Backup Documents 09/29/2009 Item #16C 5
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ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 ~ C 5
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List in routin order
1. '----
2,
3.
4. Jeff Klatzkow
5.
6.
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1.
INSTRUCTIONS & CHECKLIST
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County Attorney
Board of County Commissioners
Clerk of Court's Office
loj/IOCl
{OIl 109
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending Bee approval. Normally the primary contact is the person who created/prepared the executive
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item.)
Name ofprimary Staff Bala M. Sridhar Phone Number 252-2539
Contact
Agenda Date Item was September 29, 2009 Agenda Item Number 16 C 5
Approved bv the BCC
Type of Document Resolution No. 2009, 225 Number of Original I
Attac:hed Resolution No. CWS, 2009-02 Documents Attached
2.
3.
4.
5.
6.
Yes
(Initial)
N/A (Not
A licable)
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N'~
I: Forms/ County Formsl Bee Fonns! Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
MEMORANDUM
Date:
October I, 2009
To:
Derek Johnssen,
General Accounting Manager
From:
Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re:
Resolution 2009-225/CWS Resolution 2009-02
Enclosed please find one (1) original of the document as referenced above,
(Agenda Item #16C5), which was approved by the Board of County
Commissioners on Tuesday, September 29, 2009.
If you have any questions, please call me at 252-8411.
Thank you.
Enclosure
16C5,
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RESOLUTION 2009-225/CWS RESOLUTION 2009-02
A RESOLUTION SUPPLEMENTING RESOLUTION NO.
CWS-85-13 IN CERTAIN RESPECTS, WHICH
RESOLUTION NO. CWS-85-13, 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 PRt'NCIPAL
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 and supplemented (collectively, the "Resolution"), for the purposes
u.;scribed therein.
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(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 of the 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"), for 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.
(G) 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
cud 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
i' unds.
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(I) In response to an Invitation to Bid distributed by the Issuer to qualified
financial institutions, lPMorgan 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.
(1) 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
.!dlCnded (the "Code"), will be issued by the Issuer during calendar year 2009.
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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 THIS 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-l." The
Series 2009 Bond shall bear interest from its dated date at a fixed interest rate of 2.97%
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 I and July I of each year (the "Interest Payment
Dates"), commencing on January I, 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
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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 2.10 of the 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.
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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.
REGISTRAR. The
Series 2009 Bond.
APPOINTMENT OF PAYING AGENT AND
Clerk is hereby designated Registrar and Paying Agent for the
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
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action necessary and desirable to carry out the intent and purposes of this Supplemental
Resolution.
SECTION 13. MODIFICATION OR AMENDMENT OF THIS
SUPPLEMENT AL 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 INVALID 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
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions 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.
[Remainder of page intentionally left blank]
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DULY ADOPTED, in Regular Session this 29th day of September, 2009.
ATTEST:
DWIGHT E. BROCK, CLERK
~>" r
" B 'e" '. .,' ":~Wt U.
~:: ~__,",," -,', ; , D, eputy Clerk
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Approved,a:Hd fOrm
and leg suf c' cy:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, AS THE EX-
OFFICIO CHAIRMAN OF THE GOVERNING
BOARD OF THE COLLIER COUNTY WATER"
SEWER DlSJnCT _
By: /~~r~, d<t~
DONNA 'FIALA, CHAIRMAN
Jeffrey
County
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EXHIBIT A
PROPOSAL OF JPMORGAN CHASE BANK, N.A.
$ep 11 2009 4:59PM
J.P.Mor-gan
407-236-5444
p.l
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CHASE 0
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September 11, 2009
Collier County Water-Sewer District, Florida
Purchasing Director
Collier County Government Center
Purchasing Building
3301 East Tamiami 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 holdmg the loan in our own portfolio until maturity).
Please note that this Letter of Interest and the attached Summary of Tenns and Conditions
dated September 11, 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 tenns of the
proposed tmnsaction cannot yet be determinecL 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 fitcility and
is subj ect to final credit approval, which has not yet occurred.
In the event that a change in fmancial, bllIlicing 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 transw:tion that, in the reasonable judgment of the Bank,
causes the pricing indicated in the Summary of TermS and Conditions to no longer reflect
current nmrket requirements for comparable financial arrangements entered into with
counte:rparties that have equivalent credit mtings, the parties shall enter into good fuith
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
~ep 11 2009 5:00PM
J.P.Morgan
407-238-5444
,16~5
automatically, without further act or condition and regardless of cause or circumstance, 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 County with its financing needs. We believe that the attached
proposal provides the ratepayers of Collier County with the most flexible and cost-effective
way to meet its desired outcome, however, ifany part of this proposal does not meet with
the needs of the County, we would be willing to discuss mutually agreeable alternatives.
2
Sep 11 2009 5:00PM
J.P.Mor~an
407-236-5444
p.3
J.6C5
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 Bank, 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:
Purchaser:
Pmpose ofIssue:
Tax Status:
Repayment
Obligation:
Final Maturity,
Interest Payments
& Call Provisions:
Interest Rate:
Not to exceed $12,000,000 Collier County Water-Sewer District
loan.
JPMorgan Chase Bank, N.A. (the "Bank")
To refund the Water II1ld Sewer Refunding Revenue Bonds, Series
1999B and to pay the associated costs of issuance.
This loan will be designated by the District as "qualified tax-exempt
obligations" pursuant to the provisions of Section 265 of the Code
("Bank Qualified").
The principal and interest on the series 2009 Bond will be secured
equally II1ld ratably with the Prior District Bonds by a pledge of and
lien upon (I) 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).
The Bonds will have a final maturity of July I, 2016, Principal will
be payable annually beginning on July I, 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.
The Bond shall bear interest at a fixed rate until maturity at a rate
detennined by mutual agreement between the Purchaser and the
District on a date after the execution and delivery of a Commitment
Letter. The rates provided below are provided exclusively for
indicative purposes, based on market conditions as of September II,
2009. The actual rates of interest borne by the Bond will be set by
mutual agreement between JPMorgan Chase Bank. N.A. and the
Collier County Water-Sewer District. In no event shall the fmal
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Sep 11 2009 5:00PM
Repayment
Schedule:
Closing Date:
Fees and Expenses:
Bank Counsel:
J.P.Morl1;an
l6C~4
407-238-5444
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 pw:poses, 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 mte on
tlris type of transaction),
$12,000,000 (initial estimate) Bank Qualified Tax Exempt.
2.97% (non-ca'lable)
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.
To be mutually agreed (but assumes annual principal and semi-
interest payments resulting in substantially level annual debt service
in the aggregate).
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.
The Issuer shall be responsible for reimbursing the Bank for
reasonable fees and expenses relat~ to the transaction. including bnt
not limited to documentation review by Bank Counsel, estimated to
be $5,000, based on the scope of financing as presented pins
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 inCUlTed 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.
RichardJ. 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
RMiIler@eapdlaw.com
4
Sep 11 2008 5:00PM
J.P.Morgan
407-23S-5444
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p.5
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 fonn acceptable to the Purchaser and its Counsel.
JPMorgan Chase
Contact Information:
Daniel McNamara
JPMorgan Chase
420 S. Orange Avenue
, Orlando, FL 32801
(407) 236-5449
Daniel.mcnamara@chase.com
Jeffrey Baker
JPMorgan Chase
270 Park Avenue
New York, NY 10017
(212) 270-0713
Jeffrev.m.baker@chase.com
Tho Term SIoeet Is intel/tkd IJS al/ outline on(/' and dtH!. not pllrporllO .UI1UfIJU/:e all the conditlollS,
C_/IllD, representatlOlU, wamllttl... and other provbwllS which wI/I be contained in deflnilll1t! ~gal
docllmenratlonfor tbejtnancing con/em plated hereby. Any commltnuUlt of the Banlc Is 3IlbJecl to credit
approvallltrd negotla/Io" a"d eJaclI/IIJIJ of dejln/tJve l"s,,1 docllmenlmlon inform an4 .uhs/al/ce
satisfactory 10 the Bank and Its counseL
5
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Attachment 1
Vendor Submlttal- Vendor's Check List
16es
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.
to. Immigration Affidavit.
11. Caples of licenses, equipment lists, subcontractors or any other Information as noted in this
ITB.
12. The mailing envelope must be addressed to:
Purchasing Director
Collier County Government Cenler
Purchasing Building
3301 East Tamiami Trail
Neples, Florida 34112
11. The mailing envelope must be sealed and marl<ed 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 ooenlna date
and time. (Otherwise bid cannot be considered.)
ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND l1TLE ON THE OUTSIDE
OF THE COURIER PACKET.
2~/~~
9-11-2009
Date
. ;:5"V,/J
I
#09,5314
RE\';j~.jd: April 2009
Sap 11 2009 1:39PM
J.P.Morc::an
407-236-5444
p.2
Attachment 2
Vendor Submlttal- Bid Response Form
20CS
FROM: JPMoraan Chase
Board of Counly Commissioners
Collier County Government Center
Naples, Florida 34112
RE: BID No. 09-5314, "Term Loan for Public Utilities"
Dear Commissioners:
The undersigned, as Vendor, hereby declares thet 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 the 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 fall' 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 formal contract, to comply with the requirements in full in accordance with the
tenns, conditions and specifications denoted herein, according to the following unit prices:
. · * SEE FOLLOWING PAGES * * *
Any discounts or terms must be shown on ~he Bid Response Form. Such discounts, if any, will be
considered arid computed In the tabulation of the bids. In no Instance should terms for less than
fifteen (15) days payment be offered.
Prompt Payment Terms: _ % _ Days; Net _ Days
Bid Response Form is electronic. Plesse Input your prices onlins.
Note: If you choose to bid manually. pleau submit an ORIGINAL and ONE COPY of your bid
response pages. The undersigned do agree that should this Bid be accepted, to execute a fonnal
contract, if required, and present the formal contract to the County Purchasing Director for approval
within rlfleen (15) days after being notified of an award.
PLEASE SEE ATTACHED LEITER OF INTEREST
1109-5314
Revised; April 2009
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Sep 11 2009 1:39PM
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.1Jl~ f] $
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this _11_ day of
_September . 2009 in the County of _Orange " In the State of
_Florida_"
Firm's Complete Legal Name JPMoraen Chase
Address 420 S. Oranoe Ave
City, 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:
o Sole Proprietorship
XX Corp or P.A. State of New York
o ' Limited Partnership
o General Partnership ~
/~~~ ~
Daniel L. McNamara
I ..:1'4//
Sig nature I Title
Type Name of Signature
Date
9-11.2009
*<ff****.......J... ../..I,...*-.....l.J...." "......A........"***.....~...*"'...............*******"..*~J..I,....l......"A......*.*..**'**.*'*
Additional Contact Infonnatlon
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
iIlJ9..5314
Revised: AprU 2009
3
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J.P.Morc;an
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16C5
Co~~
Adni1i1lhlive ServiceB Civision
PutchasinQ:
ITB #:09-5314 (Check Appropriate Boxes Below) NOT APPUCABLE
Attachment 3
Affidavit for Claiming Status as a Local Business
State of Florida (Select County If Vendor is described as a Local Business
D Collier County
D Lee County
Vendor affirms that it is a local business as dafined 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 Polley;
A "local business" Is defined as a business that has a valid oc:cupationallicense Issued by either Collier or Lee
County for a minimum of one (1) year prior to a Collier County bid or proposal submission that authorizes the
business 10 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 verifrable and shall not be used for the purpose of establishing said physical address. In addition
\0 the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic
development and weli-belng of either Collier or Lee County In a verifiable and measurable way. This may
include, but not be limited to, the retenllon and expansion of employment opportunities, the support and
increase to either Collier or Lee County's lax 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 foliowing information:
Year Business Established in DColller County or D Lee County:
Number of Employees (Including Owner(s) or Corporate Officers):
Number of Employees Living in D Coliler County or D 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 APPLJCABLE
Date:
Slgneture:
Tille:
STATE OF FLORIDA
D COLLIER COUNlY
D LEE COUNlY
Sworn to and Subscribed Before Me, a Notary Public, for the above Slate and County, on this
of ,20_.
Day
Notary Public
My Commission E><plres:
(AFFIX OFFICIAL SEAL)
#09-6314
Re~d:~12D09
4
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407-236-5444
,
J
-~
p.5
CS 1
Co~~
- - ---
AJa " ...cdllIII ServkIe8 0lvI1Ikln
f:Iun;tMoolng
Attachment 4
Immigration Affidavit
lTB # :09-5314
Title: Term ank Loan
This Affidavit is required and should be sign ,notarized by an authorized principal of the firm 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 bel g deemed'non-responslve.
Collier County will not intentionally award Co nty contracts to any vendor who knowingly employs
unauthorized alien workers, constituting a vi lalion of the employment prOVision contained in B U.S.C.
Section 1324 aCe) Section 274A(e) of the 1m igration and Nationality Act ("INN).
Collier County may consider the employmen by aliy'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) afthe 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)) !lnd agrees 10 abide by Collier County
Employment Eligibility Verification System re uirements reg!lrding this solicitation.
Company Name
Print Name
Signature
State of Florida
JPMo an Chase
TiUe Senior Vice Pl'1!IIldent
Date 9-11-2009
County of Oranae
The foregoing instrument was signed and ackno ledged before me this _11_day of September,
2009,by
)&/~1. ;(.A,1If'~/AH' who has roduced
. ,cpont or Tyg.e Nal1JliI) ./""
,c//lh. /.# if" 4>,,/H3 as Identifi lion.
\ ~~dentificatlon and Number)
'-J~ "\\\\\lIIII/U/#,,
~",.\ CA"& "Iq~
Notary Public Signature ~~~""is$,,;,;~r~
\(:Q.~'t--"\1:Je... ~~~~Q,."",^ ~~;t#'O.r l~ ~\.?~
Printed Name of Notary Public' S. 0 ~ ~ ~~'=:
b~ ~<1<1'~ ~1? 1~-\l,-1\J9 j:$..#~~~"..':~~
Notary Commission Number/Expiration ~"'i>;~ '",...",f."4~
'%~ .-"" .~r!J"...~
The signee of this Affidavit guarantees, as evlde ce;?~~~~-:Vlt required herein, the truth and
accuracy of this affidavit to Interrogatories herein er ma"cf<<!iitl~MDFc~unty reserves the right, at any time, to
request supporting documentation as evidence 0 the vendor's compliance with this swom affidavit
;J()9-0314
Rovlaed: April 2009
5
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16C5
AttaGhment 5
Vendor's Non-Response Statement
NOT APPUCABLE
The sole inlent 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 nat wish to respond to this ITB.
If your linn 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,ent 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 ITS for the following rea80n(s):
//#
ITS # 09-6314
o Services requested not available through our company.
D Our firm could not meet specifications/scope of work.
o Specifications/scope of work not clearly understood (too vague. rigid, etc.)
o Project is too small.
D Insufficient time allowed for preparation of response.
D Incorrect address used. Please correct mailing address:
D Other reason{s):
Firm's Complete Ll!gal Name
Address
City, State, Zip
Telephone Number
FAX Number
Signature I Tille
~/lI<<~-
:OT APPLICABLE
Da : -:7;'/'~1
/ .dr/
,
Type Name of Signature
1109-5314
Revised: April 2009
6
Sap 1 1 2009 4: 30PM
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407-236-5444
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~~
Adl,;, IillllcdileSeNees 0Msbn
l'un:hNIng
Attachment 3
Affidavit for Claiming Status as a Local Business
ITB #:09,5314 (Check Appropriate Boxes Below) NOT APPUCABLE
State of Florida (Select County If Vendor Is described as a Local Business
D Collier County
D 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 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 II Collier County bid or proposal submission that authorizes the
business to provide the commodities or ,services to be pun:hased, 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 estebllshing said physical address. In addWon
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 end expansion of employment opportunities, !he 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 8tthe 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 D 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 10 do so will result In vendor's submission being deemed not applicable.
Vendor Name:
NOT APPLICABLE
Dale;
Signature:
Titie;
STATE OF FLORIDA
o COLliER COUNTY
D LEE COUNTY
Sworn to and Subscribed Before Me, a Notary Public, for the above Slate and County, on this
of ,20_.
Day
Notary Public
My Commission Expires:
(AFFIX OFFICIAL SEAL)
1/09-5314
Revised: Ap~1 2009
4.
16(S
EXHIBIT B
FORM OF DlSCLSOURE LETTER AND TRUTH-IN-BONDING STATEMENT
l6t5f4
DISCLOSURE LETTER AND
TRUTH-IN-BONDING STATEMENT
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-l3 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 (I) 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
\~,
1.;'
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 (I) 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 l5c2-12 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.
16t5i
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.
(d) No management fee will be charged by the Original Purchaser III
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).
(f) 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
16C5
EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
l6CS
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
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
transacti on;
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.
16(;5
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
Counselor the District to promptly approve the substitutions of other United States
Treasury obligations for the Escrow Fund.
2
CS'.?j
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,
but 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 Schedule 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
16C5
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, ifany, 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
l6CS
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 10 I % 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.
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 II.
SECTION 12. FEES AND EXPENSES OF ESCROW AGENT;
INDEMNIFICATION. 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
16C5(
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
16CS
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 ofa 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 indemnity and hold
7
16C5
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 consolidated, or any corporation resulting from any merger, conversion,
consolidation or tax-free 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 LAW. This Agreement shall be governed by
the applicable laws of the State of Florida.
8
li6C5
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
9
16C5
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.
ATTEST:
DWIGHT E. BROCK, CLERK
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, AS THE
EX-OFFICIO GOVERNING BOARD OF
THE COLLIER COUNTY WATER-SEWER
DISTRICT
By:
, Deputy Clerk
By:
DONNA FIALA, CHAIRMAN
Approved as to form
and legal sufficiency:
Jeffrey A. Klatzkow
County Attorney
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
By:
Authorized Signatory
10
IYz
SCHEDULE A
ESCROW SECURITIES
Settlement Date Maturity Date
A-I
Par Amount
l~{!~
tJ~~
.........
Interest Rate
l6u::S
SCHEDULE B
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Payment Date
Principal
Premium
Interest
Total
B-1
F~~LE 5
TAMPA
Suite 1060
2502 Rocky Point DrIve
Tampa, Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax
Nabors
Giblin &
Nickersonp.A.
208 S.E. Sixth Street
Fort Lauderdale, Florida 33301
(954) 525-8000 Tel
(954) 525-8331 Fax
T:
TALLAHASSEE
Suite 200
1500 Mahan Drive
Tallahassee, Florida 32308
(850) 224-4070 Tel
(850) 224-4073 Fax
October 13, 2009
VIA FEDERAL EXPRESS
RECEIVED
OCT 1 4 2009
FINANCE DEPT.
Mr. Derek Johnssen
General Accounting Manager
Collier County Office of Clerk of Court
2761 Airport Road South
Naples, Florida 34112
Re: $11,727,488.80 Collier County Water-Sewer District Water
and Sewer Refunding Revenue Bond, Series 2009
Dear Derek:
Enclosed please find an original transcript of closing documents for the above-
referenced Bond which closed on October 8, 2009.
If you have any questions concerning the enclosed, please do not hesitate to
contact me.
Sincerely,
/) 1 ,~-
/ (t)/l-l~ C-..~1r"~/}'-"--'
i
Doris Bergamini
Paralegal/Office Manager
djb
Enclosure
16C 5
$11,727,488.80
COLLIER COUNTY WATER-SEWER DISTRICT
WATER AND SEWER REFUNDING REVENUE BOND,
SERIES 2009
List of Closing Documents
October 8, 2009
1. Certified copy of:
(a) Resolution No. CWS-85-13, adopted on December 26, 1985, amending and
restating in its entirety Resolution No. CWS-85-5, adopted on July 30,
1985, authorizing the issuance of Bonds.
(b) Resolution No. CWS-87-5, adopted on March 3, 1987, amending
Resolution No. CWS-85-13 in certain respects.
(c) Resolution No. CWS-91-6, adopted on October 22, 1991, amending
Resolution No. CWS-85-13 in certain respects.
(d) Resolution No. CWS-2006-298 adopted on November 14, 2006, amending
Resolution No. CWS-85-13 in certain respects.
(e) Resolution 2009-225/CWS Resolution 2009-02 adopted on September 29,
2009, authorizing the issuance of the Series 2009 Bond.
2. Escrow Deposit Agreement, dated as of October 8, 2009, between the Issuer and
U.s. Bank National Association, as Escrow Agent.
3. Incumbency Certificate.
4. Signature Certificate.
5. Certificate as to Arbitrage and Certain Other Tax Matters.
6. Certificate as to Specimen Bond.
7. Additional Bonds Certificate.
8. Funding Instruction Letter
9. SLOs Direction Letter
16C 5
10. Information Return to Internal Revenue Service.
11. Division of Bond Finance Form and Advance Notice of Sale.
12. Purchaser's Disclosure Letter and Truth-In-Bonding Statement.
13. Bank Proposal.
14. Cross Receipt.
15. Certificate of Escrow Agent.
16. Approving Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, relating
to the Series 2009 Bond.
17. Reliance Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel.
18. Opinion of Jeffrey A. Klatzkow, Esq., County Attorney, Counsel to the District.
2
16G 5
CERTIFICATE AS TO RESOLUTIONS
I, Derek M. Johnssen, the undersigned Deputy Clerk of the Board of County
Commissioners of Collier County, Florida and Ex-Officio Deputy Clerk of the Governing
Board of the Collier County Water-Sewer District (the "District"), DO HEREBY
CERTIFY that attached hereto are copies of:
(a) Resolution No. CWS-85-13 entitled "A RESOLUTION AMENDING IN
CERTAIN RESPECTS AND RESTATING IN ITS ENTIRETY RESOLUTION NO.
CWS-85-5 OF THE COUNTY WATER-SEWER DISTRICT, ADOPTED ON JULY 30,
1985 AND ENTITLED: 'A RESOLUTION AUTHORIZING THE ISSUANCE BY THE
COUNTY WATER-SEWER DISTRICT OF NOT EXCEEDING $82,500,000 IN THE
AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE
BONDS, SERIES 1985 TO FINANCE THE COST OF REFUNDING CERTAIN
OUTSTANDING OBLIGATIONS OF THE DISTRICT AND CONSTRUCTING AND
ACQUIRING CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO
THE DISTRICT'S WATER AND SEWER SYSTEM; PLEDGING THE NET
REVENUES AND SYSTEM DEVELOPMENT FEES TO SECURE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON SAID BONDS; PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SAID BONDS; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION' AND PROVIDING AN EFFECTIVE
DATE," adopted at a meeting of the Governing Board of the District duly called and held
on December 26, 1985, at which meeting a quorum was present and acting throughout,
which resolution has been compared by me with the original thereof as recorded in the
Minute Book of said District, and that said resolution is a true, complete and correct copy
thereof, and said resolution has been duly adopted, and has not been further modified,
amended or repealed (except to the extent amended by Resolution Nos. CWS-87-5,
CWS-91-6 and CWS-2006-298), and is in full force and effect on and as of the date
hereof in the form attached hereto.
(b) Resolution No. CWS-87-5 entitled "A RESOLUTION AMENDING IN
CERTAIN RESPECTS A RESOLUTION OF THE COUNTY WATER-SEWER
DISTRICT ENTITLED: 'A RESOLUTION AMENDING IN CERTAIN RESPECTS
AND RESTATING IN ITS ENTIRETY RESOLUTION NO. CWS-85-5 OF THE
COUNTY WATER-SEWER DISTRICT, ADOPTED ON JULY 30, 1985, AND
ENTITLED: 'A RESOLUTION AUTHORIZING THE ISSUANCE BY THE COUNTY
WATER-SEWER DISTRICT OF NOT EXCEEDING $82,500,000 IN THE
AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE
BONDS, SERIES 1985 TO FINANCE THE COST OF REFUNDING CERTAIN
OUTSTANDING OBLIGATIONS OF THE DISTRICT AND CONSTRUCTING AND
ACQUIRING CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO
THE DISTRICT'S WATER AND SEWER SYSTEM; PLEDGING THE NET
REVENUES AND SYSTEM DEVELOPMENT FEES TO SECURE PAYMENT OF
16C 5
THE PRINCIPAL OF AND INTEREST ON SAID BONDS; PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SAID BONDS; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION'; AND PROVIDING AN EFFECTIVE
DATE," adopted at a meeting of the Governing Board of the District duly called and held
on March 3, 1987, at which meeting a quorum was present and acting throughout, which
resolution has been compared by me with the original thereof as recorded in the Minute
Book of said District, and that said resolution is a true, complete and correct copy thereof,
and said resolution has been duly adopted, and has not been further modified, amended or
repealed, and is in full force and effect on and as of the date hereof in the form attached
hereto.
(c) Resolution No. CWS-91-6 entitled "RESOLUTION Alv1ENDING IN
CERTAIN RESPECTS AND SUPPLEMENTING A RESOLUTION ENTITLED "A
RESOLUTION AMENDING IN CERTAIN RESPECTS AND RESTATING IN ITS
ENTIRETY RESOLUTION NO. CWS-85-5 OF THE COLLIER COUNTY WATER-
SEWER DISTRICT, ADOPTED ON JUL Y 30, 1985, AND ENTITLED: 'A
RESOLUTION AUTHORIZING THE ISSUANCE BY THE COLLIER COUNTY
WATER-SEWER DISTRICT OF NOT EXCEEDING $82,500,000 IN THE
AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE
BONDS, SERIES 1985 TO FINANCE THE COST OF REFUNDING CERTAIN
OUTSTANDING OBLIGATIONS OF THE DISTRICT AND CONSTRUCTING AND
ACQUIRING CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO
THE DISTRICT'S WATER AND SEWER SYSTEM; PLEDGING THE NET
REVENUES AND SYSTEM DEVELOPMENT FEES TO SECURE PAYMENT OF
THE PRINCIPAL OF AND INTEREST ON SAID BONDS; PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SAID BONDS; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION' AND PROVIDING AN EFFECTIVE
DATE;" AUTHORIZING CERTAIN ADDITIONS, EXTENSIONS AND
IMPROVEMENTS TO THE DISTRICT'S WATER AND SEWER SYSTEM AND THE
REFUNDING OF CERTAIN OF THE DISTRICT'S OUTSTANDING OBLIGATIONS;
AUTHORIZING THE ISSUANCE OF $55,225,000 WATER AND SEWER REVENUE
BONDS, SERIES 1991; PROVIDING CERTAIN TERMS AND DETAILS OF SAID
BONDS, INCLUDING AUTHORIZING A NEGOTIATED SALE OF SAID BONDS
AND THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT WITH
RESPECT THERETO; APPOINTING THE PAYING AGENT AND REGISTRAR FOR
SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN
OFFICIAL STATEMENT WITH RESPECT THERETO; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND
APPOINTMENT OF AN ESCROW AGENT; PROVIDING CERTAIN
Al\1ENDMENTS TO THE ABOVE-DESCRIBED RESOLUTION; AND PROVIDING
AN EFFECTIVE DATE," adopted at a meeting of the Governing Board of the District
2
16C 5
duly called and held on October 22, 1991, at which meeting a quorum was present and
acting throughout, which resolution has been compared by me with the original thereof as
recorded in the Minute Book of said District, and that said resolution is a true, complete
and correct copy thereof, and said resolution has been duly adopted, and has not been
further modified, amended or repealed, and is in full force and effect on and as of the date
hereof in the form attached hereto.
(d) Resolution No. CWS-2006-298 entitled "RESOLUTION AMENDING IN
CERTAIN RESPECTS RESOLUTION NO. CWS-85-13 OF THE COLLIER COUNTY
WATER-SEWER DISTRICT, AS AMENDED AND SUPPLEMENTED, WHICH
RESOLUTION CWS-85-13 RELATES TO THE ISSUANCE OF COLLIER COUNTY
WATER-SEWER DISTRICT WATER AND SEWER REVENUE BONDS; AND
PROVIDING AN EFFECTIVE DATE," adopted at a meeting of the Governing Board of
the District duly called and held on November 14, 2006, at which meeting a quorum was
present and acting throughout, which resolution has been compared by me with the
original thereof as recorded in the Minute Book of said District, and that said resolution is
a true, complete and correct copy thereof, and said resolution has been duly adopted, and
has not been further modified, amended or repealed, and is in full force and effect on and
as of the date hereof in the form attached hereto.
(e) Resolution 2009-225/CWS Resolution 2009-02 entitled "A RESOLUTION
SUPPLEMENTING RESOLUTION NO. CWS-85-13 IN CERTAIN RESPECTS,
WHICH RESOLUTION NO. CWS-85-13, 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," adopted at a meeting of the
Governing Board of the District duly called and held on September 29, 2009, at which
meeting a quorum was present and acting throughout, which resolution has been
compared by me with the original thereof as recorded in the Minute Book of said District,
and that said resolution is a true, complete and correct copy thereof, and said resolution
3
16C 5
has been duly adopted, and has not been further modified, amended or repealed, and is in
full force and effect on and as of the date hereof in the form attached hereto (without
exhibits ).
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the District as of this 8th day of October, 2009.
...
(SEAL )
lerk 0 e oar 0 County
C issioners of Collier County, Florida and
Ex-Officio Deputy Clerk of the Governing
Board of the Collier County Water-Sewer
District
4
..
.
16C 5
.....
COOJr.l"Y D'.I'D-nvu PI ftJU cr
COLLI EI COO1l'1'Y, PLOIlIDA
rIRST IJIlBNDEP ABD U~AlfED
WATER A1iO SEWER JlIVENOE BOND RBSOLOTION
AOOPRD PtcBJllU.a 2'. 1.85
r
SECTION 1.
SECTION 2.
SECTION 3.
Section 1.01
Section 1.02
Section 1.03
S~ct1on 1.0e
Section 1.05
Section 2.01
Section 2.02
Section 2.03
Section 2.0e
Section 2.05
Section 2.06
Section 2.07
Section 2.08
Section 2.01
Section 2.10
Section 3.01
Sect Jon 3.02
Sect10n 3.03
Section 3.0f
Section 3.05
16C 5
UJU..& or COIft"IJr.r'S
~
AUTBORITY POR TBIS FIRST AMENDED
AND RESTATED RESOLUTION .....................
1
1
1
PI)I)INGS .......................................
PIRST MENDED AND RESTATED JlESOLO"I'ION ..........
Am'ICLB I
CBIlUAL
Definitions ................................. 2
Authority for ~e801ution .................... 14
Resolution to Constitute Contract ........... 14
rin~in~& .................................... 15
Initiai Project ............................. 16
A.RrICLB II
A tr'fBORlIA If I 01, !'D::J(S, UBCt7rIOI AJID
UGI S'!'RAlfI 0:1 or IOK>S
Authorization of Bonds ...................... 17
Authorization and Description
of Series 1985 Bonds ................... 18
Application of Series 1985
Bond Proceeds ............ ............. 19
Ezecution of Bonds .......................... 19
Authentication .............................. 20
Temporary Bonds ............................. 20
Bonds Mutilated, Destroyed,
Stolen or Lost ......................... 21
Interchangeability, Regotiabi11ty
.n~ ~r.n.fer ........................... 21
coupon Bonds ................................ 23
Por~ of Bonds ............................... 23
AJe'ICLB III
aEDBIIP2"lOll or 8O.oS
privilege of Re~empt10n .................... 31
Sel~ctlon of Bonds to be Redee~d ........... 31
Notice of Redempt10n ........................ 31
Rede~ption of Portions of Bonds ............. 32
payment of ledee~ed Bonds ................... 32
i
Section 4.01
Section 4.02
Section 4.03
Section 4.0'
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 5.01
Section 5.02
Section 5.03
Section 5.04
Section 5.05
Section 5.06
Section 5.07
Section 5.08
Section 5.09
Section 5.10
Section 5.11
Section 5.12
Section 5.13
Section 5.14
Section 5.15
Section 5.16
Section 5.17
Section 5.18
Section 5.19
16C 5
EAG.t
AR'rICLB IV
SBCOJUn, SPBCIAL FDK>S JJIID
APPLICA'fIoa IfDUOr
Bonds Not to be Indebte~ne.s
of I.suer .............................. 33
Security for Bonds .......................... 33
Construction Fund ........................... 33
Creation of runds and Account. .............. 3S
Disposition of Revenues ..................... 36
System Development Pees Fund ................ 42
Investments ................................. 43
Separate Accounts ........................... 44
~ICLI V
COVJ: D.JrI'S
General ..................................... 45
Operation and Maintenance .......~........... 45
AIl n u a 1 Bu d 9 e t ............................... 45
Ita tes ....................................... ~6
Books and ~ecords ........................... 46
Annual Audit ................................ 46
No Mortgage or Sale of the System ........... 47
Insurance ................................... 48
No Free Service ............................. 49
No Impair~ent of Rights ..................... 49
Co~pulsory Water and Sever
Connections ............................ 49
Enforce~nt of Charges ...................... 50
Vnit Water an~ Sevex Billa .................. 50
Collection of Special AasessDent. ........... 50
Re-Asse66~ents ............................... 50
Collection of System Develop~nt rees ....... 51
Consulting Engineers ........................ 51
Arbitrage ................................... 51
Covenants with Credit Banks
and Insurers ........................... 51
Ii
Section f).01
Section f).02
Section f).03
Section 7.01
Section 7.02
Section 7.03
Section 7.04
Section 7.05
Section 8.01
Section 8.02
Section 8.03
Section 9.01
Section 9.02
Section 9.03
Section 9.0t
Section 9.05
Section 9.06
Section '.07
SECTION ...
SECTION 5.
SECTION 6.
SECTION 7.
11 .~
Vu
5
EAG.t
ARTICLE VI
SUBORDIIPt.TED IRDIBTmDSS
AJI) AJ)I) I!' I OIlAL IIOJlDS
Subor~lnated Indebt~ne81 ................... 52
Issuance of A~djtlonal Bonds ................ 52
Bond Anticipation fiotes ..................... 56
.AJrrICLI VII
DUAUL~S &Kl '~ImI.S
.vents of Default ........................... 57
Remedies .....~.............................. 57
Re~ed1es Cu~ul.tiv~ ...:..................... 58
Waiver of Default ........................... 58
Application of Moneys after Default ......... 58
Am'ICLB VIII
SUPPLEMENTAL USOLtrrIOBS
Supple~ental Resolution Without
Bondholders' Consent ................... 60
Supple~entll Resolution With Bondholders'
and Insurer'. Consent .................. 60
Consent of Insurer where consent of
Bondholders' Required ................. 62
A:R!ICLI IX
JUSCELLA.DODS
Defeasance .................................. 63
Capital Appreciation Bonds .................. 65
Sale of Bonds ............................... 65
Validation Authorized ....................... 65
Severability of Invalid Provisions .......... 65
Repeal of Inconsistent Resolutions .......... 65
.ffective Date .............................. 65
rULL rORCE AND EFFECT .......................... 66
SEVERABILITY OF I~LIO PROVISIONS ............. 66
REPEALING CLAUSE ............................... 66
EFFECTIVE DATE ................................. 66
1i1
16C 5
A RESOLUTION A"ENOING IN CERTAIN RESPECTS
AND ~EST~TING IN ITS ENTIRETY RfSOLUTION
NO.. CWS-85-5 OF THE COUNTY WATER-SEWER
DISTRICT, ADOPTED ON JULY 30, 1985,
AND ENTITLEDI -A RESOLUTION AUTHORIZING
~BE ISSOANCE 8Y ~BE COUNTY WATER-SEWER
DISTRICT or NOT EXCEEDING 582,500,000
IN TSE AGGREGATE PRINCIPAL A"OUNT or
WATER AND SEWER REVENUE BONDS, SERIES
1'85 TO rINANCE TIE COST or aErONDING
CERTAIN OOTS~ANDING OBLIGATIONS or
~BE DISTRICT AND CONSTROCTING AND ACQOIRING
CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS
YO TBE DISTRICT'S WATER AND SEWER SYSTE";
PLEDGING THE ~ET REVENUES AND SYSTE"
DEVELOPMENT PEES TO SECORE PAYMENT
or TSE PRINCIPAL OF AND INTEREST ON
SAID BONDS, PROVIDING rOR TSE RIGSTS
OF TBE SOLDERS OF SAID BONDS, AND PROVIDING
POR AN EFFECTIVE DATE POR TBIS ~ESOLUTION.
AND PROVIDING AN EFFECTIVE DATE.
.. IY .ISOLVID BJ ~BI BOARD OP CODITJ COR"ISSIOIIRS
or roLLIIR COUllTl, rWAlDA, ACTIIG AS !'BI &X-orrICIO GOVlJUiIIG
BOD! or nm COtJJr.n" WATER -SBIf'E.R J) I S'rJU C2' I
SIC7J05 1. AOTBOllI~J FOR YBIS FIRS,. AK!NDED A.1ilD USTATBD
aISOLOTIO.. This Pirst A~ended and Restated Resolution
is adopted pursuant to the provisions of Part II of Chapter
153, Plorida Statutes, Chapter 78-489, Laws of Florida,
Special Acts of 1978, as a~ended and 5upple~ented, and
other applicable prOVisions of law.
BI~IOI 2. rI~I.GS. It i& hereby found and determined
tbat:
A. On July 30, 1'85, tbe I.suer adopted Resolution
No. CWS-85-S, the title of which is .et forth in tbe title
hereto (the .Original Resolution-).
B. Upon "the advice of the Issuer's financial advisor,
its underwriters and its bond counael, it is nece..ary
and desirable to .~end tbe OrigInal Resolution 1n certain
re.peet. and to r..tate the Original Reaolutlon, in ita
entirety.
..C!'IOR 3. rI.S~ AM.IDID 1..0 .ISrArID .ISOLD~IO..
~he Original Resolution 1s hereby amended and restated
1~ its ent~rety to read as follows:
1
16C 5
A ~ESOLVTI0N AUTHORIZING THE ISSUANCE
BY ~BE COUNTY WATER-SEWER DISTRICT
OF NOT EXCEEDING $82,500,000 IN THE
AGGREGATE PRINCIPAL AMOUNT OF WATER
AND SEWER ~EVENVE BONDS, SERIES 1985
TO FINANCE ~BE COST OF REfVNDING CERTAIN
OOTSTANDING OBLIGATIONS or ~BE DISTRICT
AND CONSTRUCTING AND ACODI~ING CERTAIN
ADDITIONS, EXTENSIONS AND IMPROVEMENTS
70 ~BE DISTRICT'S WATER AND SEWER SYSTEM,
PLEDGIJG raE ~ET REVENUES AND 6YST!K
D!VELOPM!~T PEES TO SECORE PAYMENT
OF ~BE PRINCIPAL OF AND INTEREST ON
SAID BONDS, PROVIDING POR ~BE RIGHTS
OF THE BOLDERS or SAID BONDS, AND PROVIDING
POR AN EPFECTIVE DATE POR TBIS RESOLUTION
.. 17 aISOLV.D BY 781 BOARD or COO.~Y COKKISSIO.las
or OOLLIBa COOlI'.rY, PLOJUDA, AC!'IaG AS !'HI aJ:-OPPICIO CVVlUU.G
IlODY or If'D COOJil'fY VA nR-SIWBll DI BrJU cr I
AR'J'ICLB J
GlRUAL
BBcrIOR 1.01. DlrI.I~IORS. When used in this Re501~tion,
the following terms shall have the fol1o~in9 aeanings,
unless the context clearly otherwise requires:
-Accreted Value- Ihall eean, as of any date of computation
with r~spect to any Capital Appr~cJation Bond, an a~ount
equal to the principal amount of 8uch Capital Appreciation
Bond (the principal amount at its Jnitial Offering) plus
the interest accrued on such Capital Appreciation Bond
froa the date of delivery to tbe original purchasers thereof
to the Interest Date next preceding the date of computation
or the date of computation if an Interest Date, lucb interest
to accrue at . rate not exceeding the le9al rate, compounded
lemiannually, plu., with Ieapect to matters related to
the pay~ent upon redemption or acceleration of the Capital
Appreciation Sonds. 1f .uch date of computation ahall not
be an Interest Date, a port10n of the difference between
the Accreted Value as of the l~med1ately preceding Interest
Date and tbe Accreted Value a. of tbe immediately lucceeding
Intere.t Date, calculated based on tbe a..u.ption tbat
Accreted Value accrue. during any .em1-annual period 1n
equal daily amounts on the basi. of a 360-day year. .
-Act- ahall ..an Plrt II of Chapter 153, Florida Statutes,
Chapter 78-.89. Laws of Florida, Special Act. of 19'8,
and other applicable provisions of law.
2
16C 5
-AddltloDal lond.- ahall mean the obligations issued
at any ti~e under the provisions of Section 6.02 hereof
on a parity with the Selies 1985 Bonds.
-Ad41tioDal Project- ahall .ean any .tructure, property
or facility for public u.e which tbe Issuer fro~ t1~e to
tise .ay determine to construct or acquire as part of tbe
System, together with all equ1p=ent, atructures and other
facilities necessary or appropriate in connection therewith
which are financed in whole or 1n part with tbe indebtedness
secured by this Re.olution. ~his ter~ is to be broadly
construed as including any lawful undertaking which will
accrue to the benefit of the System, including joint ventures
and acquisition of partial interestl or contractual rights,
and including modification, dispoI.I or cancellation of
an Additional Project previously authorized, .hould .uch
modification, dilposal or cancellation be pe[~itted under
this Resolution.
-ADDoal Audit- ahall mean the annual audit preplred
pursuant to the requirements of Section 5.06 bereof.
-Anaoal 8udget- .hall aean the annual budget prepared
pur8uan~ to the require~ents of Section 5.03 bereof.
-ADDual Debt Sery!ce- .hall m~an, at any tim~, th~
aggregate a~ount in the then current Bond Year of (1) interest
required to be paid on the Outstanding Bonds during such
Bond rear, except to the extent that such jnter~st is to
be paid fro~ deposits in tbe Interest Account made fro~
Bond proceeds, (2) principal of Outstanding S~rial Bonds
maturing in such Bond Year, and (3) the Sinking Fund In&tall~ents
berein designated witb respect to such Bond Year, provided
that in computing such Annual Debt Service for any future
period, any Variable Rate Bonds aball be dee~ed to bear
interest at all times to tbe maturity thereof at a constant
rate of interest equal to tbe 9reatet of tbe Maximum Interest
.ate or 110' of the actual rate of 1nterest borne by auch
Variable R4te Bonds on .ucb date of calculation. ror purposes
of this definition, all amounts payable on a Capital Appreciation
Bond ahall be considered a principal payment due in tbe
year it becomes. due.
-Aatbor1le5 IDy.ataeDt.- .hall .ean any of the folloving,
if .n~ to tbe extent that the .aae are at the ti_. legal
~or investment of fund. of the I..uer.
(1) Direct obligations of, or obligations the principal
of and interest on which are unconditionally guaranteed
by, tbe United States of A~erica, inCluding obligations
3
16 C 5
i.sued or held 1n book entry forD by the DepartDent of
~he Treasury of the Dnited States.
(2) Bonds, debentures, notes, participation certificates
or otber evidences of indebtedness Jssued, the principal
of and interest on which are uncon~1tional1y guaranteed,
by any agency or tnstfu~ent.IJty of or corpor.tion whOlly
owned by tbe United St.tes of Azerica, which evidence of
indebtedne,s involves a pledge of tbe full faith and credit
of the Dnited State. of America.
(3) Bank tille deposita evidenced by certificates
of deposit, and bankers' acceptances, issued by any bank,
...ibgs and loan a.sociation, trust company or n.t10nal
b.nking a.sociation, which are (a) fully inaured by the
Pederal Deposit Insurance Corporation or tbe Pederal Savings
and Loan Insurance Corporation, or (b) .ecured by obligations
described in paragraphs (1) or (2) of this definition.
(4) Repurcbase a9ree~ents with any bank, trust co~pany
or national banking association having at least f50,000,000
capital stock and aurplu& and undivided profita or the
long-terll debt of which Ihall be rated at least -A- by
one of the tvo .ost widely reco9n1ze~ national rating agenc1es
and which are insured by the Pederal Deposit Insur.nce
Corporation, or with any 90vern~ent bond dealer recognized
a6 . pr1~ary dealer by the Federal Reserve Bank of New
York, whic~ agree~ent is fully and continuously secured
by obligations described in paragraphs (1) and (2) of this
definition; provided such obligations Ihall have a ter~
of not exceeding 270 days and shall be in the physical
possession of a bank or trust company of the Issuer'. choosing
which has no interest in auch repurch.,e .gree~ent and
a lirlt lien perfected aecurity 1ntere.t in auch Obligations
is created for the benefit of the Issuer as fiduciary for
the Bolders of the Bonds.
(5) Unit. of participation in tbe Local Government
Surplus Funds ~luat Pund .atabliabed purauant to Part IV,
Chapter 218, rlorida Statutes, or an)' 111111ar common trust
fund which is established pursuant to lavas. legal depository
of public aoneys and for whicb tbe State Board of Administration
.cts as custodian.
(6J Such other obligation. ., ahall be per1Ditted
to be legal iD.eat..nt. of the I.aUII by the lawa of the
State.
-Aathorlled I.,aer Officer. ahall mean tbe County'.
Manager or Utilities Adminiatrator, and when used in reference
to any act or document, also ~eans any otber person authorized
.
16C 5
by resolution of the Issuer to perfor~ such act or sign
.ucb doculllent.
..ond Yearw shall .ean the perIod commencing on May I
of each year and continuing through the next succeeding
April 30, or such other period as ~y be provided by resolution
of tbe I.sue r.
-.oadholder. or .Solderw or .~olderw or any ai.llar
term, when used with reference to a Bond or 80nd., ahall
.tan any person who ahall be tbe registered owner of any
Out.tanding Bond or Bonds a. provided in tbe registration
books of tbe I.auer.
-.oDd.- .hall aean tbe Series 1'85 Bonds, togetber
with any Additional Bonda issued pur.uant to thia Re.olution.
.Capital Appreciation Bonds- ahall mean tho.e Bonds
.0 designatea by Supplemental Reaolution of tbe Iasuer,
which may be either Serlal Bonds or Term Bonds and which
ahall bear Interest payable at maturity or redemption.
In tbe case of Capital Appreciation Bonds that are convertible
to Bonds with interest payable prior to .aturity or rede~ptlon
of such Bonds, auch Bonds shall be considered Capital Appr~iation
Bonds only during tbe period of ti~e prior to aucb conversion.
.Cbalr.anw ahall Dean the Chalr~an of the Board of
County Commissioners of Collier County, Florida, acting
as the Es-Officio Chairman of the Governing Body, and such
other person as ~ay be duly authorized to act on his or
ber behalf.
.Clert- Ihall mean the Clerk of the Board of County
Com~1a,ioner. of Collier County, FlorIda, acting as the
Es-Officio Clerk of the Governing Body, and such other
person as may be duly authorized to act on his or her behalf.
.Codew Ihall mean the Internal Revenue Code of 1954,
as ..ended, and tbe regulations and rulea tbereunder 1n
effect or propoled.
.CoDnectioD 'eea- ahall mean the cbar~es 1~po.ed on
customers for.tbe cost of physically connecting into the
System, Jncluaing, but not limited to, the COlt of excavating,
plumbing, Installation of aetera and landscaping. Connection
'eea ahall not include 6Y8te= Development ree..
.CoDltraction Pandw Iball aean tbe fund establlsbed
pursuant to Sectlon C.03 hereof.
wCoDlvltlag .D~lneer.. IhalI .ean any en91neering
firm of reputation for atill an~ experience with respect
5
16C 5
to the construction an~ operation of facilities si~ilar
to the Syste~, vhich 1& ~uly licensed under tbe la~6 of
the State of Florida and designated by the Issuer to perform
the duties of the Consulting Engineers under the provisions
bereof.
.Coat., when used in connection with a Project, ahall
.ean (1) tbe Issuer'a cost of physical construction: (2)
costa of acquilition by or for the Ia.uer of .uch Project,
(3) costa of land and 1nterestl therein and the co.t of
tbe Iasuer incidental to auch acquiait10nl (4) the cost
of any indemnity and aurety bonc5s and preJrlJulll8 for inlurance
dur1D~ construction, (5) all interest due to be paid on
the Bond~ and other Obligation. relating to the System
during the period of construction of .uch Project, (6)
engineering, legal and other consultant fees and expenses1
(7) costs and expenses of tbe financing, including audits,
feel and ex~nsel of any Pay!ng Agent, Regiltrar or depositorY1
(8) .~ount5, if any, required by thia Re.olution to be
paid into the Intere5t Account upon the iasuance of any
Series of Bonds; (9) payments, vhen due (whether at the
maturity of principal or the due date of interest or upon
redemptIon) on any indebtedness of the Issuer (other than
the londs) incurred for a Project for the Systeml (10)
costs of machinery, equipm~nt and lupplies and re.erves
reguired by the Ilsuer for the com~~nceJrlent of operation
of .uch Project, and (11) any other costs properly attributable
to such construction or acquisition, as determined by generally
accepted accounting principles applicable to vater and
.e~er systems, and shall include rejmburse~ent to the Issuer
for any auch items of Cost heretofore paid by the ISluer.
Any Supple~ental Resolution may provide for additional
items to be includ~d in the aforesaid Costs.
.County. shall mean Collier County, Florida.
.Credit Baat. ahall .ean as to any particular Series
of Bonds, the Person (otber tban an Insurer) prOviding
a letter of credit, a 11ne of credit or otber credit or
liquidity enhance~ent facility, al deiignated in the Supplemental
Resolution providing for the issuance of such Bonds.
.Credit racllity. Ihall ~ean a. to any particular
Serles of Sonds, a letter of credit, a line of credit or
another credit or legal liquidity enhancement facility
(other than an inlurance policy ia.ued by an Inaurer),
as approved in the SupplelDental leaolution providing for
the i8suance of .uch Bonds.
.Diatrict- Ihall .ean the area of operation and jurisdiction
of tbe Issuer.
6
..........r - ...._
16C" 5
-.acrow Depoalt A;reeaeDt- ahall ~ean the Escrov Deposit
A9ree~ent entered into by and between the Issuer and a
banking institution or trust co~pany, as escrow holder,
1n con~ection with the refunding of the Refunded Obligations.
-'eaeral Seear1tlea- aball mean direct obligations
of the United States of America and obligations tbe principal
of an~ interelt on wbich are fully guaranteed by the United
Stat.s of America, none of whJch permit redemption prior
to maturity at the option of tbe Obligor. rederal Securities
ahall include any certificate. or any other evidences of
a direct ownership interest in the afore~entioned obligations
or 1n apecif1ed portions thereof (which .ay consiat of
apecifled portions of tbe intereat thereon).
-Piacal Year- aball aean tbe period com~encin9 on
October I of each year and continuing tbrough tbe next
succeeding September 30, or such other period as .ay be
prescribed by law.
-Goveroing Body. ahall mean the Board of County C~issioners
of Collier County, rlorida, acting as the Ex-Officio Governing
Body of the Issuer, or its .uccessor in function.
-GOyerDaeDt Grant-, when used with respect to the
Syste~, ahall ~ean any su~ of ~oney heretofore or hereafter
received by the Issuer from the United States of America
or any agency thereof or fro~ the State of rlorida or any
agency or political subdivision thereof a. or on account
of e grant or contribution, not repayable by tbe Issuer,
for or with respect to (1) the con6tru~tion, acquisition
or other development of an addition, extension or 1~provement
to any part of the Syste~ or any costs of any such construction,
acquisition or develop~ent, or (2) the financing of any
such construction, acquisition, development or costs.
-Gro.. aeyeoue.- aball .ean all inco~e and aoneys
received by tbe Issuer from the rate., feea, rentala, chlrges
and ether 1nco~e to be ~ade and collected by tbe Issuer
for ~he use of tbe product., services and facilities to
be provided by the Systea, or otherwise received by the
Issuer or accruing to the Issuer in the aanageaent and
operation of tbe System, calculated in accordance with
generally accepted accounting ~thods employed in tbe operation
of public utility .yatems aJm11ar to the Systea, including,
witbout 11~itlng tbe generality of tbe foregoing, Connection
'ees and all earnings and income derived fro~ tbe investment
of .oneys under tbe provilions of this Resolution which
are transferred to the Revenue Fund or Interest Account
as herein provided. -Grols Revenues. shall not include
7
16 C 5
(1) any Govern~ent Grants, (2) Syste~ Development Fees,
an~ (3) Special AS5e&S~ents.
-JDitial Project- shall ~ean the follo~in9 facilities
to be constructed or acquired in or about the jurisdiction
of the Issuer wIth all necessary and incidental connections,
eQuip.ent, apparatuB atructures and appurtenances, including
III real property Ind rights-ot-way and other Jnterests
and all personal property necessary Or ~es1rable for efficient
operation of .ucb facilities,
(1) Acquisition of Lely Sever Vtilitiell
(2) Conltruction of varioue 1atproveIDente to Lely
Sever Ot111t1es,
(3) Construction of effluent disposal eystelD for
.pr.y irrigation on Imperial Golf Course,
(e) Conltruct1on of nev ae".ge treatllent plant _
phase II
(S) E :IE pan a 1. 0 n t 0 ex 1a tin 9 . e \ILl age t rea tile n t pI ant
1n North Naples to 5 "GOI
(6) Construction of a sevage collection and transmission
syste~ in East Naples;
(7) Expansion to existing regional vater plant;
(8) Expansion of ex1st1ng vater veIls,
(') Construction of North Naples vater storage facilities
of approximately 2 "G;
(10) Construction of Capri area vater syste~ i~provements;
ana
(11) Such changes, deletions, adaltions or .odifications
to the enu.elated Japroveaents and facilities
providea 1n clauses (1) through (10) above or
aucb other Jmprove~ent. to the Syste~ as the
Consulting Engineers ahall recommend and as may
be approved by the Governing Body.
-Iaaarer- aball .ean .ucb peraon .. ahall be 1n tbe
bUI1ne.a of 1n.uring or guaranteeing tbe payment of principal
of and Jntere.t on .un1cJpal .ecurities and whoae credit
i. .uch that, at the t1me of any action or consent required
or permitted by the Insurer pursuant to tbe terms of this
.esolution, all ~un1cip.l securities insured or guaranteed
by it ace then rated, because of such insurance or guarantee,
8
16C 5
in one of the two most secure vrades by one of the t~o
sost widely nationally recognlled rating agencies vhich
regularly rate the credit of ~unic1pal securities.
-Iatereat Account. aha II ~'an the separate account
in the Sinking Fund established pursuant to Section 4.04(C)
bereof.
-IDtereat Date. ahall be auch date or dates .. ahall
be provided by Supplemental Resolution of the Issuer.
-l.auer. ahall aean the County Water-Sever Di.trict,
and .1ao includes .ny authority or otber iovern~ental entity
to wbich say hereafter be tranlferred aome or all of the
powers and respons1bJlitie. of the I.suer witb respect
to the ownership, financing, operation, enlargement, improvement
and .a1ntenance of the Syste~.
..axJ~o. ADDual Debt Serw!ce. ahall mean tbe largest
aggregate a~ount in any Bond Year, excluding all Bond Years
whicb ~hall have ended prior to the Bond Year in which
the Maximum Annual Debt Service ahall at any ti~e be computed,
of tbe Annual Debt Service.
-.a.iaa. IDler.at .ateW ahall sean, with re.pect to
any particular Variable Rate Bonds, a numerical rate of
interest, which shall be set forth in the Supple~ental
Resolution of tbe Issuer delineating the details of such
Bonds, that .hall be the maxi~um rate of interest such
Bonds aay at any ~rticular time bear.
..et aevenDes- ahall aean Gross Revenues less Operating
Expenses.
.OperatJoD and RaintenaDce rUD~. ahall mean the fund
created pursuant to Section 4.04(B) bereof.
-Operat1D~ ..pen.... aball aean the Issuer'a expenses
for operation, .a1ntenanc~, repaira and replace.enta with
respect to the System and ahall inClude, without limiting
the venerality of tbe foregoing, ad~1ni.trat10n expenses,
insurance and aurety bond premium., legal and engineering
expeDles, ordinary and current rentals of equipment or
other property, refunds of .oney. lawfully due to others,
payments to otber. for ~ispo.al of aevage Or other wastes,
pay.eata to pensioD, retirement, health .n~ hoap1tal1.ation
funda, and any other expenses requJred to be paid for or
with re.pect to proper operation or saintenance of the
Syste., all to the extent properly attributable to tbe
System in accordance with generally accepted accounting
principles employed in the operation of public utility
systems similar to the System, and disbursements for the
J
16e 5
expenses, liabilities and compensation of -any Paying Agent
or Registrar under this Resolution, but does not include
any costs or expenses in respect of orjgfnal construction
or iaprovement other than expenditures necessary to prevent
an interruption or continuance of an interruption of Gross
Revenues or ainor capital expenditures necessary for the
proper and econo~1cal operation or .aintenance of the Syste~,
or any provision for interest, depreciation, amortilation
or .1a11ar charges.
.Out.tanding-, vben uaed witb reference to Bonds and
a. of any particular date, ahall de.cribe all Bond. theretofore
and thereupon being authenticated and delivered except,
(1) any Bond in lieu of which other 80nd or Bonds bave
been iasued under agreement to replace lo.t, .ut1lated
or deltroyed BondI, (2) any Bond aurrendered by the Bold~r
thereof 1n exchange for otber Bond or Bonds under Sections
2.06 and 2.08 bereof, and (3) Bonds deemed to bave been
paid pursuant to Section '.01 bereof.
.Paying A,ent~. ahall mean any paying agent for Bonds
appointed by or pur~uant to this Resolution and ita SUccessor
or .lsign8, and any other Person which .ay at any t1me
be lubstituted in its place pursuant to this Resolution.
.peraonw Iball mean an indiVidual, a corporation,
. partnership, an association, . jOint atock co~pany, a
trust, any unincorporated organization or governmental
entity.
.Pledged runda- Ihall ~ean, (1) the Net Revenues,
(2) the System Development 'ees, (3) the Special Assessment
Proceeds, and (~) until applied 1n accordance with the
provisions of this Resolution, all ~neys, including investments
thereof, in the funds and accounts established hereunder,
except as for the Revenue Fund and the Operation and Maintenance
'und.
-'rerefaaded Obl1gat!oDa- ahall .ean any bonds or
other Obligations of any atate of the United Stites of
America or of any Igency, instrumentality or local governmental
unit of any aucb atate (1) which are (A) not callable prior
to .aturity ~r (8) as to which irrevocable in.tructions
have been given to tbe fiduciary for luch bonds or otber
obli9ations by tbe obligor to give due notice of redemptIon
and to call aucb bondl for redemption on tbe date or dates
.pec1f1ed 1n lucb inltruct1ona, (2) wbich are aecured as
to principal, redemption pre~1u., if any, and interest
by . fund consisting only of cash or Federal Securities,
secured 1n the ~anner set forth 1n Section '.01 bereof,
~hich fund may be applied only to the payment of luch principal
of, redemption premium, if any, and interest on such bonds
or otber obligations on tbe .aturity date or dates thereof
10
16C 5
or tbe specified redemption date or dates pursuant to
auch irrevocable in.truct10ns, a. the case .ay be, and
(3) a. to which the principal of and interest on the Federel
Securities, which have been deposited in such f~nd alon9
with any cash on deposit 1n .uch fund are sufficient to
pay principal of, redemption premium, 1f any, and interest
on tbe bonds or other obligations on the .aturity date
or dates thereof or on the rede~ptjon date or dates specified
in tbe irrevocable 1n.tructions referred to in clause
(1) above. Sucb Preiefunded Obligations auet be rate~
in the blgbest rating category by eitber of the tvo aost
vi~ely recognized national rating organ1zatlonl of tax-elempt
Obligations.
.Prlaclpal Accoaat- ahall aean the aeparate account
in the Sinking Fund estabIi.bed pursuant to Section ..O.(C)
hereof.
-Project.- ahall aean the Initial Project and each
Additional Project.
-aede.ptioD Prlc~- ahall aean, with respect to any
Bond or portion thereof, tbe principal a~ount or portion
tbereof, plus the applicable premiu~, if any, payable upon
redemption thereof pursuant to .uch Bond or this ~esolut10n.
-RefuDded Obligation.- shall mean (1) the Issuer's
Water Revenue Refunding Bonds, Series }9S3, dated as of
June 1, 19S3, (2) the Issuer's Sewer ~evenue Bon~5, dated
April 26, 1'77, (3) the Issuer's Sewer Revenue and Special
Assessment Bonds, Series 19S0, dated July 15, I'S1, and
(4) the Issuer's Water Revenue and Special Assessment Bonds,
Series 1980, dated July 15, l'Bl.
-.efunded aesolutions- .hall ~ean ~esolution Nos. CWS-B3-2,
CWS-77-J, CWS-SO-5 an~ CWS-BO-6, all as amended and supple~ented,
of tbe Issuer which authorized the issuance of the Refunded
Obligations. .
-.efDD~lD9 Securities- aball aean the 'ederal Securities
and tbe Prerefunded Obligations.
-.eg1atrar- ahall mean any registrar for tbe Bonds
appointed by or pursuant to this Re.olution and it. Successors
and aS81gns, and any other Perlon which .ay at any ti.e
be aubst1tuted in it. pllce pursuant to this ReSOlution.
-.ene.al aDd aeplaceaent rDn~- shall mean the fund
created pursuant/to Section 4.04(F) beleof.
-aene..l and aeplaceatnt rund aequire.ent- shall mean
an a~ount of .oney equal to '300,000, or such other .~ount
11
16C 5
a. may b~ c~rt1fi~d to the Issu~r by tbe Consulting Engineers
as an .~unt .ppropl1at~ for the purposes of this Resolution.
..e.erY~ Account- ahall ~ean the separate account
in the Sinking fund establi.hed pursuant to Section ~.O.(C)
bereof.
..e.er.. Account aeQulreaent. ahall .ean, a. of any
~ate of calculation, an a~ount equal to the le8ser of (1)
M.ai.uD Annual Debt Service for all Outstanding Bonds,
or (2) 125' of the average annual debt aervice for all
Outatanding Bonda, .a provided in Revenue Procedure 8~-26
o~ the Internal Revenue ServIce.
-a.aolatloDe ahal1 aean thi8 ReSOlution, a. the aa~e
aay froD time to t1~e be .~ended, modified or aupplemented
by Supplemental Resolution.
-.e..nue puna- ahall aean tbe f~nd created pursuant
to Section ~.04(A) bereof.
.Serla1 Bond.- .ball aean all of tbe Bonds otber than
the ~erm Bonds.
.Serl..- .hall aean all the Bonds delivered on or1ginal
issuance in a simultaneous transaction and identified pursuant
to Sections 2.01 and 2.02 hereof or a Supplemental Resolution
authorizing the issuance by the Issuer of such Bonds as
a separate Series, regardless of variations in maturity,
interest rate, Sinking Fund Install~ents or other provisions.
-Serie. 1'15 .OD~.- .hall ~ean tbe Issuer's Water
end Sewer Revenue Bonds, Series 1985 authorized pursuant
to Section 2.02 bereof.
.Sinking ran~- .hall aean the fund established pursuant
to Section 4.04(C) hereof.
81iDtlD9 rand IDatallaent- .hall ~ean an amount ~es19nated
.s .uch by Supplemental Resolution of the Issuer and established
with respect to tbe ~erm Bonds.
8Special.&a.e..aeDt.- aeans any and all asaessments
against property benefited by the System or any part tbereof,
but .pecial ..sess.enta .hall be subject to the provisions
and l1en and pl.die of this ae8olution only if and to the
extent provi.JoD for inclu.1on .. part of tbe Ple~ged Punds
ha. been made by Suppleaenta1 .eaolution to be adopted
by the Issuer. Special Assessments .hall include all assessments
whicb have been levied by the Issuer 1n regard to the System
on tbe date tbe first Series 1985 Bonds are issued.
12
16C 5
.Special as.e...eDta Fund- shall ~ean the fund created
pursuant to Section 4.04(E) bereof.
.Special As.e...enta Proceeds- Deans the proceeds
of Special Assessments pledged hereunder (principal and
interest), vbether paid at one t1~e or in installments
from time to tiae.
.State- ahlll mean the Stlte of Florida.
.SabordlDated tD~ebt.~Dt..- shall mean that indebtedness
of the Issuer, subordinate and junior to the Bonda, issued
in accordance with the provisions of Section 6.01 hereof.
.Sarplaa PaDa- aball .ean the fund created purauant
to Section 4.0'(G) bereof.
.Sapple.eDtal aeaolatlon- ahall .ean any resolution
of the Issuer a~end1n9 or aupple~ent1ng this ~esolution
enacted and becoming effective in .ccordanc~ with the ter~s
of Sections 8.01, 8.02 and 8.03 hereof.
.SJat..- ahall .ean any and all vater produetion,
transmission, treatment and di8tribution facilities and
aewage collection, tran8~ission, treat~ent and disposal
facilities now owned and operated or hereafter owned and
operated by the Issuer, whicb Syste~ shall also include
any and all improve~ents, extensions and additions thereto
hereafter constructed or acquired either from the proceeds
of Bonds or from any other sources, together with all property,
real or personal, tangible or intangible, now or hereafter
owned or used in connection therewith.
-SJate. Deyelop.ent Fee.- ahall ~ean the charges impos~d
by the Issuer on Persons, including developers and large
users, connecting to the System, or r~serving capacity
in the Syste., which represent a pro rata ahare of the
costs of tbe system which are attributable to the increased
demand 8ucb add1tional conneetions create upon tbe System;
provJded, however, that such cbarges shill be net of any
refunds to Slid Persons in accordance with applicable developer
or use a9ree~ent.. System Development Fees shall not include
Connection Fees.
.SJate. Develop.eot Feea Faod- ahall ~ean tbe fund
created pur.uant to Seetion ..04(D) bereof.
-7.r. BODaa- ahall aean tbose Bonds wbich ahall be
designated 8S rerD Bonds hereby or by Supple~ental Resolution
of tbe Issuer.
13
lb~ 5
-~er. BODda .edeaptioD Account- ahall ~ean the separate
account In the Sinking Fund established pursuant to Section
4.04(C) bereof.
-Variable .ate Bond.- ahall ~ean Bonds issued with
. variable, Adjustable, convertible or other si~ilaI rate
which Is not fixed in percentage for the entire ter~ thereof
at the date of issue.
~he teras -herein,- -bereunder,- -hereby,- -hereto,.
-hereof,- and anya1milar terms, ahall refer to this Reaolution,
the term -heretofore- ahall aean before the ~ate of adoption
of this Resolution, and the term -hereafter- shall aean
after tbe date of adoption of tbl. Resolution.
Words impo.rting tbe aalculine vender include every
other iender.
Words i~port1ng tbe a1ngular nu~er Includ~ tb~ plural
number, and vice versa. .
SI~10B 1.02. AOTBORIYT POR aBSOLOTIO.. This Resolution
1s adopted pur.uant to the provisions of tbe Act. ~be
Issuer bas ascertained and bereby determined that adoption
of this Resolution is necessary to carry out the povers,
purposes and duties expressly provided 1n the Act, that
each and every ~atter and thing a6 to wbich provision is
~ade berein is necessary in order to carry out and effectuate
the purposes of the Issuer in accordance with the Act and
to carry out and effectuate the plan and purpose of the
Act, and that the powers of the Issuer berein ezercised
are 1n each case exercised in accordance with the provisions
of the Act and in furtherance of the purposes of the Issuer.
SBC~IO>> 1.03. .ISOLD~JO. ~o COIS~IYD~E CO.~RAC~.
In consideration of tbe purchase and acceptance of any
or all of the Bonds by those who ahall bold the same fro~
ti~e to time, the provisions of this Resolution ahall be
a part of the contract of the Issuer witb the Bolders of
the Bonds and with any Insurer of auch Bonds, and ahall
be dee~e~ to be and aball CODstitute a contract between
the Issuer and the Boldera fro. ti~e to tiDe of the Bonds
and each Insurer. ~be pledge Dade in the Resolution and
the provisions, covenants and agree~ents here1n aet forth
to be perforaed by or on behalf of tbe Issuer shall be
for tbe equal benefit, protection and aecurtty of tbe Bolders
of any and all of .ald Bonds and eacb Insurer. All of
the Bonds, regardless of the time or t1~es of their isauance
or aaturity, shall be of equal rank witbout preference,
priority or distinction of any of the Bonds over any otber
thereof p.xcept a. ezpressly provided 1n or pursuant to
this Resolution.
Ie
16C 5
IlcrIO. 1.0'. PI.DI.CiS. It il hereby ascertained,
deter~ined and declare~:
(A) That the Issuer now owns, operates and ~aintains
vater facilities for tbe supply and distribution of water
for do~estic, co~erc1al and industrial use.
(8) ~bat the I..uer now owns, operates and .aintains
lever facilities for the collection, tteat~.nt an~ disposal
of aevage and vaste water satter witbin the Diltrict.
(C) ~hat tbe Issuer deelDs it necessary, desirable
an~ in the best financial .n~ administrative tnterests
of the Issuer that tbe water and lewer facilities be combined
and consolidated into a lingle aystem.
(D) That the water and aever facilities be and are
bereby combined and consoli~ated into one 11ngle .ystem.
(E) "J'hat there is hereby authorized the acquisition
and construction of additions, eatensions and 1mprovem~nts
to tbe System, in the form of the Initial Project, substantially
in accordance with the plans and specifications prepared
by tbe Consulting Engineers and filed witb and approved
by the Governing Body. The Initial Project shall be financed
by pert of the proceeds of the Sonds issued pursuant to
this Resolution and by other moneys available for such
purposes, if any.
(r) That tbe Issuer bas heretofore issued and has
now outstanding and unpaid certain of the Refunded Obligations.
(G) That the Pledgedrunds are not pledged or encumbered
in any ~anner except for the payment of principal of and
interest on the Refunded Obligations.
(8) Tbat tbere is hereby authorized the payment and
refunding of the Refunded Obligatlons all in the sanner
as provided by this Resolution.
(1) Tbat for the payment and refunding of said aefunded
Obligationa, tbe Issuer shell, a. plovlded herein, deposit
part of the proceeds derived from the .ale of the Series
1985 Bonds into a special escrow deposit trust fund, wblch
ahall be aufficient, together witb inveataent .Irnings
tberefro., to refund tbe Refunded Obligations as the .ame
become due and payable or are redeemed prlor to ..turity,
all .s provided in thIs Re.olutJon and the Escrow Deposit
AgreeDlent.
15
16C 5
(JJ Tbat the esti.,ated Gross Revenues to be derived
in each year hereafter fro~ the operation of tbe Syste~
will be sufficient to pay all the Opec.ting Expenses, the
principal of and interest on the Bonds to be 1ssued pursuant
to this Re8olution, as the same become due, and all other
payments provided for 1n this Resolution.
(l) Ifbat the principal of and 1nterelt on the 80nds
to be issued pursuant to tbia aesolution, and all other
payments provided for in this Resolution will be p.id aolely
from the Pledged Funda in accoldance with the ter~a hereof,
and the ad valorem ta~ing poyer or any other funds of the
Issuer or the County viII never be neces.aIY or author1zed
to pay the principal of and interest on the Bonds to be
issued pursuant to thJs Rt.olution, or to Dake any other
payments provided for 1n this Resolution, and the 80nds
ahall not constitute a lien upon the Syste~ or upon any
other property whatsoever of or 1n the Issuer or the County.
(L) Tha.t the eBtiJr\ated cost of the In1t1al Project
is $50,000,0001 the estimated annual Gross Revenues, including
System Develop~ent Fees and Special Assessment Proceeds,
to be derived from the System, 8ubsequent to acquisition
and construction of the Initial Project are f17,095,000;
the esti~ated annual Operating Ezpenses of the System,
subsequent to acquiGJtion and construction of the Initial
Project are $8,392,000; that the e6ti~ated annual debt
service on the Series 1985 Bonds 1s $8,240,000.
SIC~IO. 1.05. I.I~IAL PROJBC~. ~he Issuer does bereby
authorize the acquisition, construction and installation
of the Initial Project.
16
16 C 5
Am'ICLB 11
At7rBORlIAT10R, !"EMS, DSCDTIOS ARO
UGISTMTIOJi or BOROS
S.C~10. 2.01. AnTBORllA7IO. OF BOxeS. ~hi5 Resolution
creates an issue of Bonds of the Issuer to be designated
as .County Water-Sewer District Water and Sewer Revenue
Bonds. which may be issued in one or acre Series as hereinafter
provided. The aggregate principal asount of tbe Bonds
vhich may be e~ecuted and delivered under this Resolution
Is not li~ited except as i8 or may hereafter be provided
in this Resolution or as llsited by the Act or ~y law.
~he Bonds say, if and vben author12ed by tbe Issuer
pursuant to this Reaolution, be issued In one or aore Series,
with auch further appropriate particular designltions added
to or incorporated in 8uch title for the Bonds of any particular
Series as the Issuer may deter~1ne and as may be necessary
to distinguish such Bonds from the Bonds of any other Series.
Each Bond shall bear upon its face the designation so determined
for the Series to whjch it belongs.
Tbe Bonds ahall be issued for luch purpose or purposes;
ahall bear interest at such rate or rates not exceeding
the .axi~u~ rate permitted by law; and shall be payable
in lawful ~oney of the Onited States of A~erjca on such
dates; all as determined by Supplemental Resolution of
the Issuer.
~he Bonds shall be issued in such denominations and
such form, whether coupon or registered; sball be dated
sucb date; ahall bear such numbersl shall be payable at
such place or places; shall contain such redemption provisions;
shall have such Paying Agents and ~egjltrarsl shall sature
in such years and amounts, and tbe proceeds ahall be used
in such manner, all as determined by Supplemental Resolution
of tbe I..uer. The I.suer say 1s.ue Bonds which say be
aecyred by . Credit racility or by an 1nsurance policy
of an Inlurer all a. ahall be determined by Suppl~mental
Resolution of the Issuer.
So long a. the Series 1'85 Bonds are outstanding and
1nsured by AMBAC Indemnity Corporation (.AMBAC Indeanity.)
the Is.uer aball nota (A) 1..ue Variable Rate Bonds in
an ..ount tbat, after tbe date of i.auance thereOf, viII
e~ceed 35' of tbe total principal of tbe Bonds tben Outstanding;
or (8) issue Variable aate Bonds without the prior approval
by AHBAC Inde~nity of the terms and conditions of any Credit
Facility issued to secure any Variable Rate Bonds and of
tbe Credit Bank issuing sucb Credit racility, inCluding
17
16C 5
the terms and conditions for the repl.ce~ent an~ substitution
of such Credit Facility and Credit Bank contained 1n the
Supple~ental ~e601ution authorizing such Var1able Rate
Bonds, which approval shall not be unreasonably withheld.
The proviljons of this paragraph are for the sole and exclusive
bene! i t of AMaAC IndellUli ty.
n~IOJl 2.02. ADlJ'BOJ.IIAlJ'IO. AJlO O"lSCRIP.,lO. or IIRIIS
l'ISIOIIOS. A Serie. of Bonds entItled to the benefit,
protection and aecurity of this Resolution 15 hereby authorized
in the aigregate principal a~ount of not ezceeding
$82,500,000 for the purpose. of refunding of the Refunded
Obligations and financing the Cost of the Initial Project.
Such Serlel of Bonds .hall be designated ai, and Ihall
be distinguilhed frOB the Bonds of all other Series by
the title, 8County Water-Sewer District Water and Sewer
Revenue Bonds, Series 1985., prov1de~ the Issuer say change
such des1gnation 1n the event that the total a~ount of
Series 1985 Bonds authorized herein are not issued in a
s1~ultaneous transaction or the Series 1985 Bonds are not
issued in calendar year 1985.
~he Series 1985 Bonds shall be dated as of the first
day of the .ontb in whicb occurs tbe delivery of the Series
1'85 Bonds to the purchaser or purchaeers thereof or such
otber date as may be set forth by Supple~ental Resolution
of tbe Issuer, shall be issued as fully registered Bonds;
shell be numbered consecutively fro~ one upward in order
of ~aturity preceded by the letter 8R8, shall be in 8uch
denominations and shall bear interest at a rate or rates
not ~~ceedln9 the ~axlmum rat~ per~itted by law, payable
in such ~anner and on such dates; shall consist of such
amounts of Serial Bonds, Term Bonds, Variable Rate Bonds
and Capital Appreciation Bonds maturing in such years and
a~ounts not ezceeding forty (40) years from their date;
ahall be payable in such place or placesl ahall bave 8uch
Paying Agents and Regiltrarl' and shall contaIn 8ucb redemption
provisions, all as the Issuer ahalJ provide bereafter by
Supplemental ae501ution.
~be principal of or Rede~ption Price, if applicable,
on tbe Ser1es 1985 Bonds are payable upon presentation
of tbe Series It85 Bonds at the office of the Paying Agent.
Interest payable on any Serlea 1'85 Bond on any Interest
Date viII be paid by check of the Paying Agent to tbe Bolder
in wbole n..e luch Bond .hall be registered at tbe clo.e
of bUliness on tbe date which .hall be tbe fifteenth day
(whether or Dot a business day) of the calendar eontb nezt
preceding 8uch Interest Date, or, at the option of the
Paying Agent, and at the request and ezpense of 8u~h Solder,
by bank wire transfer for tbe account of such Bolder.
All pa~ent& of principal of or Redemption Price, if applicable,
18
16C 5
and iD~~relt On tbe Seriea 1985 Bonds Ihall be payable
in any coin or currency of the Onited States of A=er1ca
which at the ti~e of payment 1& legal tender for the payment
of pUblic and private debts_
DC'rJO.2.03. APPLlCAIJ'IO. or S811lS 1'85 BOil> .aOCIEDS.
Except as otherwise prOVided by Supple~enta1 ReSolution
of the Issuer, the proceeds derlve~ from the I.le of the
Seriel 1'85 Bon~&, including accrued interelt and pre~lum,
if any, Iball, 11.ultaneoully with tbe delivery of the
Se~iel 1'85 Bond. to tbe purcbaser or purchalers thereOf,
be applied by the Ilsuer as follow&s
(A) Accrued 1ntere.t and proceeds of the Series 1985
Bonds reprelenting capitalized Interelt, if any, ahall
be depolIted In the Interelt Account and Ihall be used
only for the purpose of paying tbe interest which Ihall
tbereafter become due on the Series 1985 Bonds.
(8) A lufficient Il'Iount of Seriel 1985 Sond proceeds
shall be deposited in the Reserve Account which, together
witb any aoneys and securities on deposit therein and insurance
po11cie5 obtained in accordance with Section 4.05(8) (4)
beleof, shall equal the Reierve Account Requirement.
(e) A sufficient amount of the Series 1985 Bond proceeds
ahall be applied to the payment of the premiums of any
~unicipal bond insurance policies applicable to the Series
1985 Bonds or reserves established therefor arod to the
payment of COlts and espenses relating to tbe issuance
of the Series 1985 Bonds.
(D) A 8ufficient a~ount of Series 1'85 Bond proceeds
shall be deposited irrevocably in trust in the escrow deposit
tru8t fund under the ter~s and provisions of the Escrow
Deposit Agree~ent and ahall be invested in Federal Securities
in tbe manner set forth In tbe Escrow Deposit Agreement,
which investmentl Ihall mature at such times and in such
amounts as Iball be aufficient to pay the prinCipal of
or aed~mptjon Price, if applJcable, and Jnterest on the
~efunded Obligations es the .a~e ~ature and become due
and payable OJ are redeemed prior to maturity.
(1:) IJ'he baleru:e, if any, of the Series 1'85 Bond
proceeds aball be deposited in the Construction rund.
D<...4fJOII 2.0.. D.BCO!JOII or IOIIDS. If b. 8 0 D d a . h all
be ezecuted in tbe name of the Issuer with tbe .anualor
facsi~ile lignature of the Chalr~an and the official aeal
of ~he Issuer ahall be imprinted tbereon, attested and
countersigned with the ~anual or facs1~1le signature of
the Clert. In case anyone or 110re of the offieers who
l'
16C 5
ahall have signed or seale~ any of the Bonds or whose f.csi~ile
slgnatore shall appear thereon shall cease to be such officer
of the Issuer before the Bon~& so s1gnea and sealea have
been actually sold and delivere~ such Bonds ~ay nevertheless
be sold and delivere~ as herein provided and ~ay be issued
as 1f the person who Signed or sealed such Bonds had not
ceased to bold such office. Any Bond ~ay be signed and
aealed on behalf of the Issuer by such person who at the
.ctual tlee of the eaecut10n of aucb Bond .hall bold the
proper office of tbe Issuer, although at tbe date of such
Bond aocb person .ay not bave held auch office or may not
bave been ao authorized. ~he I.suer may adopt and use
forsncb purposes the facsi~ile aignatures of any such
persona who aball have held aucb office. at any ti~e after
the date of the adoption of this Resolution, notwithstanding
that either or both shall have ceased to hold such office
at the ti~e tbe Bonds shall be actually aold and delivered.
5'lC:."7IOB 2.05. AOlfBI.7JCA7IO.. )fo Bond of any Series
sball b< secured hereunder or entitled to tbe benefit hereof
or sball b~ valid or Obligatory for any purpose unless
there aball be eanually endorsed on such Bona a certificate
of authentication by the ~egi8trar or such other entity
as .ay be approved by tbe IS8uer for such purpose. Such
cert1fJcate on any Bond ahall be conclusive evidence that
such Bond has been duly .utbenticated and delivered under
this Resolution. The form of such certIf1cate shall be
substantially in the form provided in Section 2.10 hereOf.
SBCTIOR 2.06. !:IK PORA.1' SOlIDS. On t i I the de fin i t i ve
Bonds of .ny Series are prepared, the Issuer may ezecute,
in the &a~e ~anner as is proviaed 1n Section 2.04, and
deliver, upon authentication by the Re;istrar pursuant
to Section 2.05 hereof, in lieu of definitive Bond., but
subject to the same provisions, limitations and conditions
as the definitive Bonds, eacept as to the denominations
thereof, one or ~ore temporary Bonds substantially of the
tenor of tbe definitive Bonds in lieu of which such te~rary
Bond or Bonds are i.sued, 1n denominat1~n. of '5,000 or
any .altiple thereof authorized by the Issuer (except as
to Capital Appreciation Bonds and Variable Rate 80nds which
.ay be issued in auch denominations .. provided by Supplemental
Resolotion), and with such omissions, inaertions and variations
as .ay be appropriate to temporary Bonda. ~he Issuer,
at his own expense, ahall prepare and eaecute definitive
Bonda; which sball be authenticated by tbe Reg18trar.
Opon the aurrender of aucb teeporary Bonds for eachange,
tbe Regi.trar, witbout charve to tbe Bolder thereOf, ahall
deliver in eachange therefor definitive Bonds, of the .a~e
aggregate principal a~ount and Series and maturity as the
temporary Bonds surrendered. Until so exchanged, the temporary
Bonds aball 1n all respects be entitled to tbe sa~~ benefits
20
16C 5
and security as definitive Bonds 1ssued pursuant to this
Resolution. All te~porary Bonds surrendered in exchange
for anotber temporary Bond or Bonds or for a definitive
Bond or &onds shall be forthwith cancelled by tbe ~e9istrar.
SIC~10. 2.07. 80_DS .n~IL~~ID, DIS~aOYID, I~OLI&
oa LOS~. In case any Bond shall become sutJlated, or be
~estroyed, .tolen or lost, the Issuer may, 1n 1tl ~iscretion,
Jssue and deliver, and the Registrar shall authenticate,
. nev lond of like tenor as tbe Bond 10 sutl1ated, destroyed,
Itolen or lost, in ezchange and substitution for such .utl1ated
80nd upon lurrender and cancellation of auch .utl1at.~
Bond or 1n 11eu of and aubatitution for tbe Bond destroyed,
Itolen or 101t, and upon tbe Bolder furnilhing the Issuer
and the Regi.trar proof of his ownership thereof and satiltactory
indemnity and co~plying witb sucb other reasonable r~ulations
and conditions as the Issuer or tbe Registrar .ay prescribe
and paying 8uch '~pense8 8. tbe Issuer and the Reg11trar
.ay incur. All Bonds so surrendered Iball be cancelled
by the Regiltrar. . If any of the Bonds Ihall have lIatured
or be about to ~ature, instead of I8sulng a substitute
Bond, the Issuer may pay the sa~e or cause the Bond to
be pa1~, upon being jnde~nitied as aforesaid, and if such
Bonds be lost, atolen or destroyed, witbout aurlendeI thereof.
Any sucb duplicate Bonds i.sued pursuant to thIs Section
2.07 ahall constitute original, additional contractual
obligations on the part of the Issuer whether or not the
lost, stolen or destroyed Bond be at any tIme found by
anyone, and such duplicate Bond shall be entitled to equal
and proportionate benefits and rights as to lien on the
Pledged Funds to the sa~e eatent as all other Bonds issued
hereunder.
DCTIOR 2.08. J_TIRCBAJGIABILIlfY, IBGOTIABILI!'I AJIlD
IfJlA.SrBR. Bonds, upon eu[render thereof at the office
of the ~e9i6trar with a written inatrument of transfer
satisfactory to the Registrar, duly eaecuted by tbe Bolder
thereof or bie attorney duly autboriaed in writing. .ay,
at tbe option of the Bolder tbereof. be exchanged for an
equal aggregate principal a~ount of registered Bonds of
tbe same Series and maturity of any other authorized deno~in.tlons.
!'he Bonds Jssued under this Resolution _hall be and
have all the qualities and incidents of negotiable Inltruments
under tbe law .ercbant and tbe Dnifor. Co.mercial Code
of the State of rlori~., aubject to tbe provlllons for
regiatration and tranafer contained in this Resolution
and in tbe BondI. So long as any of the londs shall re~aln
Outstanding, the Is.uer shall sa1ntainand keep, at the
21
16 C 5
office of the Registrar, books for the ~egistratjon and
transfer of the Bonds.
Each Bond shell be transferable only upon the books
of the Issuer, at the office of tbe Registrar, under such
reasonable regulations .. the ISBuer may prescribe, by
the Bolder thereof 1n perlon or by bls attorney duly authorIzed
1n writing upon lurrender thereof together with a written
1nstru=ent of transfer .atisfactory to the Registrar duly
executed and guaranteed by tbe Bolder or bJs duly autborized
attorney. Cpon the transfer of any lueb Bond, the Ilsuer
.hall i..ue, and cause to be authenticated, in the name
of the transferee a new Bond or Bonds of the same aggregate
principal amount and Series and .aturity '8 the .urrendered
Bond. ~be 118uer, the Registrar and any Paying Agent or
fiduciary of the I.suer .ay deem and treat tbe Person 1n
whose na~e .ny Outstanding Bond shall be registered upon
the books of the Issuer as the absolute owner of such 8ond,
whether such Bond shall be overdue or not, for. the purpose
of receiving pay=ent of, or on account of, the principal
or Redemption Price, if a~pl1cable, and interest on such
Bond and for all other furposes, and .11 such payments
so aade to any luch Bolder or upon his order ahall be valid
and effectual to sat15fy and discharge the liability upon
aucb Bond to the extent of the su~ or su~s so paid and
neither the Issuer nor the Registrar nor any Paying Agent
or other fiduciary of the Issuer shall be affected by any
notice to the contrary.
The Registrar, in any case where it is not also the
Paying Agent in respect to any Series of Bonds, forth~ith
(A) following the fifteenth day prior to an interest payment
date for such Series, (8) follo~in9 the fifteenth day next
preceding the date of first ~ailin9 of Dotice of rede~ption
of any Bonds of such Series; and eC) at any other t1~e
as Eeasonably requested by the Paying Agent of such Series,
certify and furnish to such Paying Agent tbe na~e., addresses
and holdings of Bondholders and any other relevant information
reflected in tbe reg1atrat10n booka. Any 'ay1n; Agent
of .ny fully registered Bond ahall effect payment of interest
on such Bonds by ..i11ng a check to the Bolder entitled
thereto or .ay, in lieu thereof, upon the reQuest and at
the expense of. such Bolder, tran.~jt .ucb pay~ent by bank
vire transfer for the account of such Bolder.
In all casea 1n wb1ch tbe priyI1ege of eXChanging
Bonds or transferring Bonds 1. exercised, tbe I.suer aball
execute and deliver Bonds and the Registrar shall authenticate
luch Bonds 1n accordance with the provilions of tbis Relolution.
Execution of Bonds by the Chairman and Clerk for purposes
of exchanging, replacing or tranSferring Bonds may occur
at the tiDe of the or1ginal delivery of the Series of which
22
16)G 5
'\
such Bonds are a part. All Bonds aurr~nder~d in any 8uch
e~changes or transfers shall be beld by the Registrar in
safekeeping until directed by the Issuer to be cancelled
by the Registrar. For every such exchange or transfer
of Bonds, tbe Issuer or the Registrar &ay make a charge
sufficient to reimburse it for any tea, fee, elpense or
other governmental cbarge r~Quired to be paId with respect
to such eachange or transfer. The Issuer and the RegIstrar
ahall not be obl19ate~ to aake any aucb elchange or transfer
of Bonds of any Series during tbe fifteen (IS) days nelt
precedl>>g an Intereat Date on the Bonds of such Series
(other than CapItal Appreciation Bonds and Variable Rate
Bonds), or, in the case of any proposed redemption of Bonds
of sucb Series, tben durin; tbe f1fteen (IS) days ~e~t
preceding the date of tbe firat ma11ing of notice of such
redemption and continuing until auch redemption date.
SBCTIOW 2.0'. COOPO. BOBDS. The Issuer, at its discretion,
aay by Supple~ental Resolution author!,e the issuance of
coupon Bonds, registrable as to ~rincipal only or as to
both principal and interest. Such Gupple~ental ResolutIon
shall provide for tbe negotiability, transfer, interchangeability,
denominations an~ form of 5ucb Bonds and coupons appertaining
tbereto.
SIC~IO. 2.10. rORR or 80RDS. The text of the Bonds,
except as otherwise provided pursuant to Section 2.09 hereof
and elcept for Capital Appreciation Bonds and V6riable
Rete Bonds, the form of which shall be provided by Supplemental
Resolution of the Issuer, ahall be in .ubstantially the
following form with such omissions, insertions and variations
as ~ay be necessary and/or desirable and approved by the
Chairman or the Clerk prior to the issuance thereof (WhiCh
necessity and/or ~es1rabjlity and approval shall be presumed
by such officer's elecution of the Bonds and the Issuer's
delivery of the Bonds to the purchaser or purchasers tbereof):
23
16C 5'
Ilo. R-
$
01lI RD nAns or AJllJU CA
STAT I or rLOUbA
COLLID COOftY
COtTJr'rY kA!'U-SE'RR 01 B!'lU C!'
IIA!'D &aD SftU UVlRUI 10m>,
BDIBS
Interest
Rate
Maturity
Date
Date of
Original Issue
COSIP
,
,
,
Regi.tere~ Bol~erl
Principal Amount:
SlOW ALL RII at YBISI P1!SIITS, tbe County Water-Sewer
Di.trict, a body corporate and politic created and exi.ting
under and by. virtue of tbe Jaws of the State of Florida
(the -Issuer-), which is located in Collier County, Florida,
for value received, bereby p[o~ises to pey, .olely fro~
the Pledged Funds hereinafter described, to the Regi'tered
Bolder identified above, or registered assigns as hereinafter
provided, on the Maturity Date identified above, the Principal
Amount identified above and to pay interest on such Principal
A~ount from tbe Date of Original Issue identified above
or from the ~ost recent interest payment date to which
interest has been paid at the Interest Rate per annum identified
above on and of
each year co~enc1n9 until such Principal
Amount ahall bave been paid, except as tbe provisions hereinafter
..t forth with respect to redemption prior to ~aturity
aay be or become applicable bereto.
Such Principal Amount and interest and tbe premium,
if any, on this Bond are payable in any coin Or currency
of the Onited'States of ADerica wbich, on the respective
date. of p.y~ent tbereof, ahall be legal tender for tbe
payment of public and private debts. Such PrinCipal A~ount
and tbe pre~iu., if any, on tb1. Bond, are plyable at tbe
principal corporate tru.t office of ,
, , a. Paying Agent. Payment of
each In&t~ll~ent of interest ahall be ~ade to tbe person
in whose name this Bond shall be registered on the regi.tration
b~ok& of tbe Issuer ~aint.lned by ,
, , as Registrar, at the close
24
16C 5
of business on the date wh1ch ahall be the fifteenth day
(whether or not a business day) nezt preceding each interest
pay~ent ~ate an~ shall be paid by . check of such Paying
Agent ~iled to such Registered Bolder at the address appearing
on Jucb registration books or, at the option of such Paying
Agent, and at the reQuest and elpenee of such Registered
Bolder, b} bank wire transfer for the account of 8uch Bolder.
~his Bond 1s one of an authorized issue of Bonds in
tbe aggregate principal a.ount of , (the
-Bonds-) of lite date, tenor and effect, except as to maturity
date, 1ntereat rite, deno~1nation and number, issued to
finance , in
~nd for tbe Issuer, under the authority of and 1n full
compliance with the Constitution and laws of the State
of Florida, particularly Part II of Cbapter 153, Florida
Statutes, and other applicable provisions of lav (tbe -Act-),
and a resolution duly adopted by the Soard of County Commissioners
of Collier County, Florida, acting as the Governing Body
of the Issuer, on , as a~ended and supplemented
(tbe -Besolution.), and is subject to all the t~r~s and
conditions of the Resolution.
~bis Bond and the interest hereon are payable lolely
from and lecured by a lien upon and a ple~ge of (i) tbe
Net Revenues Cas defined in the Resolut1on) to be derived
from the operation of the Issuer'. water and sewer system
Cthe .Syste~-), (11) the Syste~ Develop~ent Fees Cas defined
1n the Resolution), (i11) the Special AssesslIIent Ploceeds
Cas defined in the Resolution), and (iv) until applied
1n accordance witb the provisions of the Resolution, all
~oneys, including investments thereOf, in certain funds
and accounts established by the Resolution (collectively,
the .Pledged Funds.), SUbject in each case to the application
the r e of for the pur po s e san don the con d i t ion s per m i t t e d
by the Resolution. It 1s e2pressly agreed by the Registered
Bolder of this Bond tbat tbe full faith and credit of tbe
IS8uer and of Collier County, Plorida (tbe .County-) are
aot pledged to the payment of tbe principal of, premium,
if any, and 1nterelt on this Bond and tbat lucb Bol~er
.hall never bave the rigbt to require or compel the exereise
of any tazing power of the Issuer or the County to the
pay~ent of sucb prIneipal, prem1um, if any, and 1nterest.
tbis Bo>>d an~ tbe obligation evidence~ hereby ahall not
constitute a lien upon tbe System or any other property
of tbe I.suer or tbe County, but .ball conlt1tute a l1en
only on, and .hall be payable 101ely from, tbe Pledged
Funds 1n accordance with tbe terms of tbe Resolution.
2S
16 C 5
Neither the .e~bers of the Governing Body of the Issuer
nor any person eJecut1ng this Bond shall be liable personally
hereon or be subject to any personal liability or accountability
by reason of the issuance hereof.
REFERENCE IS IEREBY MADE TO TBE rURTHER PROVISIONS
OF TBIS BOND SET FORTH ON THE REVERSE SIDt BEREO' AND SUCB
rURTHER PROVISIONS SHALL FOR ALL PURPOSES BAVE TBE SAME
EFPECT AS IF SET 'OkrS ON ~BE FRONT SID! HEREO'.
~bls Bond is one of a aeries of Bonds which were .alidated
by ju~gment of the Circuit Court for CollJer County, rlorida,
rendered on .
~b1s Bond ahall not be vali~ or become obligatory
for any purpose until the certificate of authentication
hereon ahall have been 8igned by the Registrar.
I. .17.15& WBllIOr, the County Water-Sever Di.trict
bas issued this Sond and bas caused the s.~e to be executed
by the .anual or fac8i~11e signature of the Chairman of
the Board of County Commissionerl of Collier County, florida,
acting as the Ex-Officio Cbair~an of the Govern.lng Sody
of the Issuer and by the _.nual or facaI~11e signature
of the Clerk of the Soard of County Com~1ssioners of Collier
County, Florida, acting as the Ex-Officio Clerk of the
Governing Body of the Issuer and its corporate aeal or
. facsi~ile thereof to be affixed or reproduced bereon.
coovn WA!'Q-BnU DI STJU 0'
(SEAL)
Chairman of the Board of County
Commissioners of Collier County,
florida, acting .. the Ez-officio
Chairman of the Governing Body of
the County Water-Sever District
Clerk of the Board of County
Commissioners of Collier County,
FlorIda, acting .. the Ez-off1c1o
Clerk of tbe Governing Body of the
County Water-Sever Diatrict
26
16C 5
(Provisions on Reverse Side of Bond)
This Bond Is transferable in accordance vith the ter~s
of the Resolution only upon the books of the Issuer kept
for that purpose at the principal corporate trust office
of the Registrar by the Registered Bolder bereof in person
or by bis attorney duly authorized in vriting, upon tbe
surrender of this Bond together with a written 1n.tru~ent
of transfer lati.factory to the Registrar duly ezecuted
by the Registered Bolder or hie attorney duly authorized
1n writing, and thereupon a Dew Bond or Bonda in the .a~e
aggregate principal a~ount shill be issued to the transferee
in .~cb.nge therefor, and upon the pa~ent of the charges,
1f any, tberein prelcribed. The Bonda are i..uable 1n
tbe form of fully registered Bonds in the denomination
of $5,000 and any 1ntegral .ultlple tbereof, not ezeeeding
tbe aggregate principal aaount of the londs. The Ilsuer,
tbe Regiltrar and any Paying Agent say treat the Registered
Bolder of this Bond as the absolute owner hereof for all
purposes, whether or not this Bond ahall be overdue, and
ahall not be affected by any notice to the contrary. The
Issuer ahall not be obligated to ~.ke any eJcbange or transfer
of the Sands during the fifteen (15) day. nelt preceding
an interest p.ym~nt date or, in the case of any proposed
redemption of the Sonds, then, during tbe fifteen (IS)
days next preceding the date of the first aailing of notice
of such redemption.
(INSERT RED~PTI0N PRDYlSIONS)
Redemption of this Bond under the preceding paragraphs
shall be ~ade as provided in the ~esolution upon notice
v1ven by first class aail lent at lealt thirty (30) days
prior to tbe redemption date to tbe Registered Bolder hereof
at tbe a~~ress ahown on the regi.tr.tion book. ..intained
by the Registrarl provided, bowever, that failure to aail
notice to tbe Registered Bolder hereof, or any defect tberein,
ahall not affect the validity of the proce.dings for redemption
of this Sonde . In the event that leas tban tbe full principal
a~ount hereof Ihall have been celled for redemption, the
Registered Bolder hereof .ball surrender this Bond in ..change
for one or .ore Bonds In an aggregate principal a.ount
equal to the unredeemed portion of principal, .. provided
in the Resolution.
Reference to tbe ~esolution ~nd any end all resolutions
.upple~ental thereto and ~odifications and a~endment& thereof
an~ to the Act is .ade for a description of the pledge
27
16C 5
And cov~nants securing this Bond, the natale, ~anner and
eztent of enfofce~ent of such pledge and cov~nant&, the
rights, duties, immunities and obligations of the Issuer.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen and
to be performe~ precedent to and in the issuance of this
Bon~, exist, have happened and have been perfor~ed, in
regular and due form and t1~e as required by the lavs and
Constitution of the State of Plorida applicable thereto,
and that tbe i.auanee of tbe Bonds does not violate any
conlt1tutional or .tatutory limitationa or provision..
28
16C 5
ASS I GJiIILE)ft'
FOR VALUE RECEIVED, the un~ers19ned sells, assigns
and transfers unto
Insert Social Security or Other
Ident1fyjng Number of Aasiqnee
(Na~e .n~ Address of Assignee)
the within Sond and ~oes hereby irrevocably conatitute
and appoint
,
as attorney to reg1ster tbe transfer of tbe .aid Bond on
tbe books kept for registration thereof with full power
of .ubstitution in the premises.
Dated:
Signature guaranteed:
~ICB: Signeture(s) must be
quaranteed by a member firm
of the ~e~ York Stock Exchange
or a commercial bank or trust
coznpany.
~ICB& The .ignatufe to this
assignment ~ust correspond with the
na~e of the Registered Bolder as it
appears upon the face of the within
Bond in every partiCUlar, without
alterAtion or enlArgement or any
change whatever and the Social
Security or other identifying
number of .uch assignee must be
supplied.
29
16C 5
~be folloving abbreviation" vhen used in the inscription
on the face of the ~ith1n Bond, Ihall be construed as though
they were written out in full according to applicable laws
or regulations:
2'EN CO"
TEN EN'l'
;IT "EN
as tenants 1n common
as tenants by tbe entireties
as joint tenants witb right of
.urvivorahlp and Dot a, tenants
1n cozranon
ONI' Glf KIN ACT
(CUlt.)
Custodian for
under Uniform Gifts to Minors Act of
(state)
Additional abbreviations ~ay also be used though not
in li.t above.
CJ.R'rlrlCATI or AO'fBERrICAlfJOJl
~his Bond is one of the Sonds of the Issue described
in the ~itbin-mentioned Resolution.
DATE OF AOTHE:NTlCAT10N:
Registrar
By:
Authorized Officer
30
'-~"...,.,-------,-"','--
16C 5
I..R7ICLI JIl
U.t>I'XPTION or lORDS
6BC~10. 3.01. ~.lVILIGB or .BDIMP~JO.. ~be terms
of this Article III ahall apply to re~e~ptlon of 8on~&
other than Capital Appreciation Bon~s or Vari.ble Rate
Bonds. ~he teras an~ provisions r~lating to red~mpt1on
ot Capital Appreciation 80nds and Variable Rate Bonds ahall
be provided by Supple~ntal Resolution.
SIC7IO. 3.02. SBLBC7IO. or 80.DB ro .1 .IDIIMBD.
~he Bonds shall be redee~ed only in tbe prIncipal amount
of f5,OOO each and integral .ult1ples th~reof. The Issuer
.hall, at least aiaty (50) days prtor to the rede~ption
date (unless a aborter time period ahall be .atisfactory
to the Registrar) notify the Registrar of such rede~ption
date and of the principal amount of Sonds to be redeemed.
Poi purposes of any re~emption of less tban all of the
Outstanding Sonds of a single .aturity, the particular
Bonds or portions of Bonds to be r~deemed shall be selected
not ~ore than forty-five (45) days prior to the redemption
date by the Registrar from the Outstanding Sonds of the
~atuljty or .aturities ~es1gnated by the Issuer by 8uch
~etho~ as the ~e9i&trar Ihall deem fair Ind appropriate
and which may provide for tbe selection for rede~ption
of Bonds or portions of Bonds .1n principal amounts of $5,000
and integral ~ultiple& thereof.
~be Registrar shall promptly notify the Issuer and
payjng Agent (1f the ~e9istrar 1s not the Paying Agent
for such Bonds) in writing of the Bonds or portions of
Bonds selected for redemption and, in the case of any Bond
selected for partial redemption, the principal amount thereof
to be redeeJned.
'BC~10. 3.03. .O~IC& or aIDIKP~10.. Notice of such
rede~ption, which ahall .pec1fy the Sond or Bonda (or portions
thereof) to be redeemed and the ~ate and place for re~empt1on,
ahall be given by the Registrar on behalf of the Issuer,
and (A) ahall be filed with the Paying Agents of the Bonds
and (BJ shall. be mailed flrst cJass, postage prepaid, at
least thirty (30) daya prior to the rederJlption date to
all Boldera of Bonds to be redeemed at their addresses
as they appear on tbe registration books lept by tbe Registrar.
Sucb notice ahall furtber atate that On auch redeaption
date there ahall beco~e due Ind payable upon .ach 80nd
to be redeerJled the Redemption Price thereof, or the Redemption
Price of the specified portions of the principal thereof
jn the case of Bonds to be redee~ed in part only, together
with interest accrued thereon to the rede~pt1on ~ate, And
31
16C 5
that from and after such date interest thereon shall cease
to accrue and be payable. 'ailure to ~ail notice to the
Bolders of the Bonds to be (edee~ed, or any defect therein,
sbal) not affect the proceedings of redemption of such
Bonds.
SICYI05 3.0C. .IDIMP~IO. OF POR7IO.S 0' BOaOS. Any
Bond which i. to be redeemed only 1n part ahall be surrendered
at any place of payment specified in the notice of redemption
(with due endorsement by, or written instru~ent of transfer
in form aatisfactory to the Regiltrar duly e~ecuted by,
the Bolder thereof or his attorney duly authorized in writing)
and tbe Issuer shaJJ execute and the Registrar shall authenticate
and deliver to the Bolder of auch Bond, without service
charie, a new Bond or Bonds, of any authorized deno~ination,
as requested by such Solder 1n an aggregate principal amount
equal to and 1n exchange for the unredeemed portion of
the principal of the Bonds 10 aurrendered.
SICYIO. 3.05. PAYMI.r OF alDIIMID 805DS. fiotice
of red~mption having been given substantially as aforesaid,
the Bonds or portions of Bonds 10 to be redeemed Ihall,
on the ledemption date, become due and payable at the Rede~ption
PrIce therein specified, and fIO~ and after such date (unless
the Issuer shall default 1n the pay~ent of the Rede~ption
Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption
in accordance with said notice, such Bonds shalJ be paid
by the Registrar and/or Paying Agent at the appropriate
Rede~ption Price, plus accrued interest. All Bonds which
have been redee~ed shall be cancelled and destroyed by
the Registrar and 6hall not be reissued.
32
16C 5
ARTJc.LE IV
ACDJUn, S'PICIAL FVHDS Ala)
APPLICATION IfnDOr
SIC~10R ..01. aOIDS.or ~ .. I8DIBTIDRESS or ISSUBR.
~he Bonds shall not be or constitute general obligations
or lndebt~dness of the Is,uer a. .bOh~S. within ~be .eaning
of any constitutional or .tatutory provision, but ahall
be .pec!al obligations of the I.euer, payable ,olely from
and secured by a lien upon and pledge of the Pledged runds,
in the ~anner and to the eztent provided in this Resolution.
50 Bolder of any Bond ahall ever have the right to cozpel
the ezercJae of any ad v.lore~ taxinv power to pay luch
8ond, or be entitled to payment of luch Bond from any soneys
of the Issuer or the County eacept from the Pledged Funds
in the ~nner and to the extent provided berein.
~be Pled9~d ?unds .hall immediately be subject to
the lien of thl~ pledge witbout any physical delivery tbereof
or further act, and the lien of this pledge shall be valid
and binding as agAinst all parties having cla1&s of any
kind in tort, contract or otberwise against the Issuer.
SIC!'IOR ..02. "BCO.JIfT rOR eOWDS. The payment of
the principal of or Rede~ption Price, if applicable, and
interest on the Bonds shall be secured forth~ith eq~ally
and ratably by a pledge of and lien upon the Pledged Funds;
provided, however, a Series of Bonds ..y be further secured
by a Credit Facility or insurance policy of an Insurer
in addition to the security provided herein. The Issuer
does hereby irrevocably pledge the Pledged Funds to the
pay~ent of the principal of or Redemption Price, if applicable,
and interest on the Bonds, subject to the application thereof
for the purposes and on the conditIons per~itted by the
Resolution.
..C!'JO. 4.03. COBnJlOCfIO. PDJID. The Is.uer Covenants
and agrees to establish. sptcial fund in a bank, trust
company or luch other entity in the State, which is eligible
under tbe lavs of the State to be a depository for county
funds, to be known al the .Water and Sewer System Construction
7und,. which ab.ll be use~ only for payment of the Cost
of the Project. Money. in the Construction Fund, until
applied in pay~ent of any ites of the Coat of a Project
in the sanner bereinafter provi~ed, .hall be .ubject to
a 11en and charge in favor of the Boldera of tbe Bonds
and for the further security of .uch Bolderl.
~bere shall be paid into the Construction Fund the
amounts required to be 10 paid by the prOvisions of this
33
160 5
Resolution, and there .,y be paid into ~he Construction
Fund, at the option of the I..uer, any ~oneys received
Lor or in connection with a Project by the Issuer fro~
any other source.
The Issuer ahall establish within the Construction
Fund a separate account for each Project, the Cost of which
1. to be paid in- whole or in part out of the Construction
Fun~. ~he Issuer hereby agrees to establish in the Construction
Fund. aeparate account for the Initial Project.
The proceeds of Insurance maintained pursuant to this
aesolution against physical 106& of or damage to a Project,
o~ of contIactors' perfor~.nce bonds with respect thereto
pettlining to tbe periOd of conatruction tbereof, aball
be deposited into the appropriate account of the Construction
Fund.
Any ~on.ys received by the I.luer fro~ the Stat. or
from the United Statel of America or any agencies thereof
for tbe purpose of financing part of the Cost of a Project
ahall be deposited 1nto the appropriate account of the
Construction Fund and used 1n the same Danner as other
Bond proceeds are used ther.inl provided that seplrate
accounts or subaccounts ~a~ be established 1n the Construction
Fund for ~oneys received pursuant to th. provisions of
this paregraph ~henever required by Federal or State la~.
~he Issuer covenants that the acquisition, construction
and 1n5tallation of each Project will be completed without
~elay and in accordance ~ith sound engineering practices.
The Issuer shall ~ake d1sburse~ents Or pay~entl fro~ the
Construction Fund to pay the Cost of a Project upon the
filing with the Clerk of certificates signed by an Authorized
Issuer Officer and by the Consulting Engineers, .tating
vitb respect to each disburle~ent or payment to be ~ade:
(A) the 1tem nulnber of the pa'y~ent, (8) the nalJ'ie and address
of tbe Person to wboln pay~.nt is due, (e) th. a~ount to
be paid, (0) the Conltructlon rund account from whicb payMnt
is to be ~ade, (E) the purpole, by general cla.sif1cation,
for which p.y~ent is to be made, and (r) that (1) each
obligation, item of COlt or eapense ~ent10ned ther.in bas
been prop.rlY incurred, il 1n paYlnent of a part of the
Cost of a project and 1& a proper charge again.t the account
of the Construction rund from whicb paYlnent is to b. made
and bkS not been th. basia of any previous disbursement
or payment, or (11) each obligation, item of coat or espense
~ntioned therein bas been paid by tbe I.suer, 11 a reimbursement
of 8 part of the Cost of . Project, 1a a proper charge
8gainlt the account of the Construction rund from which
p.y~ent is to be ~.de, bls not been tberetofore reimbursed
to tb. I5suer or other~i.e been the basis of any previous
34
16 C 5
disbursement or payment and the Issuer 1s entitled to reimbur6ement
t~ereof. The Clerk shall retain all luch certificates
of the Authorized IS8uer Officers and the Consulting Engineers
for seven (7) yeals flom the dates of such certificates.
T~e Clerk shall ~ake available tbe certificates at all
reasonable ti~es for inspection by any Bolder of any of
tbe Bonds or the agent or representative of any Bolder
of any of the Bonds.
Wotv1tb.tandlng any of tbe other provillons of this
SectIon 4.0), to tbe extent that other moneys are not aVlilable
therefor. amounts In the Construction Fund ahall be applied
to the pa~~ent of principal and interest on Bonds when
due.
~be date of completion of . Project aball be determined
by the Consulting Engineerl which ahall certif~ luch fact
1n writing to the Coverning Body. Tbe ConSUlting Engineers
may perfor~ luch testa relatlnq to the Project a. tbey
deem necessary in order to make such certification. Pro~ptly
after the date of the completion-of a Project, and after
paying or making provision for the payment of all unpaid
1te~s of the Cost of such Project, the Issuer shall deposit
in tbe following order of priority any balance of ~oneys
remaining in the Construction Fund in (1) another account
of the Construction Fund for which the Consulting Engineers
have Itated that there are insufficient .oneys present
to pay the Cost of the related Project, (2) the Reserve
Account, to the extent of a deficiency therein, ()) the
Renewal and Replace~ent Fund, to the extent of a deficiency
therein, and (4) the Surplus Fund.
SICTI05 4.04. CRIATIOS or Fawns ABD ACCOOBTS. The
Issuer covenants and agrees to establish with a bant, trust
co~pany or such other entity in the State, which is eligible
under the laws of the State to be a depository for county
funds the following funds and accounts:
(A) ~he .Water and Sever System Revenue Fund.-
(B) ~be .Water and Sewer Syste~ Operation and Maintenance
Pund · .
(e) ~be -Water an" Sever Systell Sinking Fund.- The
Issuer .hall ~aintain four separlte accounts in the 5inking
Pund, tbe -Interest Account,. tbe .Principal Account,.
the -Ter~ Bonda Redemption Aecount- an~ tbe -.eserve Account.-
(D) !'be .Water and Sewer SYltelll System DeveJopJllent
Fees Fund.-
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16C 5
(E) ~he .Wat~r And Sever Syste~ Special Assess~ents
Fund.-
(F) The .Water and Sewer Syste~ Renewal and Replace~ent
Pund.-
(G) ~he .Water and Sewer System Surplul rund.-
Moneys in the afore~entioned funds and Accounts, until
Applied in accordance wltb the proviaions hereof, ahall
be aubject to . lien an~ charge in ravor of the Bolders
ef the Bonds and for the further aecurity of auch Bolders.
s.c!IC* 4.05. I>ISPOSI!'IO. or bY'ZJfU&S.
(~) Into the ~evenue Pund, the Iaauer ah.ll deposit
pro~ptly, as received, .11 Grol. Revenues. Into the Special
As.e51~ent. Fund, the I..uer ahall deposit promptly, as
received, all Specie1 Assessment Proceeds.
Cperation and Maintenance Fund. "cneys in Revenue
Fund shall first be used each month to deposit in the Operation
.n~ Maintenance Fund such sums as are neceslary to pay
Operating Expenses for the ensuing ~onth. Amounts in the
Operation and Maintenance Fund ahal1 be paid out fro~ ti~e
to ti~e by the Issuer for reasonable and necessary Operating
Expenses; provided, however, that no such payment shall
be Dade unless the provisions of Section 5.03 hereof in
rega~d to the current Annual Budget are co~pl1ed with.
(S) All ~oney& at any t1~e on deposit 1n the Special
Asses'~ents Fund and any deposits ~e~ainjng in t~e Revenue
Fund after the afore~entioned transferral. to the Operation
and Maintenance Fund shall be disposed of by the Issuer
on or before the twenty-fifth (2Sth) day of each month,
com~encin9 1n the ~onth l~medjately following tbe delivery
of any of the Bonds to the purchasers thereof, or such
later date as hereinafter provided, flrat from the Special
A..elsments rund and then from tbe Revenue rund in the
following ~anner and in tbe following order of priority:
(1) lnterest Account. 2'here ahall be depoJited to
the Interest Account the aum which, together with the balance
1n .aid Account, ahall equal the interest on all Bonds
Outstanding (except as to Capital Appreciation Bonds) accrued
and cnpai~ and to accrue to the end of tbe tben current
calendar .ontb. Money. in the Interest Account Ihall be
applied by the I..uer for deposit with tbe raying Agents
the interest on the Bonds on or prior to the ~.te tbe .a~e
ahall become due.
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16 C 5
(2) Principal AccounJ:,. There Iball be deposited
to tbe Principal Account tbe su~ which, together vith the
balance in said Account, shall equal the principal amountG
on all Bonds Outstanding due and unpaid and that portion
of th~ principal next due which would have accrued on such
Bonds during tbe tben current calendar aonth if auch principal
.~ountl were dee~ed to accrue ~ullng such period of time
(assupjng that a year consists of twelve (12) equivalent
calendar .ontbe having thirty (30) days each) 1n equal
amounts fro~ the next preceding principal payment due date,
or, if there be no sucb preceding payment due date from
. date one year preceding the ~ue date of such principal
amount. Moneys in the Principal Account ahall be applied
by tbe Issuer for deposit with the paying Agent. tbe principal
of tbe Bonds on or prior to the ~ate the ,a=e ahall .ature.
SerIal Capital Appr~cjation Bonds ahal1 be payable from
the Principal Account in the Bond Yeara 1n whicb luch Bonds
.ature and ~onthly pay~ente into the principal Account
on account of such Bonds ahall commence 1n the first ~onth
of the respective Bond Years in which such Bonds mature.
(3 J l' e r III Bon t1 s 8e d e Irl p t ! 0 n A c c 0 u n t . C 0 III Dl e 1) c i n 9 1 n
tbe .onth which 1s one year prior to tbe ficlt Sinking
Fund Install~ent, there shall be deposIted to the Term
20nas Redemption Account the sum which, together with the
balance in such Account, ahall equal the Sinking Pund Installments
on all Bonds Outstanding due and unpaid and that portion
of the Sinking Fund Installments of all Bonds Outstanding
next due which would have accrued on such Bonds during
the tben current calendar ~onth if such Sinking Fund InstallmentG
were dee~ed to accrue during such period of time (assuming
that a year consists of twelve (12) equivalent calender
months having thirty (30) days each) in equal a~ounts from
the nezt preceding Sinking Fund In&tall~ent due date, or,
if tbere be no such preceding Sinking Fund Installment
due date, frOIll a date one year preceding the due date of
auch Sinking Fund Install~ent. Moneya in the Term Bonds
~edemption Account ,hall be Applied by the Issuer for deposit
vith the Paying Agenta the .mount required to purchase
or redeem tbe Sinking run~ 1n8tall=ents on or prior to
the date the la~e ahall be purchased or redeemed.
Amounts accumulated in the Term Bonds ~ede~ption Account
wIth respect to any Sinking Fund In.tall~ent (together
with amounts accuDluJatea in the Interest Account with respect
to interest, if ~ny. ~n the Term Bonds for which auch 5inking
rund Installeent vas eltablished) ..y be .pplJed by tbe
Issuer, on or prior to tbe aIxtIetb (60th) day preceding
the due date of sucb Sinking rund Installm@nt, (a) to the
purchase of Term Bonds of the Series and satur1ty for which
such Sinking Fund Install~ent vas established, or (b) to
the rede~ption at tbe applicable Redemption Prices of such
37
16C 5
7erm Bonds, if then re~ee~able by their ter~s. ~he applicable
Re~e~ption Price (or principal a~ount of .aturing Ter~
Bonds) of any Term Bon~s so purchased or redee~ed shall
be dee~ed to constitute part of the Term Bonds Redemption
Account until such Sinking Fund Install~ent date, for the
purposes of calculating the .~ount of such Account. As
soon as practicable after the 60th day preceding the due
d~te of any luch Sinking Pund In.tall~ent, the Ilsuer shall
p%oceed to c.ll for redemption on auch due d.te, by caUSing
notice to be v1ven I. provided 1n Section 3.03 bereof,
~erm Bonds of the Series and ~aturlty for wbich auch Sinking
rund In6tall~ent vas established (except in the ca.e of
~elm Bonds maturing on a Sinking Fund Installment date)
in such a~ount as shall be necessary to complete the retirement
of the unsatisfied balance of auch Sinking Fund InstallDent.
The ISluer .hall payout of tbe Term Bonds Re~emption Account
and the Interest Account to the appropriate Paying Agents,
on or before the day preceding such redemption date (or
aaturity date), tbe amount required for tbe redemption
(or for the pay~ent of such '.rerJD Bonds then Ilaturing),
and .uch a~ount shall be applie~ by such Paying AgentE
to such redemption (or pay~ent). All expenses in connection
~itb the purchase or rede~ption of Ter~ Bonds shall be
~id by the Issuer from the Operation and Maintenance Fund.
(4) Jl,eserve ~ccount. There shall be deposited to
the Reserve Account such sum, if any, as will be necessary
to restore the funds on deposit therein to an amount equal
to the Reserve Account Requirement. On or prior to each
princJpal and interest payment date for the 80nds (in no
event earlier than the twenty-fifth (25th) ~ay of the month
ne2t preceding such payment date), ~oneys in the Reserve
Account sball be applied by the Issuer to the payment into
the Interest Account, the Principal Account and the Ter~
Bonds ~edempt10n Account, when the ~oneys therein shall
be in8ufficient to pay the pr1nc1pal of and interest on
the Bonds coming due, but only to the extent the moneys
tran5ferred from the Surplus Pund and from the System Development
Pees Fund for such purposes pursuant to Section. 4.05(8) (S)
an~ 4.06, respectively, hereof Ihall be inadequate to fully
provide for such 1nsufficiency. Whenever there Ihall be
.urplu& aoneys ~n the Reserve Account by reason of a decrease
In the Reserve Account Requirement, luch .urplus .oneys
ahall be app11e~ by the Issuer, at 1ta discretion, either
to tbe purchase or r~dempt1on of Outstanding Bon~s or for
depo.it 1nto the Renewal an~ Replacement rund. ~he I.luer
agrees tb.t in tbe event of . defiCiency In tbe Re.erve
Account. auch deficiency .hall be .ade up fro~ the first
available Pledged Revenue. after the pay~ents required
by Sections 4.0S(B) (1), (2) and (3) hereofl provided .uch
deficiency must be .ade up within twenty-four (2C) aonths.
38
16:C 5
Upon the issuance of any Additional Bonds under the
ter~s, l1~itations .n~ conditions as hereln provi~ed, the
Issuer shall increase the sum required to be accumulated
and ~aintained on deposit in the Reserve Account to be
at least equal to the Reserve Account Require~ent on all
Outstanding Bonds and on the Additional Bonds beco~in9
~ue 1n any ensuing Bond Year. Such required sum may be
paid in full or in part fro~ the proceeds of aucb Additional
Bonds or may be accumulate~ in equal .ontbly payments to
the Reserve Account over a period of ~onths, not to ezceed
tventy-four(24) months, from the date of delivery of the
issuance of the Additional Bonda, as deter~ined by Supple~ental
Resolution. In the event ~oneys in the Reserve Account
are accumulated as provided above, (1) the a~ount 1n aaid
Reserve Account on the date of delivery of the Additional
Bonds ahall not be less than the Reserve Account Require~ent
on all Bonds Outstanding (excluding tbe Additional Bonds)
on such date, and (il) the incremental difference between
the Reserve Account Requirement on all Bonds Outstanding
(excluding tbe Additional Bonds) on tbe date of delivery
of the Additional Bonds and the Reserve Account Require~ent
on all such Bonds and the Additional Bonds ahall be SO,
funded upon delivery of tbe Additional Bonds.
Not~ithstendln9 tbe foregoing provisIons, in lieu
of the required deposits Into the Reserve Account, the
Issuer may cause to be deposited into the Reserve Account
a surety bond or an insurance policy Issued by a reputable
and recognized insurer for the benefit of the Bondholders
1n an amount equal to the difference between the Reserve
Account Reguire~ent and the sums then on deposit in the
Reserve Account, if any, ~hich surety bond or insurance
policy shall be payable to the Paying Agent (upon the giving
of notice as reQuired thereunder) on any interest payment
date on which. deficiency exists which cannot be cured
by funds in any other fund or account beld pur.uant to
this Resolution and available for such purpose. The insurer
prOviding such surety bond or insurance policy aball be
an inaurer whoae municipal bond insurance pol1cie. inlur1ng
the ply~ent, vhen due, of tbe prinCipal of and interest
on .un1cipal bond issues relults in such issues being rated
1n the bigbest rating category by either Standlr~ , Poor's
Corporation or-Moody's Investors Service or their lucces.or5,
or any insurer who holds the b1ghelt policybolder rating
accorded 1n.urer. by A. M. Beat' Company, or any comparable
aervice. If a disburseaent t. ..de froa a aurety bond
or an inlurance policy provided purauant to thia par.graph,
tbe I..uer ahall either reinatate the ~axi.u. li.its of
auch aurety bond or inaurance policy 1a~ediately fOllOWing
such disbur&e~~nt or deposit into the Reserve Account fro~
tbe Pledged Revenues, a. herein provided, funds in the
amount of tbe dilbursem~nt ~ade under such policy, or a
39
16C 5
combination of such alternatives, provided any deposits
to be ~ade into the Reserve Account shall be ~ade subseQuent
to paYJr\ents required by Sections 4.05(8) (1), (2) and (3)
hereof.
Whenever the amount 1n the Reserve Account, together
with the amount in the other accounts of the Sinking Fund,
1e suffJc1ent to fully pay all Outstan~in9 Bonds in accordance
with their terms (including principal or applicable 8inking
fund Redemption Price and interest thereon), the funds
on depolit In the Reserve Account Iball be transferred
to the other accounts of the Sinking 'und.
(5) Renewal and Replaceflent Fund. Tbere ahall be
~epo.lted to the Renewal and .eplace~ent Fund luch aums
as shall be sufficient to pay one-twelfth (1/12) of five
percent (5'> of the Gross Revenues derive~ fro~ the SysteJr\
during the preceding Fiscal Year until the amount accumulated
in such Fund is equal to the Renewal and Replacement Fund
Requirement, provi~ed, however, that ea) such Renewal and
Replacement Fund RequireJr\ent may be increased or ~ecreased
.s the Consulting Engineers shall certify to the Issuer
is necessary for the purposes of the Renewal and Replace~ent
Fund, and (b) in the event that the Consulting Engineers
shall certify that the ~enewal and ~eplacement Fund ReQulre~ent
1s e~cessjve for the purpo6es of the Renewal and Replacement
Fund such excess a~ount as may be on deposit therein may
be transferred by the Issuer from the Renewal and Replacement
Fund for deposit into the Surplus Fund. The ~oneys in
the Renewal and .eplacement Fund shall be applied by the
Issuer for the pU~6e of paying the cost of major extensions,
i~provements or additions to, or the replacement or renewal
of capital assets of, the Syste~, or extraordinary repajrs
of the System; provided, however, that on or prioI to each
principal and interest payment date for the Bonds (in no
event earlier than the twenty-fifth (2Sthl day of the ~onth
next preceding such payment date), ~oneys In the Renewal
and ReplaceJr\ent Pund ahall be applied for the payment into
the Interest Account, the Principal Account, and the ~er~
Bonds Redemption Account when the .oneys therein are insufficient
to pay the princ1pa1 of and interest on the Bonds coming
due, but only to the extent ~oney. transferred fro~ the
Surplus pund,. the System Development 'ees Pund and the
Reserve Account for auch purpose pursuant to Sections 4.0S(B) (4),
4.05(1)(8) and 4.06, respectively, bereof ahall be inadequate
~o fully provide for .ucb inaufficiency.
In the event the I..uer receives a Covern~ent Grant,
tbe ter~s of which require that the Issuer establish a
revenue generation sy.te~ aa prov1de~ 1n Section 403.1838,
Florida Statutes, and by applicable regulations promulgated
thereunder, the Issuer ahell establish a separate account
40
16C 5
within the Renewal and Replace~ent Fund, System Develop~ent
rees rund or Surplus Fund into which suff1cient ~oneys
from such respective Fund shall be deposited ann~ally by
the IE6~er to satisfy the conditions of said Govern~ent
Grant. The use and withdra~al of ~oneys from" such account
ahall be ~overned by the terms of the Government Grant
and applicable law.
(6) 5uboI~inated ~nCSebteCSneJ;". Gross Revenues s1'lall
ne~t be applied by the I's~er for the pay~ent of any accrued
debt service on Subordinated Indebtedness incurred by the
Issuer in connection vith the System and 1n accordance
with the proceedings authorizing such Subordinated Indebtedness.
(7) Sinking Pund. 'l'bere ahall be deposited to the
Interest Account, the Principal Account and the Ter~ Bonds
Redemption Account, in that Older, sufficient moneys such
that the amounts on deposit therein shall equal, respectively,
the interest, pr1nc1pal and Sinking rund Install~ent next
co~in9 due on the Bonds outstandingl provided, however,
no deposit need be ~ade to the Principal Account or Term
Bonds ~ede~ption Account until a date one year preceding
the due date of such principal amount or Sinking rund Installment.
(8) SurpluB Fun~. !'he balance of any Gross Revenues
remaining in said Revenue Fund shall be deposited in the
Surplus Fund and applied to the payment, on or prior to
each principal and interest payment date for the Bonds
(in no event earlier than the twenty-fifth (25th) day of
the ~nth next preceding such pay~ent date), into the Interest
Account, the Principal Account and the Ter~ Bonds Rede~ption
Account when the moneys therein shall be insufficient to
pay the principal of and interest on the Bonds coming due.
Moneys not required to ~eet such a deficiency ~ay be applied
for any lawful purpose in connection with the Syste~, including,
but not IJmited to, purchase or redemption of Bonds, payment
of Subordinated Indebtedness and 1mprove~ents, renewals
and replace~ents to the System, prOVided, bovever, that
none of such revenues shall ever be used for the purposes
provided in this paragraph (8) unless all pay~ents required
in paragraphs (1) through (6) above of this Section f.OS(B),
including any deficiencies for prior payaents, have been
made in full to. the date of such use.
(e) Wbenever tbe a.ount in the Reserve Account, togetber
with the other amounts in tbe Sinking run~, is aufficient
to fully pay all Out.tanding Bondi in accordance vith their
terms (including principal or applicable Redemption Price
and interest thereon), no further depolits to the Sinking
Fund need be made.
41
16C 5
If on any pay~ent ~ate the Cross Revenues are insufficient
to depo&1t the required amount in any of the funds or accounts
or fOI any of the purposes provided above, the deficiency
shall be made up on the subsequent payment dates.
(D) In the event tbe ISBuer ahall Jasue . Series
of 80n~& secured by a Cre~it Facility, the Issuer ~ay establish
leparate lublccounts in the Interest Account, the Principal
Account and the Term Bonds Rede~ption Account to provide
fOI paY1rlent of the principal of and interest on such Series,
provided pay~ent from the Pledged Fun~8 of one 6eries of
Bonds shall not bave preference over payment of any other
Series of Bonds. The Issuer ~ay also deposit moneys in
'such lubaccounts at lucb other times and 1n aucb other
a~ounts from those provided in Section 4.05(!) a. Ihall
be neces&axy to pay tbe principal of and interest on such
Bonds as the .a~e ahall beco~e due, all a. provided by
tbe Supplemental Resolution authorizing such Bonds.
In the caBe of Bonds secured by a Credit Facility,
amounts on deposit 1n the Sinking Fund ~ay be applied as
provided 1n the applicable Supple~ental Resolution to reimburse
the Credit Bank for amounts drawn under such Credit Facility
to pay the principal ot, ple~ium, it any, and interest
on such Bonds or to pay the purchase price of any such
!onds ~hich are tendered by the holders thereof tor ply~ent.
The Issuer ~ay a160 establish a separate subaccount In
the Reserve Account for any Series of Bonds secured by
a Credit Facility and provide a pledge of such subaccount
to tbe pay~ent of such Series of Bonds apart from the pledge
provided herein.
SIC~IO. 4.06. SJS~IK DIVILOPMIR~ rl.s PD~. ~he
Issuer shall deposit into the System Oevelopment Fees Fund
all 6yste~ Development Fees as received and such System
Develop~ent Fees ahall be accu~ulated 1n the Syste~ Develop~ent
Pees Fund and applied by the Issuer in the following ~anner
and order of prior1tYI
(A) For tbe payaent on 01 prior to each principal
and interest payment date (in no event ear11er than the
t~enty-f1fth (25th) day of the ~onth neat preceding such
payment date)" into the Interest Account, the Pr 1nc1pal
Account and the ~erm Bonds Redemption Account, vhen the
aoneYI therein are insufficient to pay the principal of
and interest on the Bonds co~1ng ~ue, but only to the extent
moneys transferred fro~ the Surplus Fund for auch purpose
pursuant to Section 4.05(8) (8) hereof shall be inadequate
to fully provide for 8uch insufficiency. .
42
16C 5
(8) To pay th. cost of aCQuJ ring and/or constructing
~xtens!ons, improvements or additions to the System in
accordance with the plans and specifications provided by
the Consulting Engineers and the requisitions for disbursement
of 1rIOneys provided by the Issuer.
(C) If 0 be U led f 0 I any 0 the r J a v f u 1 pur po s ere 1 at in 9
to the System.
..C~IO. 4.07. I&VI~kTS. 7he moneys in the Construction
Pun~. the Revenue Pun~, Operation and Maintenance Fund,
the Special Alsess~ent. Pund,the Principal Account, the
Interest Account, the Term Bonds Redemption Account, the
Renewal and Replacement Fund, the System Development rees
Fund and the Surplus rund .hall be invested and reinvested
by the Is~uer in Authorized Invest~ents, .aturing not later
than the dates on which auch moneys viII be needed for
tbe purposes of such fun~ or account, provided, bovever,
Authorized Investments 1n the ~eneval and Replace~ent Fund
and tbe System Oevelopment rees rund Ihall mature no later
than tbree (3) years from the date of investment. Moneys
in the Reserve Account shall be invested 1n 8uch obligations
asp r 0 ,. 1 d e din c I a use I ( 1 ), ( 2 ), ( 3 ), ( C) and ( 5 ) 0 f t b e
d~finition of Authorized Invest~ents, maturing no later
than ten (10) years from the date of invest~ent. All Invest~nts
shall be valued at the lo~er of cost or market value.
Any and all 1nco~e received from the investment of
moneys in the Surplus Fund, the Renewal and Replacement
Fund (only to tbe extent such income and the other amounts
in such Fund exceed the Renewal and Replacement Fund Requirement)
and tbe Reserve Account (only to the extent such income
and the other amounts in auch Account exceed the'Reserve
Account Requirement), ahall be ~eposited upon receipt thereof
in the ~evenue Fund. Any and all incoJrle r-eceived from
the investment of ~oneY6 in the Special Assessments Fund
shall be deposited upon receipt thereof 1nto the Interest
Account, provided, bo~ever, the Issuer may accumulate investment
earnings in the .pec!al account establi.hed pursuant to
Section 4.06 hereof. Any and all income received from
the 1nvest~ent of ~oney. 1n the Revenue Pund, the PrinCipal
Account. the Interest Account, the Ter~ Sands Redemption
Account. the Reselve Account (to the extent such 1nco~e
and the other amounts 1n sucb Account do not exceed the
Reserve Account RequireDent), the Renewll and Replacement
Fund (to the extent luch incoae and the otb~r ..ount. in
aucb Fund do not exceed tbe Renewal and Replaceaent Fund
Requ1re~entJ, the Byatea Develop~ent 'eea Pund and in each
separate account of the Construction Fund shill be retained
in such resp~ctive Fund or Account.
.3
16C 5
.otbing in this Resolution shall p~event any Authorized
Invest~ents aCQuired as inve5t~ents of or .ecurity for
funds held under this ~eso]ution from being issued or held
in book-entry form on the books of the Depalt~ent of the
Treasury of the Vnited States.
IBC~IO. t.OI. IIPARAYB ACCODBTS. ~he ~oney& required
to be accounted for In each of the foregoing f~nds and
accounts established berein .ay be deposited in a .ingle
bank account, and funds allocated to tbe various funds
and accounts est.blt.hed berein ..y be invested In a common
Jnvest~ent pool, provided that adeQuate accounting records
are .alnta1ned to reflect and control the restricted allocation
of the aoneY8 on deposit therein and .uch invest~ents for
tbe .arJous purposes of .uch funds and accounts as herein
provided.
The designation and establishment of tbe various funds
ana accounts 1n and by this ~esolution ahall not be. construed
to reQuire the establishment of any completely independent,
self-balancing funJs as such term 1s commonly defined and
used in governmental accounting, but rather is intended
.olely to con~titute an earmarking of certaIn revenues
for certain purposes and to establish certain priorities
for application of Buch revenues as berein provided.
.)
..
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...
ARTICLI V
COVEMJr1'S
8&C7108 5.01. G..BaAL. The Issuer hereby makes the
following covenants, 1n addition to all other covenants
1n this Resolution, with each and every aucces6lve Bolder
of any of the 80nds ao long as any of laid Bonds re~ain
Outstanding.
I.C~IO. 5.02. OPIRAYJO. AaD RAI.7IRA_CI. ~he Ilsuer
viII .aintain or cause to be .a1ntained the Syste~ and
all portions thereof in iood condition and vill operate
or cause to be operated tbe la~e 1n an efficient and economical
manner, aaking or causing to be aade such ezpenditures
for equip~ent and for renewala, repairs and replace~ents
as may be proper for tbe economical operation and ~intenAnce
tbereof.
IlcrIOR 5.03. A.NO~L SODGEr. The Issuer shall annually
prepare and adopt,pr1or to the beginn1n9 of each Fiscal
Year, an Annual Budget 1n accordance with applicable law.
Ho expenditure for the operation and saintenanee of the
Syste~ shall be ~ade 1n any Fiscal Year in excess of the
a~ount provided therefor 1n the ~nnual Budget, (A) without
a written finding and reco~roendatjon by an Authorized Issuer
Officer, which finding and recom~endatjon shall state in
detail the purpose of and necessity for such increased
expenditures, and (B) u~til the Governing Body ahall have
approved such finding and recommendation. No such increased
expenditures which are cu~ulatjvely in escess of twenty
percent (20') of the amounts provided therefor 1n the Annual
Budget ahall 1n any event be ~ade except upon the further
certification of the Consulting Engineers that such increased
expenditures are reasonable and necessary to the continued
operation of the System.
If for any realon tbe Issuer aball not have adopted
the Annual Budget before the first day of any Piscal Tear,
other thin the first Fiscal Year, the preli~inary budget
for aucb year, if it be approved by the Conaulting Engineers,
or otberwise.the Annual Budget for tbe preceding Filcal
Year, ahall be dee~ed to be in effect for .uch Piacal Year
until the Annual 8udget for such Piacel Tear 15 adopted.
~be Iasuer ahall .al1 copies of aucb Annual Budget.
and .~en~ed Annual Budgets and all resolutions authoriain;
increlsed ezpenditures for operation and .aintenance to
any Bolder or Bolders of Bonds ~ho shall f11e his address
with the Clerk and requeat in writing that copies of all
such Annual Budgets and resolutions be furnished to hi~
.5
16C 5
and ahall make Ivallable III auch Annual Budgets and resolutions
authori%ing increase~ expen~iture& for operation and ~aintenance
of the System at all reasonable times to any Bolder or
Bolders of Bonds or to anyone acting for and on behalf
of .uch Bolder or Bolder..
IIC~IO. 5.0. aAYBS. Commencing with the Pilcal Year
beginning on October 1, 1'85, the Issuer Ihall fix, establish
and ea1nta1n luch rates and collect lucb fees, rates or
other charges for the product, aelviees and facilities
of itl Byste~, and revise tbe .a~e from time to time, vhenever
necessary, al viII always provide in eaeh rilcal Year,
(A) .et ~evenues, SYJte~ Development Fees and Special Assessment
Proceeds adequate at all time. to pay in each Filcal Year
at least one hundred twenty-five percent (125') of the
Annual Debt Service on all Outstanding Sonds beco~ln9 due
in auch Fiscal Year and (B) Net ~evenues and Special AIsessment
Proceeds 1n each Piscal Year adequate to pay at least one
hundred percent (100\) of the Annual Debt Service on all
Outstanding Bonds and any required deposits to the ~eserve
Account becoming due in auch Fiscal Year. Such rates,
fees or other charges ahall >>ot be 10 reduced 10 as to
be insufficient to provide adequate Net Revenues, System
Development rees and Special Assess~ent Proceeds for the
purposes provided therefor by this Resolution.
.SeYIOR 5.05. .OOIS ARO RECOkDS. The Issuer shall
keep books, records and accounts of the revenues and operations
of the System, which shall be kept separate and apart from
all other books, records and accounts of the Issuer, and
the Holders of not less than five percent (5\) in aggregate
principal a~ount of the Bonds Outstanding or the duly authorized
representatives ther.of and any Insurer of Bonds Outstanding
shall have the right at all reasonable times to inspect
all books, records and accounta of the Issuer relating
thereto.
.JC~IOJi 5.06. AJDi'OA.L ADDI~. !'he Ia.uer ahall, J.JUDediately
after the close of each FJ.acIl real, cluae the boota, records
and accounts relating to the Syste~ to be properly ludJted
by a recognized independent firm of certified public accountants,
and ..hall require such accountant. to co~plete their report
of .uch Annual Audit in accordance with applicable law.
Sueh Annual Audita aball additIonally provide a schedule
of tbe number and classiflcation of usera and lerv!ces
of the Syatea an4 rates al.oc1at.~ with aucb .erviees,
a atlteaent of inluranee coverage, any other .tlt.aents
a. required by law or accounting convention. a Ichedule
of cash receipts Ind disburse.ent. for restricted funds
and accounts, and a certificate by .uch accountants disclosing
any material default on the part of the Issuer of any covenant
or agree~ent herein. Each Annual Audit shall be in conformity
."
16C 5
~itb generally accepted accounting principle.. A copy
of each Annual Audit Ihall regularly be furnished to any
Insurer and to any Bolder of a Bond who shall have furnished
his address to the Clerk and reQuested in writing that
the sa~e be furnished to him.
.IC~IO. 5.07. .0 ROa~GAGE OR SALE or YBI SYSYIK.
~be Issuer irrevocably covenants, binds and obligates itself
not to lell, lease, encu~ber or 1n any ~anner dispose of
the System as . wbole or any aubstantial part thereof (except
as provided below) until .11 of the Bonds and all interest
thereon shall bave been paid in full or provia1on for payment
has been aade In accordance with Section 1.01 hereof.
~be foregoing provision notwithatanding, tbe Issuer
Ihall bave and hereby reserves tbe right to aell, lease
or otherwise dispose of any of the property co~pr1s1n9
. part of the System in the following sanner, if anyone
of the following conditions ..1at. (A) 8uch property 1s
not necessary for tbe operation of the System, (B) auch
property is not useful In the operation of tbe System,
(e) sucb property 1s not profitable in tbe operation of
the System, or (D) in the case of a lease of such property,
will be advantageous to tbe System and ~ill not adversely
affect the security for the Bondholder..
Prior to any such sale, lease or other ~ispo5ition
of said property: (1) if the .~ount to be received therefor
is not in excess of one-fourth (1/4) of one percent (1'>
of the value of the gross plant of the Syste~ at original
cost, the Utilities Administrator or other Authorized Issuer
Officer shall ~ake a finding in writing deter~inin9 that
one or more of the conditions for lale, lease or disposition
of property provided for in the aecond paragraph of this
Section 5.07 bave been ~etJ or (2) if the a~ount to be
received from 8uch aale, lease or othei diaposition of
said property ahall be in ezcell of one-fourth (J/4) of
one percent (1') of the value of the gross plAnt of the
Syatem at original cost, the Utilities Adminiatrator or
other Authorized Issuer Officer and tbe Con8ulting Engineers
ahall each first ~ake a finding 1n vriting deter~1ning
that one or sore of the conditions for a.le, Jease or otber
~isposition of' property provided for in tbe second paragraph
of tbis Section 5.07 bave been aet, and the Issuer .hall,
by resolution, duly adopt, approve and concur in tbe finding
of tbe Utilities Ad~lniatrator or other Authorized Issuer
Officer and the Consulting Engineers.
~he proceeds from 8uch aale, lease or other disposition
.hall be deposited, first, Jnto tbe Jenewal and Replace~ent
Fund to the e2tent necessary to make the amount tberein
.7
16C 5
equal to the ~enewal and Replace~ent Fund ~eQuire~ent,
and, second, 1nto the Surplus lund.
The transfer of the Syste~ as . whole fro~ the control
of the Governing Body to .o~e other board or authority
which .ay hereafter be created for such purpose and which
constitutes a govern~ental entity, obligations issued by
which are exe~pt fro~ Pederal income taxation under Section
103(a) of the Code, ahall not be deemed prohibited by this
Section 5.07 and .uch .uccessor board or authority ahall
fall witbin tbe definition of -Ia.uer- in Section 1.01
bereof.
.otv1thstanding the foreg01ng provilions of tbil Section
5.07, the Issuer ahall have tbe authority to ..11 for fair
an~ ~easonable consl~eration any land comprising a part
of tbe System which i. no longer necessary or ueeful 1n
tbe operation of the System and the proceeds derived from
the aale of such land shall be disposed of in accordance
witb the provisions of tbe fourth paragraph of thic Section
5.07.
Tbe Issuer may ~ake contracts or grant l1c~nses for
the operation of, or grant ease~ents or other rights with
respect to, any part of tbe System if such contract, license,
easement or right does not, in the opinion of the Consulting
Engineers, as evidenced by a certificate to tbat effect
filed with the Issuer, impede or restrict the operation
by the Issuer of the Syste~, but any payments to the Issuer
under or in connection with any such contract, license,
ease=ent or right 1n respect of the System or any part
thereof shall constitute Gross Revenues.
SIC7IO& 5.0'. I.SORA.Ca. ~he Issuer will carry such
insurance as is or~inarily carried by private or public
corporations owning and operating utilities similar to
the System with a reputable insurance carrier or carriers,
including public and product liability insurance in .uch
a~ounts .. tbe Issuer aball determine to be aufficient
and such other in8urance against loa. or damage by fire,
explosion (including underground explo.ion), burrJcane,
tornado or otber bazards and risks, and said property loss
or damage inlurance ahall at all times be in an .~ount
or a~ount5 equal to the fair appraisal value of the buildings,
properties, furniture, fixtures and equipment of tbe Sy.tem,
or such otber amount or amounts 8. tbe Consulting Engineers
.hall approve a. 8uffic1ent.
~be Issuer may eatablisb certain .ini~um levels of
insurance for which the Issuer may .elf-insure. Such ~ini~um
levels of insurance shall be in amounts as reeo~~ended
in vritlr.g by an insurance consultant who has a favorable
.8
16C 5
reputation and experience and 1s qualified to survey risks
and to reco~~end insurance coverage for Persons engaged
in operations 8imil.r to the Syste~.
The proceeds of any such insurance (except for proceeds
o~ any use and occupancy insurance) shall be held in the
Construction Fund and applied in Ilccorda.nce v1th the requisition
procedure provided in Section 4.03 hereof to tbe necessary
costs involved in such repair and replace~ent and, to the
e.tent Dot so .pplie~, Ihall (together with plocee~. of
any lueb aae and, occupancy in.uranee) be deposited into
t~e Revenue rund .. Gross Revenues.
.aCYIO. 5.0'. wo rail SlaVICK. ~be I.suer will not
render, or cause to be rendered, any free .erviees of any
nature by itl System or any part thereOf, nor viII any
preferential rates be establisbed for user. of tbe same
class, and in tbe event the Issuer or tbe County, or any
depart~ent, agency, 1n.trumentality, officer or e~ployee
thereof, Ihall avail itaelf of the Systelll or lervices provided
by laid Syste~ or any part tbereof, the sallle rates, feeL
or cbarges applicable to other customers receiVing like
services under .i~ilar c1rcu~stances shall be charged the
Issuer, the County and any aucb department, agency, instrumentality,
officer or employee. The revenues 10 received shall be
deemed to be Gross ~evenues derived from the operation
of the System, and shall be deposited and accounted for
in the 6a~e ~nner as other Gross Revenues.
SIC~IO. 5.10. .0 IRPAlaMB.~ or aIGBTS. ~he Issuer
viII not enter into any contract or contracts, nor take
any action, the results of which ~i9ht 1~pair the rights
of the Solders of tbe Bonds and will not permit the operation
of any competing vater or .ewer .ervice facilities in the
District: provided, bowever, the Issuer reserves the right
to per~jt tbe ownership and operation of vater or sewer
lervice facilities or botb by itself or by others in any
territory vhich is not in any service area nov or bereafter
lerved by tbe System.
.IC~IO. 5.11. COMPOLSORY WATIR ARD SIWIR C05NIC~IO.S.
In order better to secure the prompt payment of principal
and interest on the Bonds, as veIl as for tbe purpose of
protecting the bealth and velfare of the inhabitants of
the District, an~ acting under authority of tbe general
lav. of Florida, tbe Issuer viII require (A) every owner
of .acn lot in the Issuer which abut. upon any atreet or
public vay containing a aever line forming a part of tbe
sever facilities of the Systelll and upon which lot a building
shall 8ubsequently be constructed for residential, com~ercjal
or industrial use, to connect such building to such sewer
facilities and to cease to use any other ~ethod for the
49
16C 5
~i.po.al of sewage waste or other pollutln9 ~atter, and
(B) every owner of each lot in the Issuer which abuts upon
any street or public way containing a water line forming
. part of the water facilIties of the System and upon which
lot a building shall lubsequently be constructed for residential,
eom~ercial or industrial u.e, to connect such building
to auch water facilities.
.IC~IO. 5.12. ..rO.CIM..~ OP CIA.GIB. ~he Is.uer
.hall co~pel the prompt payment of rates, fees and charges
i~pole~ for service rendered on every lot Ot parcel connected
with tbe System, and to that end will vigorously enforce
all of the provisions of any ordinance or resolution of
tbe I..uer haVing to do with .ewer and vater connections
and cbarges, and all of the rigbts and remedies per&1tted
the Is.uer under lav, including tbe requlre~ent for the
~aking of a reasonable deposit by eacb Uler, the re~uirelllent
for disconnection of all pre~i.es delinquent in tbe paYlIlent,
and the securing of injunction aga1nlt the disposition
of .ewage or industrial vaste into the sever facilities
of the System by any premises delinquent in the payment
of sucb charges.
SIC~10. S.ll. O.I~ WA~.. AWD BINI. 8ILLS. In every
instance in which a building or Itructure on a lot 16 connected
~o the sewer facilities of the System, which buIlding or
Itructure is also connected to the water facilities of
~he Syste~ and receives water therefrom, the Issuer shall
submit to the owner or occupant of such lot a single bill
for both water and sewer service and shell refuse to accept
pay~ent for either tbe water charge alone or sewer charge
alone without payment of the other.
SIC~IO. 5.14. COLLICYIO. or BPICIAL ASSISSKI.TS.
The Issuer shall proceed diligently to perform legally
and effectively all steps required in the i~position and
collection of the Special AssesslIlent.. The Issuer ahall
diligently proceed to collect such Special A&sess~ents
and Ihall ezerc11e all legally available re~edie5 now or
hereafter available un~eI State lav, including foreclosure,
to enforce auch collections.
S.C~10. 5.15. aE-ASSISSM!~S. If any Special Assessment
Iball be either in whole or in part annulled, vacated or
let a.ide by tbe judgment of any court, or if the Governing
Bo~y Iball be .atl.fied that any such Special Alse.saent
1. .0 irregular Or defectJve.tbat tbe .ame cannot be enforced
or collected, or if the Governing Body aball have omitted
to ~.te .uch Special A.sesslllent when Jt aigbt have done
10, the Governing Body sball take all nece..ary Iteps to
cause a new Special Assessment to be ~ade for the whole
or any part of said 1mpxove~ent or against any property
50
16C 5
benefited by laid Improve~ent, and in case such second
Special Assessment shall be annulled, said Governing Body
shall obtain and ~ake other Special As&e&&~ents until a
valid Special A6sess~ent shall be ~de.
IIC~IO. 5.11. COLLIC~IOI or ITS~&R DIVlLOPKI~ '.BS.
~he Issuer shall proceed diligently to perform legally
and effectively all steps required In tbe imposition and
collection of the System Development rees. Opon the due
date of any such System Development ree., the Issuer shall
diligently procee~ to collect the lame and Ihall exercise
all legally available remedies to enforce luch collections
now or hereafter available under State law.
..CYIO. 5.11. COISOL~I.G ..GI..IRS. ~he I.suer Ihall
at all times employ Consultin9 EngIneers, whose duties
.hall be to ~ake any certificates and perfor~ any other
acts required or per~itted of the Consulting Engineers
under this Re80lution, and also to revIe" the construction
an~ operation of tbe System, to aake an inspection of the
System at least once a year, and, not aore than .izty (60)
or less than forty-five (4S) days before the end of each
riscal Year, to submit to the Issuer a report vitb recommendations
a. to the proper maintenance, repair and operation of the
Syste~ during tbe ensuing Fiscal Year, including recommendations
for expansion and additions to the Systelll to meet anticipated
service demands, and an estimate of the amount of lIloney
necessary for such purposes. Copies of such reports, recommendations
and estimates aade as hereinabove provided Ihall be filed
with the Issuer for inspection by BondhOlders, if such
inspection is requested.
SIC~10B 5.11. ARBI~RAGI. The Issuer at all times
will co~ply with the reQuirelllent. of Section l03{c) of
the Code and any applicable rules and regulations promulgated
thereunder. ~he Issuer agrees to take no action which
.ay render the interelt on any of the Bonds lubject to
Federal income taxation.
SBC'!IOB 5.1f. COV.BAJf'l'S WIYB CUDI! UDS AX!> I.SOURS.
~he Issuer .ay ~.ke such covenant. as 1t .ay in its .ole
discretion determine to be appropriate with any In.urer,
Credit Bank or' other financial in.titution that .hall agree
to 1~sure or to provide for Bonds of anyone or sore Series
credit or liquidity aupport tbat ahall enhance tbe lecurity
or the yalue of .ucb Bonds. Sucb covenants may be aet
fortb in the applicable Suppl..ental ~e.olut1on and Ihall
be binding on the Issuer, the Registrar, the Paying Agent
and all the Bolders of Bonds the I.~e al if such covenantE
were let forth in full in this ~eso)ution.
51
16C 5
ARTl C1.B VI
S'UBORD I RATED I lID IBTJIDPa SS ABD
ADDITIONAL BONDS
8ICYIO. '.01. I080kDIaATID J~IB!IDWBSS. ~be ISluer
vill not isaue"any other obligations, except under the
conditions and in the ~anner provided berein, payable fro~
the Ple~ge~ Funds or the Gross Revenuel or voluntarily
create or cau.e to be created any debt, lien, pledge, a8s1gn~ent,
encuBbrance or other charge having priority to or being
on a parity with tbe lien thereon in favor of tbe Bonds
and tbe intereat thereon. The Issuer s.y at any time or
from time to ti~e 118ue evidences of indebtedness payable
In whole or in part out of Pledged Pund, and vhich may
be lecured by a pledge of Pledged rundsr provided, however,
that lucb pledge ahall be, and Ihlll be expressed to be,
.ubordinated in all respects to the pledge of the Pledged
Funds created by this Resolution. The Issuer agrees to
pay pro~ptly any Subordinated Indebtedness as the ..~e
ahall beco~e due.
IBerIO. f.02. ISSt1A.BC1 or ADDI!IOJiU IIOJIOS. No Additional
Bonds, payable pari passu with the Bonds then Outstanding
pursuant to this ReSOlution, shall be issued except upon
the conditions and in the ~anner herein provided. ~he
Issuer may issue one or more Series of Additional Bonds
for anyone or more of the follo~ing purposes: (~) financing
the Cost of completion of the Initial Project, (B) financing
the Cost of an Addit10nal Project, or the completIon thereot,
or (e) refunding any or all Outstanding Bonds or of any
Subordinated Indebtedness of the Issuer.
No such Ad~itional Bonds shall be issued unless the
follo~ing conditions are co=p11ed with:
U) Except 1n the case of Additional 80nd6 i.sued
for the purpose of refunding Outstanding Bondi, the Issuer
shall certify that it 1s current in all deposits into the
various funds and accounts established hereby and all payments
theretofore required to have been deposited or ~ade by
it under the provisions of this Reaolution and have complied
vith the covenants and agreements of this Resolution.
(2) An independent certifitd pUb11c accountant aball
certify to the I..uer tbat the aeount of tbe Ret ~evenues
and Special AlaeSI~ent Proceeds during the immedilte preceding
Piacal Year or any tvelve (12) consecutive months selected
by the Issuer of tbe twenty-four (24) ~onthl iZlIlediately
preceding the issuance of said Additional Bonds, adjusted
S2
16~ 5
as hereinafter provided, viII Ca) be equal to at least
one bundred percent (100') of the Maxi~um Annual Debt Service
of the Outstanding Bonds and the Additional Bonds then
proposed to be issued, and (b) when added to the System
Development Fees, adjusted as hereinafter provided, received
by the Issuer during such 12-~onth period, be equal to
at least one bundred twenty-five percent (12S') of the
Kaxl~u~ Annual Debt Service of the Outstanding Bonds and
the Additional Bon~s then proposed to be issued.
For the purpoa. of deter~1nln9 the Maa1.UD Annual
Debt Service under tbJs Section 6.02, the interest rate
on pari passu additional Variable Rate Bonds then proposed
to be issued Ihall be deemed to be the Ka2imum Interest
aate applicable thereto.
Por tbe purpose of tbl. Section 6.02, the phrase -~iltely
preceding Piscal Year or the t~elve (12) consecutive months
of the twenty-four (24) months i~mediately preceding the
issuance of said Additional Bonds- shall be sometl~es referred
to a. -twelve (12) consecutive months.-
~he Net Revenues, the System Development Pees and
the Special A8se8sment Proceeds calculated pursuant to
the foregoing paragraph (2) of this Section 6.02 may be
adjusted by the independent certified public accountant
upon the written advice of the Consulting Engineers, at
the option of the Issuer, as follows:
(A) If the Issuer, prior to the issuance of the proposed
Additional Bonds, shall have 1ncreased the rates, fees
or otber charges for the product, lerv1ces or facilities
of the System, the Net ~evenues and the System Development
rees for the twelve (12) consecutive ~onths 1~med1ately
preceding the issuance of said Additional Bonds shall be
adjusted to sbow the Net Revenues and the Syste~ Develop~ent
Fees which would have been derived from tbe System in lucb
twelve (12) consecutIve Dontbs a. if such Increased rates,
fees or other charges for the product, lervices or facilities
of the Syste~ had been in effect during all of Bucb twelve
(12) consecutive sonths.
(B) If the Issuer Iball bave acquired or bas contracted
to acquire any privately or publicly owned ex1sting water
and/or sewer syate., the cost of which ahall be paid fro~
all or part of tbe proceed. of the ialuance of tbe proposed
Additional Bonda, then the Bet aevenues derived froa the
Syste~ during the tvelve (12) consecutive .onths 1mllled1ately
preceding the i.auance of sa1d Additional Bonda ahall be
increased by adding to tbe Net Revenues for said twelve
(12) consecutive aonths the Net Revenues which would have
been derived from said exilting ~ater and/or se~er syste~
53
~ -,'-.",- -
16C 5
.. if such existing water and/or sewer Systf~ hid been
. part of the System ~urln9 luch twelve (12) consecutive
aontbs. ror the purposes of this paragraph, the Net Revenues
derived from said existing vater and/or sewer sY6tem during
auch twelve (12) consecutive months shall be adjusted to
deter&lne such Net Revenues by deducting tbe cost of operation
.n~ maintenance of said existing water and/or .ewer .yste~
fro~ the tross revenues of .aid Iystem.
(e) If the Issuer, in connection with tbe issuance
of A~ditfonal Bondi, Iball Inter into a contract (with
. dur.tion not less than the final aaturity of such Additional
8on~s) vi~h any public or private entity whereby the Issuer
Agrees to furnJlh lerv1ce. In connection with any vatef
and/or lewer aystem, then the Net Revenues of the Syste~
during the twelve (12) consecutive months immediately prece~ln9
the jssuance of .aid Additional Bonds ahall be increased
by the least amount which .aid public Of privateentlty
ahall guarantee to pay in anyone year for the furniShing
of .aid aervices by the Issuer, after deducting therefrom
the proportion of operatin~ expenses and repair, renewal
ar.d repJace~ent cost attributable in .uch year to sucb
.erv1ces.
CD) If the Issuer covenants to levy Special Assessments
against property to be benefited by the improve~enta, the
cost of which shell be paid fro~ the proceeds of the proposed
Additional Bond., then the Special Assessment Proceeds
derived fro~ the Syste~ during the twelve (12) consecutive
~nths shall be increased by an amount equal to fjfty percent
(SOt) of the least amount ~bich the Consulting Engineers
estimate vill be received 1n anyone year from the levy
of said Special Assesslllents, .aid amount to be tbe total
r~ceived fro~ the installment payments on the Special AsseS6ments
plus the interest paid on the unpaid portion of the Special
Assessments. The esti~.te of the Consulting Engineers
.hall be based upon the preliminary assessment roll filed
with the Issuer prior to the construction of such i~provement&.
(E) In the event the I.luer shall be constructing
or acquiring additions, extensions or iaprovelllents to the
Syste~ fro~ the proceeds of sucb Addltl~nal Bonds and shall
have establish,d fees, ratea or charges to b~ charged and
collected from users of auch facilities vhen service 1s
~.ndefed, luch 5et _evenue. and System Development 'ees
.ay be .~ju.te~ by adding ther.to the Set _evenues and
System Deyelopment Fees est1~ated by the Con.ultJng Engineers
to be derived during the firlt t~elve (12) months of operation
aftlr co.pIetion of the constructJon or acquJ.ltlon of
laid additions, estensions and l~provelllents frolll the .proposed
users- of the facilities to be financed by Additional Bonds
tog~tber with other funds on hand or lavfully obtained
s.
16 C 5
for sucb purpose. Proposed users shall be those users
v~o are located in the serv1ce area of such facilities
at tbe ti~e such adjust~ent is ~a~e by the Consulting Engineers
and vho shall be required to utili%e the services of such
facil1t1essubsequent to the acquisition or construction
~beIeof.
A~d1t1onal Sonds ahall be deemed to ~ave been Issued
pursuant to tbis Resolution the la~e as the Outstanding
Bond., .n~ all of the other covenants and other provisions
of this Resolution (ezcept a. to detail. of sucb Additional
Bonda inconsistent tberewith) .hall be for tbe equal benefit,
protection and security of the Soldera of all Bonds illued
purluant to this lelolution. All Bond., regardless of
the t1me or t1aes of their i.suance, shall rank equally
with reapect to their lien on.the Pledged Funds and their
.ources and security for payment therefro~ without preference
of any Bonds over any otber.
Ir. the event any Additional Bond8 are is.ued fot tbe
purpose of r.fun~ing any Bonds tben Outstanding, the conditions
of paragraph (2) of this Section 6.02 shall not apply,
provided that the issuance of such Additional Bonds shall
not result in an increase in the aggregate a~unt of principal
of and interest on the Outstanding Bonds beco~ing due in
the current Bond Year and all subsequent Bond Years. The
conditions of paragraph (2) of t~is Section 6.02 shall
apply to Additional Bonds issued to refund Subordinated
Indebtedness.
In tbe event tbat the total a~ount of Series 1985
Bonds herein author1z.d to be issued are not issued simultaneously,
such Series 1985 Bonds which are subsequently issued shall
be 8ubject to the conditions of paragraph (2) of this Section
6.02.
If at any ti.e the Issuer shall enter into an a9ree~ent
or contract for an ownership 1ntere.t In any public or
privately owned water and/or aever Iystem or fot the relervation
of capacity therein whereby the Issuer bas agreed as part
of tbe cost thereof to pay part of the debt lervice on
the obligations of such public or privately owned water
and/or sewer ,yste~ il8ued in connection tberevith, luch
pay~ents to be made by the Issuer .hall be junior, inferior
and aubordinate in all respects to tbe Bonds i..ued btteunder,
anIels luch obligations (wben treated a. Additional Bonds)
Iball aeet the conditions of paragrapb (2) of tb11 Section
6.02, in which ease luch obligations .hall rank on parity
as to lien on the Pledged Funds with tbe Bonds.
5S
16 C 5
SIC!I05 '.03. 80.D AN~ICIPA~IO. .O~IS. The Issuer
~ay i.sue notes in ant1cJpat10n of the issuance of Bonds
wbieh shall have such ter~s and details and be secured
in such ~enner, not inconsistent with this ~esolution,
.. ahall be provided by Supple~ental Resolution of the
Issuer.
56
16C 5
u.TICLI VII
DEPAULTS ARD aEKEDIIS
SICYIO. 7.01. aVBITS or OBrAOLY. The following events
shall each constitute an -Event of Default-,
(A) Default .hall be aade in the payment of the principal
of Sinking rund Installeent, redemption pre~1um or Interest
on any Bond or Subordinat~~ Indebtedness when due.
(B) ~here Iball occur the dislolut10n or liQuidation
of tbe Issuer, or tbe filing by tbe Iasuer of . voluntary
petition 1n bankruptcy, or tbe commie.ion by tbe Issuer
of any act of bankruptcy, or adjudication of the Issuer
as . bankrupt, or aasignlllent by the Issuer for the benefit
of itl creditors, or appo1nt~ent of . receiver for tbe
Issuer, or the entry by tbe Issuer into an agreement of
composition with its credit~rs, or tbe approval by a court
of competent jurisdiction of a petition applicable to the
Issuer 1n any proceeding for ita reorganization instituted
under tbe provisions of the Federal Bankruptcy Act, as
.~ended, or under any s1~11ar act in any jurisdiction "hich
may now be in effect or hereafter enacted.
eC) The Issuer shall default in the due and punctual
perfor~ance of any other of the covenant., conditions,
agreements and provisions contained in the Bonds or in
this Resolution on the part of the Issuer to be perfor~ed,
and sucb default Ihall continue for a period of thirty
(30) days after written notice of such default ahall have
been received fro~ the Eolders of not less than twenty-five
percent (25') of the aggregate principal amount of Bonds
Outstanding or the Insurer of such amount of 8onds.
SaC710. 7.02. al"ID1.S. Any Bolder of Bonds issued
under the provisions of this Reaolution or any trustee
or receiver acting for luch Bondbol~erl .ay either at law
or in equity, by suit, action, &andamU8 or other proceedings
In any court of co~petent juriSdiction, protect and enforce
any and all rights under the Laws of tbe State of Florida,
or 9r.nte~ and. contained in this Reaolution, and aay enforce
and compel the perfor~ance of all ~uties required by this
Resolution or by any applicable Itatutes to be performed
by tbe I..uer or by any officer thereof.
~be Bolder or Bolder. of Bond. in an aggregate principal
amount of not less than twenty-five per centul\ (25') of
tbe Bonds then outstanding aay by a duly elecuted certificate
in writing appoint a trustee for Bolders of Bonds issued
pursuant to this ~esolution with authority to represent
57
16C 5
luch Bondholderl in any legal proceedings foy the enforce~ent
and protection of the r1vhta of luch Bondholderl 1n any
legal proceedings for the enforcelllent and protection of
the rights of sucb Bondholders and such certificate shall
be executed by such Bondholders or their duly authorized
attorneys or representatives, and shall be filed in the
office of tbe Clerk.
8ICYIO. 7.03. alRIDIIS COKDLAYIVK. No remedy herein
conferred upon or reserved to tbe Bondbolderl is intended
to be e~clu.l.e of any otber remedy o~ remedie8, and each
and every luch r.~edy Ihall be cumulative, and ahall be
1n addit!on to every other remedy 9iven hereunder or now
or her.after e~l.tiDg at law or In equity or by Itatute.
8ICYIO. 7.04. WAIVla OP DI'AUL~. 50 delay oroajssion
of any Bondholder to eaercile any right or power accruing
upon any default Ihal1 l~pair any auch right or power or
Iball be construed to be a w.iver of any lucb defaUlt,
or an aCQuieacence thereln~ and every pover and remedy
viven by Section 7.02 to the Bondholders .ay be exercised
from time to time, and as often as may be deemed expedient.
SIC~IO. 7.05. APPLICATIO. or MoallS Ar~l. D.rADL~.
If an Event of Default Ihall happen and ahall not have
been remedied, the Issuer or a trustee or receiver appointed
for the purpose shall apply all Pledged runds as follows
and in the following order:
A. To the pa~ent of the reasonable and propel charges,
ezpenses and liabilities of tbe trustee or receiver and
Registrar bereunder,
B. To the payment of the a~ounts required for reasonable
and necessary Operating E~penses, and for the reasonable
renewals, repairs and replacements of tbe System necessary
to prevent 10&s of Gross Revenue., as certified by the
Consulting EngineerJ
C. To the payment of tbe interest and principal
or Rede~ption price, if applicable, then due on the Bonds,
as follows:
(1) Dnlels the principal of all the Bond. ahall bave
become due and ~yable, all aucb aoneys shall be applied:
WIRSTr to tbe payment to tbe Perlona entitled
thereto of all installment, of interest then
due, in the order of the ~turity of lucb installments,
and, if the amount available .hall not be lufficient
to pay in full any particular inst.ll~ent, then
to the payment ratably, according to tbe amounts
58
16C
~
-l
due on such install~ent, to the Persons entitled
thereto, without any d1.c(i~ination or preference;
SECOND: to the pay~ent to the Persons entitled
thereto of tbe unpaid principal of any of the
Bonds which shall have beco~e due at ~aturity
or upon eandatory rede~ption prior to maturity
(other than Bonds called for redemption for the
payment of wbich .oney. are beld purluant to
the provilions of Section '.01 of this Resolution),
in the order of their due datea, vith interest
upon such 80nds from the respective dates upon
vhicb tbey beca~e due, and, if the amount available
ahall not be sufficient to pay in full 80nds
due on any particular date, together with luch
interest, then to tbe payment first of 8uch interest,
ratably according to the .~ount of auch 1nterelt
due on such date, and then to tbe payment of
such principal, ratably accordlr.g to the amount
of such principal due on .uch dat~, to the Persons
entitled thereto without any discrimination or
preference; and
~BIRD: to the payment of the Rede~ption Price
of any Bonds called for optional rede~ption pursuant
to the provisions of this Resolution.
(2) I f the principal of all the Bonds shall have
become due and payable, all luch moneys shall be applied
to the paYlIlent of the principal and interest then ~ue and
unpaid upon the Bonds, with interest tbereon a8 aforesaid,
witbout preference or priority of principal over interest
or of interest over principal, or of any installment of
interest over any other installment of interest, or of
any Bond over any other Bond, ratably, according to the
amounts due respectively for principal and Interest, to
tbe Persons entitled thereto without any discrimination
or preference.
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r.::
J
A..JrJ' J CLE VI J J
BOPPLlJUftAL USOLtrrIORS
SICTIOII '.01. SOPPLIXIJr.I'AL USOLUTION 1fI!'B00'f IO)I)BOLDDS'
CO.SI.~. ~he Issuer, from tl~e to tl~e and at any tl~e,
~.Y adopt luch Supplemental Resolutions without the consent
of tbe Bondholders (which Supplemental Resolution shall
thereafter form a part bereof) for any of the following
purpoaesl
(A) To cure any ambiguity or for~al defect or omission
or to correct any inconsistent provlaions in this Relolut10n
or to clarify any zatterl or Questions ariaing hereunder.
(B) to grant to or confer upon the Bondholders any
l~dlt10nal rights, remedies, pover., authority or security
that may lawfully be granted to or conferred upon the Bondholders.
ee) To add to the conditions, 11~ltations and restrictions
on the issuance of Bonds under the provisions of this Resolution
other conditions, limitations and restrictions tbereafter
to be observed.
CD) To add to the covenants and agreeJnents of the
Issuer in this Resolution other covenants and agree~ents
tbereafter to be observed by the Issuer or to surrender
any right or poyer herein reserved to or conferred upon
the Issuer.
(E) '%'0 specify an~ determine the lIatters and things
referred to in Sections 2.01, 2.02 or 2.0' bereof, and
alao anj otber ~atters an~ tbings relative to auch Bonds
yhich are not contrary to or inconsistent with thil Resolution
as theretofore in effect, or to I~en~, ~odify or rescind
any luch authorization, Ipeciflcltion or determlnltion
at any time prior to tbe first delivery of auch Bonds.
er) lJ'0 authorize Additional Project. or to change
or aodify the description of any Project.
(G) lJ'0 apeelfy and "etel1l1ne satters neces.ary or
~esirable for the 1.suanee of Variable Rate Bonds or Capital
Appreciation 8on~s.
IIC~IO. . .02. IOPPLIJlIftAL USOLlJIfIO. .I~8 8OJa>IOLDDS r
&~ I.SO~R'S CO.SI~. Subject to the ter~s and provisions
contained 1n this Section 8.02 and Section 8.01 hereof,
the 8old~r or SoIdell of not less than a aajority jn a99regate
principal a~ount of the Bonds then Outstanding Ihall have
~he x1ght, fro~ time to time, anything contained 1n this
10
16C
i~,
.,..,/
Resolution to tbe contrary notwithstanding, to consent
to .n~ approve the a~opt10n of auch Supplemental Re.ol~tion
or ~esolut1ons hereto al ahall be dee~ed necessary or ~esirable
by the Issuer for the purpose of s~pple~enting, ~od1fying,
altering, a~ending, adding to or rescinding, in any particular,
any of the terms or provisions contained in this Resolut1on~
provided, bowever, tbat if lueb .odification or a~end~ent
will, by ita teras, not take effect ao long as any Bonds
of any .pecif1e~ Series or aaturlty remain Outstanding,
the consent of the Bol~er. of auch Bonds Ihall not be required
and luch Bonds shall not be deeme~ to be Outstanding for
the purpose of any calculation of Outatanding Bonds under
this Section 8.02. Any S~pplemental Resolution which 16
adopted in accordance with tbe provi.10na of this Section
1.02 aball also require the vritten eonlent of the Insurer
of any Bonds whIch are OUt.tanding at the ti.e luch Supplemental
Resolution sball tate effect. .0 Supplemental Resol~tion
.ay be approved or adopted wb1ch Ihall permit or require
(A) an e2tension of the .atur1ty of the principal of or
the payment of the interest on any Bond issued bereunder,
(8) reduction 1n the principal amount of any Bond or the
Rede~ption Price or the rate of interest thereon, (C~ tbe
~reatIon of . lien upon or a pledge of other than the lien
and pledge created by this Resolution which adversely affects
any Bondholders, (D) a preference or priority of any Bond
or 80nds over any other Bond or Bonds, or (E) a reduction
in tbe aggregate principal a~ount of the Bonds required
for consent to such Supple~ent.l ~esolution. Nothing herein
contained, however, Ihall be construe~ as ~akjn9 necess8ry
the approval by Bondholders or the Insurer of the adoption
of any Supple~ental Resolution as authorized in Section
8.01 hereof.
If at any tl~e the II8uer ahall deter~ine that it
is necessary or desirable to adopt any Supple~ental ~esolution
pursuant to this Section 8.02, the Clerk shall ca~se the
~e9istrar to give notice of tbe proposed adoption of such
Supplemental Resolution and the for~ of consent to such
adoption to be _ailed, postage prepai~, to 1111 lond~olders
at their addresses as they appear on the registration books
and to all Insurers of Bonds Outstanding. Such notice
ahall briefly let fortb the nature of tbe proposed Supplelllental
Re8olut10n and Ihall .tete that copies tbereof are on file
at the offices of the Clerk and tbe Registrar for inspection
by all BondboldeIs and In.urera. Tbe Issuer ahall not,
however, be subject ~o any liability to any Bondbolder
or Inaurer by rea.on of itl failure to cauae tbe motice
~eQulred by this Section 8.02 to be .ailed and any such
failure aball not affect the validity of aueh Suppl.~ental
Resolution when consented to and approved as provided in
this Section 8.02.
~
11
16C5
Whenever the Issuer shall deliver to tbe Clerk an
in.tru.ent or in.tru~nts in writing purporting to be elecuted
by the Bolders of not less than a ~ajor1ty in aggregate
principal amount of the Bonds then Outstanding and each
Insurer of 80nds Outstanding, which instru~ent or instrulIlents
sball refer to tbe proposed Supple~ental Resolution described
in such notice and Ihall apecifically consent to and approve
the a~option thereof in aubstantlally tbe form of tbe copy
tbereo' referred to 1n luch not1ce, thereupon, but not
otberwlle, tbe Iesuer ..y adopt auch Supplemental Reaolutlon
1n aubstantially auch form, without liability or responsibility
to any Bolder of any Bond, whether or not luch Bolder Ihall
have coasented thereto.
If tbe Bol~erl of not less than a .ajorlty in aggregate
principal amount of tbe Bonds Outstanding at tbe time of
tbe aaoption of sucb Supplemental Resolution ahall bave
consented to and approved tbe adoption tbereof as herein
provided, no Bolder of any Sonef shall have any right to
object to the adoption of luch Supplemental ResolutIon,
or to object to any of tbe terms and provillons contained
thereiD or tbe operation tbereof, or in any ~anner to Question
the propriety of the adoption thereof, or to enjoin or
restrain the Issuer frolll adopting the aame or fro~ taking
any action pursuant to tbe provisions thereof.
Upon the adoption of any Supple~ental Resolution pursuant
to the provisions of this Section 8.02, this Resolution
shall be dee~ed to be ~odjfjed and amended in accordance
tberewitb, and the respective rights, duties and obligations
under this Resolution of the Issuer and all Bolders of
Bonds then Outstanding ahall thereafter be determined,
e~erclaed and enforced in all respects under the provisions
of this Resolution as 80 Modified and amended.
SIC~IO. 1.03. CO.S..T or I.S0R.R WBBRI BOaDBOLDaR
CO.SB~ alQUIaaD. Bacb Inlurer Iball be deemed to be the
Bolder of tbe BondI insured by auch In.urera (A) at all
t1>>es for the purpoae of any a.endment, chAnge Or modifIcation
of the Resolution or the initiation by 8ondholder. of Ilny
action to be undertaken by . trultee at the 80ndholder's
reQuelt and (B) following an Event of Default for all otber
purposes. .
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16C 5
AJtTICLI II
In SCIL.LAJlBODS
SICYJO. '.01. CllIABA.CI. If the Issuer ahAll pay
or eauae to be paid or there ahall otherwise be paid to
tbe Boldera of all Bonds the principal or Re~elllption Price,
if applicable, and intereat due or to beco~e due thereon,
at the ti~e& and in tbe .anner Itipulated therein and in
thll lesolution, tben the pledge of tbe Pledged Funds,
and all covenantl, avreementl and other obligations of
the Issuer to tbe Bondholdera, Ihall thereupon eea.e, ter~inate
and become void and be d18cbarged and latlsfied. In luch
event, the 'aylng Agent. ahall pay over or deliver to the
Issuer all ~oney or aecurities held by the~ pursuant to
tbe Resolution which are not required for the payment or
redemption of Bonds not theretofore lurrendered for luch
payment or redemption.
Any Bonds or interest installments appertaining thereto,
whether at or prior to the ~aturlty or re~emption date
of such Sondl,lhall be ~eemed to have been paid within
the ~ean1ng of this Section '.01 If (A) in case any such
Bonds are to be redee~ed prior to the maturity thereof,
there shall hive been taken all action necessary to call
such Bonds for redemption and notice of such redemption
shall hive been duly given or plovislon shall have been
~ade for the giving of such notice, and (B) there shall
have been deposited in irrevocable trust vith a banking
institution or trult company by or on behalf of the Issuer
either ~oneY6 in an a~ount which shall be luft1c1ent, or
Refunding Securities the principal of and the interest
on which when due viII provide ~oneY8 which, together with
the ~oneY6, if any, deposited with such bank or trust company
at the aame ti~e ahall be lufficient, to pay tbe principal
of or Rede~ption Price, if applicable, and interest due
anc:S to become due on said BondI on and prior to the redemption
date or s.turity date thereof, a. the case may be. Except
as bereafter provided, neither the Refunding Securities
nor any .oneys 10 deposited with lucb bank or truat company
nor any aoneys received by lueh bank or trust co~pany on
account of principal of or ~edemptjon PrJce, Jf appljeable~
or-interest on-.aid Refunding Securities Ihall be withdrawn
or a.e~ for any purpose other than, and all auch Doneys
aball be held in'trult for and be applied to, the pay.ent,
when due, of the principal of or Redempt10D Price, if applicable,
of the Sonds for the p.y~ent or redemption of which they
vere deposited and the interest accrUing thereon to the
date of aaturity or rede~tlon.
53
16C 5
ror purpoles of deter~in1ni whetheT Variable Rate
Bonds shall be dee~ed to have been paid prior to the ~aturity
or the redelllption date thereof, IS the case ~ay be, by
the deposit of ~oneys, or specified Refunding Securities
and .oneys, if any, in accordance vlth tbl. Section '.01,
tbe interest to come due on sucb Variable Rate Bonds on
or prior to the maturity or redemption date thereof, as
the case .ay be, Ihall be calculated at the "axi~u~ Interest
aate, provided, however, that if on any date, as a result
of such Variable Rate Bonds baving borne interelt at less
tban tbe "axl~um Interest Rate for any period, the total
a.ount of _oneys and Ipeclfled Refundlni Secur1tiel on
depolit for the payment of interest on such Variable Rate
BondI 11 in excel. of the total a~ount vhicb would have
been required to be depoaited on luch date in re.pect of
auch Variable Rate Bonda is in order to latisfy this Section
'.01, luch excess shall be paid to the Issuer free and
clear of any truat, lien, pledge or aaslgn~ent securing
tbe Bonds or otberwJse existing under this Resolution.
In the event the Bonds for which .oneya are to be
depolited for the payment thereof in accordance with this
Section '.Ol are not by their terms subject to redemption
within tbe next .ucceeding lixty ('0) days, the Issuer
ahall cause the Registrar to .ail a notice to the Holders
of such Bonds that the deposit required by this Section
'.Ol of .oneys or Refunding Securities has been made and
said Bonds are dee~ed to be paid in accordance with the
provisions of this Section '.01 and stating such maturity
or rede~ption date upon which ~oneys are to be available
for tbe pay~ent of the principal of or Redemption Price,
if applicable, and interest on said Bonds.
50tblng herein ahall be dee~ed to require tbe Issuer
to call any of the Outstanding Bonds for rede~ption prior
to maturity pursuant to any applicable optional redemption
prOVisions, or to i.pair the discretion of the I.suer in
deter~lnlni whether to ..ercile any sucb option for early
redemption.
In tbe event tbat the principal of or Rede~ption Price,
if applicable, and. interest due on the Bon~. ahall be paid
by an Inlurer'or Inlurers, the pledge of the Ple~ged Funds
and all covenanta, 1l9ree~entl and other obligations of
~be Illuer to the Bondholderl .ball continue to Izilt and
aucb Inlurer or Inlurers Iba11 be .ubrogated to tbe rights
of lucb Bondholders.
,.
16 C'"5
SIC~IOH '.02. CAPIrAL &P'.ICIA'IOJ 805DS. For the
purposes of (Al receiving payment of the Rede~ption Price
jf a Capital Appreciation Bond is redee~ed prior to ~turity,
or (8) receiving payment of . Capital Appreciation Bond
if the principal of all Bonds becomes due and payable under
the provisions of thl1 ReSOlution, or (C) co~put1ng the
a.ount of Bon~s beld by the Bolder of . Capital Appreciation
Bond in 91ving to the Isauer or any trustee or receiver
appoInted to represent the Bondholders any notice, consent,'
request or demand purluant to this Resolution for any purpose
whatloever, the principal amount of a Capital Appreciation
Bond .hall be dee~ed to be 1t. Accreted Value.
.IC~JO. '.13. .ALa OP aO.DB. ~he Bonds .ball be
11sued and aold at public or private aale at one time or
in 1natall~ent. from time to time and at luch price or
prices as .ball be consistent witb tbe provision. of the
Act, the requirements of this Resolution and other applicable
provisions of lav.
SICrIOW '.O~. VALIDArIO. AVTBORIIID. Burt L. Saunders,
Esquire, Counsel for the Issuer, is beleby authorized and
directed to institute appropriate proceedings for the validation
of the Series 1985 Bond. in the Circuit Court for Collier
County, and the proper officers of the Issuer are bereby
authorized to verify on behalf of the Issuer any pleadings
in auch proceedings.
SaCYIOJ 1.05. 'IVlaABILI~J or I_VALID ,aOVISI05S.
If anyone or ~ore of the covenants, .9ree~ents or provisions
of this Resolution shall be held contrary to any express
provision of law or contrary to tbe policy of express law,
thougb not expressly prOhibited, or against public policy,
or ahall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null
and void and shall be dee~ed aeparable from the remaining
covenants, a9ree~ents and provisions of this Resolution
and Ihall in no way affect the vali4ity of any of the other
covenants, agceeaents or provllions bereof or of tbe Bonds
issued hereunder.
.IC~IO. I.Of. alPBAL or I.CO.SIS!I.~ aISOLorIO.S.
All ordinances, resolutions or parts thereof 1n conflict
herewith are hereby superaeded and repealed to tbe extent
of lucb conflict.
..C~IO. '.07. .Frac~lva DA~.. ~h1s R.solution aball
take effect immediately upon Ita adoption.
'5
16C
~
.,)
IltTIOR t. POLL roacl A.D .rrlcr. ~be remaining
portions of tbe Or!~in.I.Resolution sball re~aln in full
force and effect.
IlcrIO. 5. .BvaRABILIry or I.VALID paOVISIO.S. If
anyone or &ore of the provisions berein contained shall
be held contrary to the policy of express law, tbough not
expressly prohibited, or against public policy, or ahall
for any reason whatsoever be hel~ invalid, then .uch provisions
ahall be null and void and .hall be deemed aeparately from
tbe re.aining provllions and .hall in no way Ilffect the
.alld1ty of any oth~ provisions hereof.
"
'IC~IO. ,. asPBALI.C CLAOSl. All resolutions, ordinances
or part. thereof In conflict vitb the provision. bereIn
cont.ined .re, to the extent of .uch conflict, bereby luperseded
and repealed.
'IC~IO. 7. .r'ICTIVB DArB. ~his rJrat Amended and
Restated Resolution Iball take effect i&~ediatelY upon
its adoption.
'6
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aBSOLtrrIO. 110. CWS-17- 5
~ RESOLUTION AMENDING IN CERTAIN RESPECTS A RESOLUTION
OF THE COUNTY WATER-SEWER DISTRICT ENTITLED: -A
kESOLUTION AMENDING IN CERTAIN RESPECTS ~ND RESTATING
IN ITS ENTIRETY RESOLUTION NO. CWS-B5-5 OF THE COUNTY
WATER-SEWER DISTRICT, ~DOPTED ON JULY 30, 1985, AND
ENTITLEDI 'A RESOLUTION ~UTHORIZING THE ISSUANCE BY
~BE COUNTY WATER-SEWER DISTRICT OF ~OT EXCEEDING
582,500,000 IN THE AGGREG~TE PRINCIPAL AMOUNT OF WATER
.AND SEWER R~UE &ONDS, SERIES 1985 TO PINANCE THE
COST or aEFUNDING CERTAIN OUTSTANDING OBLIGATIONS OF
~HE DISTRICT AND CONSTRUCTING ~ND ACQUIRING CERTAIN
ADDITIONS, EXTENSIONS ~ND IMPROVEMENTS TO THE
DISTRICT'S WATER AND SEWER SYSTEMJ PLEDGING THE NET
REVENUES AND SYSTEM DEVELOPMENT FEES TO SECURE PAYMENT
OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS:
PROVlDING POR THE RIGHTS OF THE SOLDERS OF SAID BONDS:
~ND PROVIDING FOR AN EFFECTIVE DATE POR TBIS
RESOLUTION', AND PROVIDING AN EPFECTIVE DATE.-
.. I~ ~SOLVBD BY ~BB BOARD OF COUM~Y COKMISSIORERS OF
COLLID COUHTY, JI'LORIOA, ~C'TIJfG AS If'BE D-oPl'ICIO GOVERNUIG BODY
01' nm COt1JlTY 1O.'rD-SEWBR DISTRIC"!':
~~10B 1. This Amendatory Res~l~tion is adopted pursuant
to the provisions of Part II of Chapter 153, Florida Statutes,
Chapter 78-489, Lavs of Florida, Special ~cts of 1978, as amended
and supple~ented, and other applicable provisions of law.
~IOR 2. It is hereby found and determined that:
A. On July 30, 1985, ~he Issuer adopted Re.ol~tion No. cws-
85-5, which was &mended and restated on December 26, 1985, the
title of which amended and restated resolution i. let forth in
the title hereto (the -Resolution-).
B. Upon the advice of the I.suer'l financial .dvisor, its
underwriters and ita bond counael, it ia necea.ary and desirable
to amend the ~esolution in certain respects in order to obtain a
policy of aunicipal bond inlur.nce relating to certain
ob11gatioDI of the I.suer.
SBC!IOII J. Paragraphs (2), (3) and (C) of the definition of
.A~thori&e4 Investment.- provided in Section 1.01 of the
Resolution ia hereby amended to read as follows:
(2) Direct obligations and fully guaranteed certificate. of
beneficial intereat of the Export-I.port Bank of the United
States;" senior debt obligations of the Federal Some Loan Banks:
debentures of the Federal Bou.in~ Administrat10ni guaranteed
~ort9aqe-backed bonds and guaranteed pasl-through obligations of
the Government National Mortgage Corporation: guaranteed Title XI
16C 5
f
financing of the u.s. Maritime Administration; aortgage-backed
securities and senior debt obligations of the Federal National
Mortgage Association; and participation certificates and senior
debt obligations of the Federal Home Loan Mortgage Corporation.
(3) Bank time deposita evidenced by certificates of
deposit, and bankers' acceptancel, issued by any bank, savings
and loan association, trust company or nati~nal banking
association, which bas combined cap! tal, surplus and undivided
profits of not less than $3,000,000, provided such deposits are
tully insured by the Federal Deposit Insurance Corporation or the
-Federal savings and Loan Insurance corporation.
(4) ~epurchase agreements collateralized by .ecurities
described in paragraphs (1) or (2) above with any reqistered
broker/dealer subject to the Securities Investors' Protection
corporation jurisdiction which has an uninsured, unsecured and
unguaranteed obligation rated "Prime-1ft or "A3" or better by
Moody's Investors Service and "A-1ft or "A-" or better by Standard
, Poor'. corporation, or any commercial bank which has the above
ratings, provided:
.A. a specific written repurch8se agree~ent governs the
transaction, and
B. the securities are held free and clear of any lien by
an independent third party and such third party is
(i) a Federal Reserve Bank,
(ii) a bank which is a lIlember of the Federal Deposit
Insurance Corporation and which has combined capital,
surplus and undivided profits of not less tbat $25
million, or
(iii) a bank approved in writing for such purposes by
Financial Guaranty Insurance Company, and the Issuer
shall have received written confirmation from such
third party that it holds auch .ecuritiea, free and
clear of any lien, and
C. II perfected first ..curity interest under the Uniform
Commercial Code, or book entry procedures prescribed at
31 eFR 306.1 et .eq. or 31 CFR 350.0 et .eq. in such
aecuritiel ia created for the !:>enefit of the Issuer,
and
D. the repurchase aqreement haa a term of thirty days or
less, or the I.suer will value the collateral
aecurities no less frequently than .onthly and will
liquidate the collateral aecurities if any deficiency
in the required collateral percentage is not restored
within two busin.ss days of luch valuation, and
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16C
~;
, .1
~. ~he repurchase agreement ~tures at least ten ~aY6 (or
other appropriate liqui~ation period) prior to a debt
lervice payment date, and
F. ~he fair ~arket value of the aecurities in relation to
the a~ount of the repurchase obligation, including
principal and imtereat, is equal to at least 100\.
~IOR'. Section 3.01 of the Reaolution is hereby amended
to read as follows:
~'Tl,* 3.01. PR.IVIL.B:GB 01' aJ:DDa'!'IOII. The terms of this
Article III ahall apply to redemption of Bonds other than Capital
Appreciation Bonds or Variable Rate Bonds. The terms and
provisions relating to rede~ption of Capital Appreciation Bonds
.n~ Variable Rate Bonds Ihall by provided by supplemental
~e.olvtion. Bonds .hall only be called for optional redemption
to the extent funds are on deposit and available for such purpose
on the ~ate the call for redemption is made.
~IOH 5. ~he thir~ paragraph of Section 4.0S{B){4' of the
~esolution is hereby amended to read as follows:
Notwithstanding the foregoing provisions, in lieu of the
required deposits into the Reserve Account, the I.suer ~y cause
to be deposited into the Reserve Account a surety bond or an
insurance policy issued by a reputable and recognized insurer for
the benefit of the Bondholders in an amount equal to the
~ifference between the Reserve Account Requirement and the sums
then on deposit in the Reserve Account, if any, which surety bond
or insurance policy shall be payable to the Paying Agent (upon
the giving of notice as required thereunder) on any interest
- payment date on which a deficiency exists which cannot be cured
by fun~s in any other fund or account held pursuant to this
Resolution and available for such purpose. The insurer prov) ding
such surety bond or insurance policy shall be an insurer whose
Dunicipal bond insurance policies insuring the payment, when due,
of the principal of and interest on municipal bond issues results
in such issues being rated in the highest rating category by
either Standard' Poor'l Corporation or Moody'l Investors Service
or their lucceSlors. If the rating of the issuer of such aurety
bond or inaurance policy is reduced below the highelt rating
category of either Standard' Poor'a Corporation or Moody's
Investors Service, the Ilsuer ahall either (1) deposit into the
Reserve Account an amount sufficient to cause the caah or
AuthoriRed Inveatments on deposit in the Reserve Account to at
least equal the ~eserve Account Requirement on all outstanding
Bonds, luch a.ount to be paid over the ensuing five years in
equal aemf-annual installDents, or (ii) replace .uch aurety bond
or insurance policy with a surety bond or insurance policy rated
in the~highest rating category by either Standard' Poor's
Corporation or Moody's Investors Service. If a disburaement is
3
16 c '~5
aa~e from a lurety bond or an insurance policy provided pursuant
to this paragraph, the Illuer Ihall either reinstate the ~aximum
li~1t. of such lurety bond or insurance policy immediately
follow~n9 such ~ilburlement or deposit into the ~eserve Account
from the Pledged Revenues, al herein prOVided, funds in the
amount of the ~1lburaement ~ade under auch policy, or a
co~bination of such alternativel: provided any deposits to be
.ade into the Relerve Account ahall be made aubsequent to
p.~ents required by Sections 4.05(B)(1), (2) and (3) hereof.
S.~IO. I. ~he firat paragraph of Section 4.07 of the
~e.olution ~I hereby &mended to read al followl:
~he .oneYI in the Conltruction Fund, the Revenue Fund,
Operation and Maintenance Fund, the Special Assessments Fun~, the
Principal Account, the Interelt Account, the Term Bonds
~ed~ption Account, the Renewal and Replac~ent Fund, the System
Develo~ent Fees Fund and the Surplus Fund .hall be invested and
r~invested by the Ilsuer in Authorized Investments, ~aturing not
l_ter than the dates on vhich luch moneys will be needed for the
purpoles of luch fund or accountJ provided, however, Authorized
Investments in the Renewal and Replacement Fund and the System
Develo~ent Fees Fund shall mature no later than three (3) years
from the date of investment. Moneys in the Reserve Account shall
be invested in such obligations as provided in clauses (1), (2),
(3), (4), and (5) of the definition of Authorized Inve5tJnent&,
~aturing no later than five (5) year& from the ~ate of
investment. All investments Ihall be valued at the lower of cost
or market value, which valuation shall occur at least on a
Quarterly basis.
SBCTIOM 7. The Resolution is hereby amended to establish a
new Section 7.06 which ahall read as follows:
SZCTIOH 7.0'. I.SV1l~. ~he Issuer Ihall prOVide each
Insurer notice of any Event of Default within 30 days of
knowledge of such occurrence. ~he I.suer .hall also provide each
Insurer with written notice of the resignation or removal of the
faying Agent and the appointment of . auccessor thereto. The
~erm .In.urer. a. u.ed herein Ihall be deemed to include AMBAC
Inde~nity Corporation with relpect to the Illuer'l Seriel 1985
.onds and Pinancial Guaranty Inlurance Company with respect to
the Illuer'a Water ana Sewer Revenue Project Bon~, Series 1987.
Such Inlurers .ay exercia. all rightl and privileges granted
thereto purluant to thia Relolution. The Illuer agreel to
provide each of the aforementioned Inaurerl accell to itl books
and recorda pursuant to Section 5.05 hereof and to aupply .ach
luch Insurer with its Annual Audit pursuant to Section 5.06
bereof.o"
\..
5BCTIOW I. Section 9.01 of the Relolution ia hereby amen~ed
to establish a leventh paragraph vhich ahall read as follows:
4
16C '5
Por purposes of defeasing ~he Ilauer'a Water an~ Sewer
~evenue Project Bond, Series 1987, in accordance with this
Section 9.01, ~he term -Refunding Securities~ shall be deemed to
inclu~e only direct, noncallable obligations of the United State6
of AJnerica.
SBC7IO. ,. Section 5.04 of the Reaolution is hereby amended
to re.~ .. follawss
SBctl0. 5.0.. aAYBS. Commencing with the Fiscal Year
beginning on October 1, 1985, the Iasuer ahall fix, e.tablish and
maintain auch rates and collect lueh fees, rates or other charges
for ~e pr~uct., service. and facili~ies "of itl System, and
reviae the .ame from tlae to time, whenever necesaary, as will
always prov~de in each piscal Y.ar, (A) )Jet Revenues, System
Development Fees aJ'I~ special Alae.aJnent Procee~s adequate at all
ti~e5 to pay in each Fiscal Year at least one hundred twenty-five
percent (12S') of the Annual Debt Service on all Outstanding
Bonds becoming due in auch Fiscal Year and (B) Net Revenues in
each piscal Year a~equate to pay at lealt one hundred percent
(100') of the Annual Debt Service on all Outstanding Bonds and
any required deposits to the Reserve Account becoming due in auch
Fiscal Year. Such rates, fees or other charges shall not be so
reduced so .s to be insufficient to provide adequate Net
Revenues, System Development Fees and Special Aa5ess~ent Proceeds
for the purposes provided therefor by this Resolution.
BECTlO. 10. ~he fourth paragraph of Section 6.02 of the
Resolution is hereby amended to read as follows:
(2) An independent certified public Accountant Ihall
certify to the Issuer that the amount of the Net Revenues
received during the immediate preceding Fiscal Year or any twelve
(12) consecutive ~onthl aelected by the Issuer of the twenty-four
(2.) months immediately preceding the issuance of aaid Additional
Sonds. adjusted as hereinafter provided, will (a) be equal to at
least one hundred percent (100') of the Maximum Annual Debt
Service of the outstanding 80nds "and the Additional Bonds then
propoaed to be is.ued, and (b) vhen added to the System
Developcent Feel and special Aa.elsment Procee~s, adjusted as
hereinafter provided, received by the Issuer during luch 12-~onth
period, be equal to at 1eaat one hundred twenty-five percent
(125') of the Maximum Annual Debt Service of the OutatandLnq
Bonds and the Additional Bonds then proposed to be 1lsued.
SBCYIo. 11. ~he remaining portionl of the ~e.olution ahall
remain in full force and effect.
lactIO. 12. If anyone or ~re of the provisions herein
contained ahall be held contrary to the policy of expre.. law,
though not expressly prohibited, or against public policy, or
5
16C 5
shall for any reason whatsoever be held invali~, then such
provisions ahall be'null an~ void and ahall be deemed aeparate
from the re~aining provisionl and ahall in no way affect the
validity of any other proviaions hereof.
~IO. 13. ~11 resolutionl, ordinances or parta thereof in
conflict vith the provisions herein contained are, to the .xtent
of auch conflict, hereby luperseded and repealed.
..CYIO. 1.. ~his Amendatory Resolution .hall take effect
i~di.tely Dpen its adoption.
R.solv.~ in Regular S..sion, this 3rd day of March, 1987.
(SEAL)
COO'HTl' D.11tR-6BWD DISD.ICT
.~a~~
Chairman of the Board of ounty
Commissioners of Collier County,
Plorida, acting as the Ex-Officio
Cha rman of the Governing Body of
the County water-Se~er District
CAtZ
lerk of the Board of County
Commissioners of Collier County,
Florida, acting a6 the Ex-Officio
Clerk of the Governing Body of the
County Water-Sewer District
.'
6
.ESOLOTIOM .0. CWS-91-6
..
RESOLUTION AMENDING IN CERTAIN RESPEtTS AND
SUPPLEMENTING A RESOLUTION ENTITLED "A
RESOLUTION AMENDING IN CERTAIN RESPECTS AND
RESTATING IN ITS ENTIRETY RESOLUTION NO. CWS-
85-5 OF THE COLLIER COUNTY WATER-SEWER
DISTRICT, ADOPTED ON JULY 30, 1985, AND
ENTITLED: 'A RESOLUTION AUTHORIZING THE
ISSUANCE BY THE COLLIER COUNTY WATER-SEWER
DISTRICT OF NOT EXCEEDING $82,500,000 IN THE
AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER
REVENUE BONDS, SERIES 1985 TO FINANCE THE COST
OF REFUNDING CERTAIN OUTSTANDING OBLIGATIONS
OF THE DISTRIC'I' AND CONSTRUCTING AND ACQUIRING
CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS
'1'0 THE DISTRICT'S WATER AND SEWER SYSTEM;
PLEDGING THE NET REVENUES AND SYSTEM
DEVELOPMENT FEES TO' SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON SAID BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SAID
BONDS; AND PROVIDING FOR AN EFFECTIVE DATE FOR
THIS RESOLUTION' AND PROVIDING AN EFFECTIVE
DATE;" AUTHORIZING CERTAIN ADDITIONS,
EXTENSIONS AND IMPROVEMENTS TO THE DISTRICT'S
WATER AND SEWER SY STEM AND THE REFUNDING OF
CERTAIN OF THE DISTRICT'S OUTSTANDING
OBLIGATIONS; AUTHORIZING THE ISSUANCE OF
$55,225,000 WATER AND SEWER REVENUE BONDS,
SERIES 1991; PROVIDING CERTAIN .TERMS AND
DETAILS OF SAID BONDS, INCLUDING AUTHORIZING
A NEGOTIATED SALE OF SAID BONDS AND THE
EXECUTION AND DELIVERY OF A PURCHASE CONTRACT
WITH RESPECT THERETO; APPOINTING THE PAYING
AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING
THE DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND THE EXECUTION AND DELIVERY OF AN
OFFICIAL STATEMENT WITH RESPECT THERETO;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEMENT AND APPOINTMENT OF AN
ESCROW AGENT; PROVIDING CERTAIN AMENDMENTS TO
THE ABOVE-DESCRIBED RESOLUTION; AND PROVIDING
AN EFFECTIVE DATE.
"'.1 i C..
· IU~
<;::.1II
5
_Z :IT RESOLVED BY '1'1lE BOARD or CO'Oln'Y COKHISSIONERS OF COLLIER
COUHTY, ~LORIDA, ~CTINQ AS THE aX-OFrICIO GOVERNING BOARD OF THE
COLLIER COUNTY WATER-SEWER DISTRICTI
16C 5
.BeTtON 1.
that:
. (A) On July 30,1985, the Collier County water-Sewer Oistrict
(the "Issuer") duly adopted Resolution No. CWS-85-S, as amended
and restated by Resolution No. CWS-85-13 duly adopted on
December 26, 1985, as amended and supplemented (collectively,the
-Resolution"), the title of which Resolution No. CWS-8S-13 is
quoted in the title of this supplemental Resolution, for the
purposes described therein, authorizinq, among other things, the
issuance of the Issuer's Water and Sewer Revenue Bonds, Series 1985
(the "1985 Bonds").
FINDI~GS. It is hereby found and determined
(8) The Issuer has heretofore issued on parity with the 1985
Bonds pursuant to the Resolution its Water and Sewer Revenue
Project Bond, Seri.. 1987 (the "1987 Project Bond"), its Water and
Sewer Revenue Project Bond, Series 1987A (the "1987A Project
Bond"), its Water and Sewer Revenue Project Bond, Series 198'B (the
"1987B Project Bond") and its Water and Sewer Revenue project Bond,
Seri.. 1988 (the "1988 Project Bond"). The 1985 Bonds and the 1987
Project Bond are herein collectively referred to as the
"outstanding Parity Bonds." The 1987A Project Bond, the 1987B
"roject Bond and the 1988 Project Bond are herein collectively
referred to as the "Refunded Obligations."
(C) The Resolution provides for the issuance of Additional
Bonds, payable on a parity with the outstanding Parity Bonds, for
the construction of additions, extensions and improvements to the
System and for the refunding of the Refunded Obligations, upon
- meeting certain requirements set forth in the Resolution.
(D) There is hereby authorized the construction of additions,
extensions and improvelllents to the Issuer's System, all
substantially in accordance with the plans and specifications on
file or to be on file with the Issuer (as more particularly
described herein, the "Series 1991 Project."). The Series 1991
Project shall constitute a portion of the System as set forth in
the Resolution.
(E) There is hereby authorized the payment and refunding of
the Refunded Obligations in order to achieve debt service savings,
all in the manner as provided by this Supplemental Resolution. For
the payment and refunding of said Refunded Obligations, the Issuer
shall, as provided herein, deposit part of the proceeds-derived
from the sale of the Issuer's Water and Sewer Revenue Bonds, Series
1991 (the .Series 1991 Bonds") in a special escrow deposit trust
fund, to purchase direct u.s. Treasury obligations (the "Refunding
securities.) which shall be sufficient, together with investment
earnings therefrom, to pay the Refunded Obligations as the same
become due and payable or are redeemed prior to maturity, all as
provided herein and the hereinafter described Escrow Deposit
Agreement. subsequent to the defeasance of the Refunded
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Obligations, the Refunded Obligations shall no longer be payable
fro. or be secured by any portion of the Pledged Funds.
-(F) The Issuer deems it to be in its best interest to issue
its Series 1991 Bonds to finance the costs of the Series 1991
Project and to refund the Refunded Obligations.
(G) Due to the potential volatility of the market for
tax-exempt obligations such as the Series 1991 Bonds and the
complexity of the transactions relating to such Series 1991 Bonds,
it is in the best interest of the Issuer to sell the Series 1991
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 Series 1991 Bonds. The
Xssuer acknowledges receipt of the infor=ation required by section
218.385, Florida statutes, in connection with the negotiated sale
of the Series 1991 80nds. A copy of the letter of the senior
aanaging underwriter for said Series 1991 Bonds containing the
aforementioned infor=ation is attached to the hereatter described
Purchase Contract as Exhibit C.
(H) - Prior to the adoption of this Supplemental Resolution,
smith Barney, Harris Upham' Co. Incorporated, William R. Hough'
Co. And Prudential Securities Incorporated (COllectively, the
.Underwriters") have offered to purchase the Series 1991 Bonds from
the Issuer and has submitted a Purchase Contract attached hereto
as Exhibit B (the "Purchase Contract") 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 Contract be accepted by the Issuer.
(I) The covenants, pledges and conditions in the Resolution
shall be applicable to the Series 1991 Bonds herein authorized and
said series 1991 Bonds 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 a "Bond" within the meaning of the
~esolution.
(J) The Resolution provides that the Series 1991 Bonds shall
.ature 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 suppiemental
ReSOlution adopted by the Issuer; and it is now appropriate that
the Issuer determine such terms and details.
aZCTIOH 2. DEFINITIONS.
Resolution, the terms defined in
aeanings therein stated, except
hereinafter amended and defined.
When used in this Supplemental
the Resolution shall have the
as such definitions shall be
3
16r 5
The definitions of "Act," "Governing Body" and "Issuer" as
provided in Section 1.01 of the Resolution are hereby amended to
read as follows:. .
""e~.' shall mean Chapter 78-489, Laws of Florida, as
supplemented by Chapter 88-499, Laws of Florida, Chapter 153, Part
II, Florida Statutes, and other applicable provisions of law.
"Qovernlnq Body" shall mean the Board of County commissioners
of Collier county, Florida, acting as the Ex-Officio Governing
Board of the Issuer, or its successors in function.
"Z.lu.r" shall aean the Collier County Water-Sewer District,
and also includes any authority or other governmental entity to
which aay hereafter be transferred some or all of the powers and
responsibilities of the Issuer with respect to the ownership,
financing, operation, enlargement, improvement and maintenance of
the System.
section 1.01 of the ~esolution is hereby amended to include
the following definitions:
"Bond In.ur&~ce Policy" shall mean the municipal bond new
issue insurance policy issued by Financial Guaranty that guarantees
the payment of the principal and interest on the Series 1991 Bonds.
"Financial Guaranty" shall mean Financial Guara.nty Insurance
Company, a New York stock insurance company, or any successor
. thereof.
"198' Co~." shall mean the Internal Rev~nue Code of 1986, as
amended, and the regulations, procedures and rules thereunder in
effect or proposed.
"Rebat. Jl"Un~" shall Dlean the fund established pursuant to
section 5.21 hereof.
"Re.erve Account Insurance Policy" shall mean an insurance
policy or surety bond deposited in the Reserve Account in lieu of
or in partial substitution for cash on deposit therein pursuant to
Section 4.05(B) (4) hereof.
"....". ~cco\mt Letter of Credit." shall aean an unconditional
irrevocable letter of credit or line of credit (other - than a
Reserve Account Insurance Policy) deposited in the ~eserve Account
in lieu of or in partial substitution for cash on deposit therein
pursuant to Section ..05(B)(4) hereof.
"Serie. 1"1 project" shall JIIean the additions, extensions and
improvements to the System, which have been, or shall be,
constructed and acquired by the Issuer as described in Exhibit A
attached hereto, together with any additions, aDlendments,
4
16~C 5
modifications or changes to such additions, extensions and
improvements as the Issuer deems appropriate.
"'1'asabl. Bonda" shall mean any Bond which states, in the body
thereof, that the interest income thereon is includible in the
gross income of the Holder thereof for federal income taxation
purposes or that such Bond is subject to federal income taxation.
..CTION 3. ~tr'l'BORITY FOR '1'1IIB IUPPLEKJOrrAL RZSOLtrrION.
This Supplemental ReSOlution is enacted pursuant to the provisions
of the Act.
..CTIOM ... I).SCRIPTION OJ' !'BE IDIZS 1"1 IONDS. The
Issuer has heretofore determined to issue a Series of Bonds in the
aggregate principal amount of $55,225,000, to be known as the
.collier County Water-Sewer District Water and Sewer Revenue Bonds,
Series 1991," for the principal purposes of funding the Costs of
the series 1991 Project and refunding the Refunded Obligations.
The Series 1991 Bonds shall be dated as of November 1, 1991, shall
be issued in the form of fully registered Bonds in the denomination
of $5,000 or any integral multiple thereof, shall be numbered
consecutively from one upward in order of maturity preceded by the
letter "R", shall bear interest from November 1, 1991, payable
semi-annually, on January 1 and July 1 of each year (the "Interest
Dates"), commencing on January 1, 1992, at such rates and maturing
in such amounts on July 1 of such years as set forth on Schedule
1 attached hereto.
Interest on the 'Series 1991 Bonds shall be payable by check
or draft of First Union National Bank of Florida, Jac~sonville,
Florida, as Registrar and Paying Agent, made payable to and mailed
to the Holder in whose name such Bond shall be registered at the
close of business on the date which shall be the fifteenth day
(whether or not a business day) of the calendar month next
preceding the Interest Date, or at the request and expense of such
Holder, by bank wire transfer to the account of such Holder.
'2C'1'ION 5. REDEMPTION PROVISIONS. The Series 1991 Bonds
maturing on or after July 1, 2000 may be redeemed prior to their
respective maturities, at the option of the Issuer, from any moneys
legally available therefor, upon notice as provided in the
Resolution, in whole at any time on or after July 1, 1999 Dr in
part, by lot within a maturity and in such selection of maturities
as the J:ssuer shall deem appropriate, on July 1, 1999' or any
Interest Date thereafter, at the Redemption Prices (expressed as
percentages of. principal amount of the Series 1991 Bonds to be
5
16C 5
redeemed) together with accrued interest to the redemption date,
as follows:
Redemption Period
(Beth Dates Inclusive}
Redemption
Pr~ce
July 1, 1999 through June 30, 2000
July 1, 2000 through June 30, 2001
July 1, 2001 and thereafter
102\
101
100
The Series 1991 Bonds maturing on July 1, 2011 will be subject
to mandatory redemption prior to maturity, by lot, by operation of
the Term Bonds Redemption Account, in such manner as the Registrar
]Day deem appropriate, at a Redemption Price equal to par plus
interest accrued to the redemption date, on July 1, 2007 and each
July 1 thereafter, in the following principal amounts in the years
specified:
InI:
Sinking Fund
Installment
2007
2008
2009
2010
2011*
$2,030,000
2,175,000
2,310,000
2,460,000
2,620,000
.Maturity
The Series 1991 Bonds maturing on July 1, 2021 will be subject
to mandatory redemption prior to maturity, by lot, by operation of
the Term Bonds Redemption Account, in such manner as the Registrar
may deem appropriate, at a Redemption Price equal to par plus
_ interest accrued to the redemption date, on July 1, 2012, and on
each July 1 thereafter, in the following principal amounts in the
years specified:
~
2012
2013
2014
2015
2016
2017.
2018
2019
2020
2021*
Sinking Fund
Installment
$2,795,000
2,980,000
3,170,000
3,370,000
3,590,000
1,640,000
1,745,000
1,860,000
1,980,000
2,105,000
-Maturity
6
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8BCTION I. BOOK-ENTRY . Notwithstanding the provisions set
forth in section 2.08 .of the Resolution, the -Series 1991 Bonds
shall be initially issued in the form of a separate single
certificated fully registered Series 1991 Bond for each of the
aaturities of the Series 1991 Bonds. Upon initial issuance, the
ownership of each such Series 1991 Bond shall be registered in the
registration books kept by the Registrar in the name of Cede.. Co.,
as nominee of The DepoSii tory Trust Company ("OTC"). Except as
provided in this section; all of the outstanding Series 1991 Bonds
shall be registered in the registration books kept by the Registrar
in the name of Cede. Co., as nominee of DTC. As long as the
Series 1991 Bonds shall be registered in the name of Cede.. Co.,
all payments of. interest on the Series 1991 Bonds shall be made by
the Paying Agent by check or draft or by wire transfer to Cede ..
Co.. as Holder of the Series 1991 Bonds.
With respect to Series 1991 Bonds registered in the
registration books kept by the Registrar in the name of Cede.. Co.,
as nominee of DTC, the Issuer, the Registrar and the Paying Agent.
_ shall have no responsibility or obligation to any participant in
the DTC book-entry program (a "Participant") or to any indirect
participant. Without limiting the immediately preceding sentence,
the Issuer, the Registrar and the Paying Agent shall have no
responsibility or obligation with respect to (A) the accuracy of
the records of OTC, Cede .. Co. or any Participant with respect to
any ownerShip interest on the Series 1991 Bonds, (B) the delivery
to any Participant or any other Person other than a Series 1991
. Bondholder, as shown in the registration books kept by the
Registrar, of any notice with respect to t~e Series 1991 Bonds,
including any notice of redemption, or (C) the payment to any
Participant or any other Person, other than a Series 1991
Bondholder, as shown in the registration books kept by the
- Registrar, of any amount with respect to principal of, redemption
premium, if any, or interest on the Series 1991 Bonds. The Issuer,
the Registrar and the Paying Agent may treat and consider the
Person in whose naDle each Bond is registered in the registration
books kept by the Registrar as the Holder and absolute owner of
such Series 1991 Bond for the purpose of payment of principal,
redemption premium, if any, and interest with respect to such
Series 1991 Bond, for the purpose of giving notices of redemption
and other matters with respect to such Series 1991 Bond, for the
purpose of registering transfers with respect to such Series 1991
Bond, and for all other purposes whatsoever. The Paying Agent
ahall pay all principal of, redemption premium, if any, and
interest on the Series 1991 Bonds only to or upon the order of the
respective Holders, as shown in the registration books kept by the
Registrar, or their respective attorneys duly authorized in
writing, as provided herein and all such payments shall be valid
and effective to fully satisfy and discharge the Issuer's
obligations. with respect to payment of principal, redeJnption
premium, if any, and interest on the Series 1991 Bonds to the
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extent of the sum or sums so paid. No Person other than a Holder,
as sbown in the registration books kept by the Registrar, shall
receive a certificated Series 1991 Bond evidencing the obligation
of the Issuer to make payments of principal, redemption premium,
if any, and interest pursuant to the provisions hereof. Upon
delivery by DTC to the Issuer of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede'
Co., and subject to the provisions herein with respect to transfers
during the fifteen (15) days next preceding an Interest Date or
.ailing of notice of redemption, the words "Cede , co." in the
Resolution shall refer to such new nominee of OTC; and upon receipt
of such notice, the Issuer shall pro~ptly deliver a copy of the
same to the Registrar and the Paying Agent.
Vpon (A) receipt by the Issuer of written notice from DTC (i)
to the effect that a continuation of the requirement that all of
the outstancUng Series 1991 Bonds be registered in the registration
books kept by the Registrar in the name of Cede' Co., as nominee
of DTC, is not in the best interest of the beneficial owners of the
Series 1991 Bonds or (ii) to the effect that OTC is unable or
unwilling to discharge its responsibilities and no substitute
depository willing to undertake the functions of DTC hereunder can
be found which is willing and able to undertake such functions upon
reasonable and customary terms, or (B) determination by the Issuer
that such book-entry only system is burdensome to the Issuer, the
Series 1991 Bonds shall no longer be restricted to being registered
in the registration books kept by the Registrar in the name of Cede
, Co.. as nominee of DTC, but may be registered in whatever name
or names Holders shall designate, in accordance with the provisions
. hereof. In such event, the Issuer shall issue and the Registrar
shall authenticate, transfer and exchange Series 1991 Bonds of like
principal amount and maturity, in denominations of $5,000 or any
integral multiple thereof to the Holders thereof. The foregoing
. notwithstanding, until such time as participation in the book-
entry only system is discontinued, the provisions set forth in the
Letter of Representation executed by the Issuer and the Registrar
and delivered to DTC in order to induce DTC to act as securities
depository for the Series 1991 Bonds shall apply to the payment of
principal of and interest on the Series 1991 Bonds.
.BeTION 7. APPLICA1'ION 01' sn:n:s 1"1 BOND PROCEEDS. The
proceeds derived from the sale of the Series 1991 Bonds shall be
applied by the Issuer simultaneously with the delivery thereof as
follows:
(1) An amount equal to the accrued interest, if any, shall
be deposited to the Interest Account and shall be used to pay
interest on the series 1991 Bonds due on January 1, 1992.
(2) An amount necessary to cause the amount on deposit in the
Re&erve Account to equal the Reserve Account Requirement shall be
deposited into the Reserve Account.
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(3) A sufficient amount of Series 1991 Bond proceeds,
together with other legally available moneys, shall be deposited
irrevocably in trust in the escrow deposit trust fund under the
terms and provisions of the Escrow Deposit Agreement and shall be
invested in Refunding Securities in the manner set forth in the
Escrow Deposit Aqreement, which investments shall mature at such
times and in such amounts as - shall be suff icient to pay the
principal of or Redemption Price, if applicable, and interest on
the Refunded Obligations as the same mature and become due and
payable or are redeemed prior to maturity.
(4) A sufficient amount of the Series 1991 Bond proceeds
.hall be applied to the paj'1llent of the premiums of any municipal
bond insurance policies applicable to the Series 1991 Bonds or
reserves established therefor and to the payment of costs and
expenses relating to the issuance of the Series 1991 Bonds, to the
extent such costs and expenses shall not be payable from moneys
deposited to the Construction Fund.
(5) The balance of the Series 1991 Bonds proceeds shall be
deposited into the Construction Fund and shall be used to pay the
-Costs of the Series 1991 Project.
8aCTION a. SALE OP '%'BE IERIES 1991 BONDS. The Series 1991
Bonds shall be sold to the Underwriters at the purchase price
indicated in the Purchase Contract, all the terms and conditions
- set forth in said Purchase Contract being hereby approved. The
o Chairman and Clerk are hereby authorized and directed to execute
said Purchase Contract and to deliver the same to the Underwrite~s.
SECTION I. PRELIHINARY OFFICIAL STATEMENT. The use and
distribution of the Preliminary Official Statement, dated
October 11, 1991, which is attached hereto as Exhibit C, by the
Underwriters for the purpose of offering the Series 1991 Bonds for
sale is hereby authorized and ratified.
SECTION 10. OFFICIAL STATEMENT. The Official Statement,
dated the date hereof, which shall be in substantially the form of
the Preliminary Official Statement, be and the same hereby is
approved with respect to the information therein contained. The
Chairman and the 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, modif ications, omissions and additions as may be
approved by the Chairman. Said Official Statement, including any
such changes, amendments, modifications, omissions and additions
as approved by the Chairman, and the information contained therein
are hereby authorized to beu.ed in connection with the sale of the
Series 1991 Bonds to the public. Execution by the Chairman of the
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Of~iclal statement shBll be deemed to be conclusive evidence of
approval of such changes.
. 81C'1'ION 11. AOTBOJlIZATION TO .XECOTE ESCROW DEPOSIT
AQRIEKZN'1'. The Issuer hereby authorizes and directs the ChBirman
and Clerk to execute the escrow deposit agreement (the "Escrow
Deposit Agreement") and to deliver the Escrow Deposit Agreement to
First Union NBtional Bank of Florida, Jacksonville, Florida, WhiCh
is hereby appointed as escrow agent thereunder (the "Escrow
Agent"). All of the provisions of the Escrow Deposit Agreement
when executed and delivered by the Issuer as authorized herein and
wh'en 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 D with
such changes, amendments, modifications, omissions and additions,
including the date of such Escrow oeposit Agreement, as may be
approved by said Chairman and Clerk. Execution by the Chairman and
the Clerk of the Escrow Deposit Aqreement shall be deemed to be
conclusive evidence of approval of such changes. . The County
Administrator, Smith Barney, Harris Upham' Co. Incorporated, Bond
Counsel and the Escrow Agent are hereby authorized and directed to
execute and file all documents necessary to purchase or subscribe
to the Refunding Securities on behalf of the Issuer.
8ECTXON 12. 'J'JlANSFER or HONEYS '1'0 ESCROW DEPOSIT TROST
7UHD. Excess moneys in the Sinking Fund not required by the terms
of the Resolution to be on deposit therein shall be transferred to
the escrow deposit trust fund established pursuant to the Escrow
Deposit Agreement. .
8ZCTXON 13. APPOXNTHENT OP PAYING AGENT AND R.ZGISTRAR.
First Union National Bank of Florida, Jacksonville, Florida, is
hereby designated Registrar and Paying Agent for the Series 1991
Bonds. 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 13 and by the Resolution.
SECTION 14. INSURANCE. The Issuer hereby authorizes the
payment of the principal of and interest on the Series 1991 Bonds
~o be insured pursuant to a municipal bond insurance policy issued
by Financial Guaranty. The Chairman and the Clerk are hereby
authorized to execute such documents and instruments necessary to
cause Financial Guaranty to insure the Series 1991 Bonds.
SBCTION 15. ADDITION or IlD SECTION .5.20 2'0 JlBB OLtrr I ON .
The Resolution is hereby amended to include a new Section 5.20,
which shall read as follows: '
SECTION 5.20. FEDERAL INCOME TAX COVENANTS; TAXABLE BONOS.
(A) The Issuer covenants with the Holders of each Series of Bonds
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5
(other than Taxable Bonds), that it shall not use the proceeds of
such Series of Bonds in any manner which would cause the interest
on such series of Bonds to be or become subject to federal income
taxation.
(8) The Issuer covenants with the Holders of each Series of
Bonds (other than Taxable Bonds) that neither the Issuer nor any
Person under its control or direction will make any use of the
proceeds of such Series of Bonds (or amounts deemed to be proceeds
under the 1986 Code) in any manner which would cause such series
of Bonds to be "arbitrage bondsM within the meaning of the 1986
COde and neither the Issuer nor any other Person shall do any act
or fail to do any act which would cause the interest on such Series
of Bonds to become subject to tederal income taxation.
(e) The Issuer hereby covenants with the Holders of each
Series of Bonds (other than Taxable Bonds) that it will comply with
all provisions of the 1986 Code necessary to maintain the exclusion
of interest on the Bonds from gross income for purposes of federal
,income taxation, including I in particular, the payment of any
amount required to be rebated to the o.s. Treasury pursuant to the
1986 Code.
(D) The Issuer may, if it so elects, issue one or more Series
of Taxable Bonds the interest on which is (or may be) includible
in the gross income of the Holder thereof for federal income
taxation purposes, so long as each Bond of such Series states in
the body thereof that interest payable thereon is (or may be)
subject to federal income taxation and provided that the issuance
thereof will not cause the interest on any other Bonds theretofQre
issued hereunder to be or become subject to federal income
taxation. The covenants set forth in paragraphs (A), (B) and (C)
above shall not apply to any Taxable Bonds.
8ZCTION 16. ADDITION 07 NO SECTION 5.21 TO RESOLUTION.
The Resolution is hereby a~ended to include a new Section 5.21,
which shall read as follows:
SECTION S.21. REBATE FUND. The Issuer covenants and agrees
to establish with a bank or trust company in the State, which is
eliqible under the laws of the state to receive county funds, a
fund to be known as the "Water and Sewer System Rebate Fund" (the
-Rebate Fund"). Amounts on deposit in the Rebate Fund ahall be
held in trust by the Issuer and used solely to make required
rebates to the United States (except to the extent that same may
be transferred to the Issuer) and the Bondholders shall have no
right to have the same applied for debt service on the Bonds. For
any Series of Bonds for which the rebate requirements of Section
148 ef) of the ~986 Code are applicable, the Issuer aqrees to
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undertake all actions required of it in its arbitrage certificate
related to such Series of Bonds, including, but not linited to:
(A) making a determination in accordance with the 1986 Code
of the amount required to be deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into
the Rebate Fundi
(C) paying on the dates and in the manner required by the
1986 Code to the United States Treasury from the Rebate Fund and
any other legally available moneys of the Issuer such amounts as
shall be required by the 1986 .Code to be rebated to the United
States Treasury; and
CD) keeping such records of the determination made pursuant
~o this section as ahall be required by the 1986 Code, as well as
evidence of the fair market value of any investments purchased with
the proceeds of the Bonds.
The provisions of the above-described arbitrage certificate
may be amended from time to time as shall be necessary, in the
opinion of nationally recognized bond counsel, to comply with the
provisions of the 1986 Code.
'~CTION 17. AlaNDKEH'l' TO SECTION 4.05(B) (4) OJ'RESOLUTION.
The third paragraph of .Section 4.05 (B) (4) of the Resolution is
hereby deleted and the following paragraphs are hereby added to
such Section in lieu of the third paragraph:
Notwi thstanding the foregoing provisions, in lieu of the
required deposits into the Reserve Account, the Issuer may cause
to be deposited into the Reserve Account a Reserve Account
Insurance Policy and/or Reserve Account Letter of Credit for the
benefit of the Bondholders in an amount equal to the difference
between the Reserve Account Requirement applicable thereto and the
sums then on deposit in the Reserve Account, if any. Such Reserve
Account Insurance Policy and/or Reserve Account Letter of Credit
shall be payable to the Paying Agent (upon the giving of notice as
required thereunder) on any principal payment date or Interest Date
on which a deficiency exists which cannot be cured by moneys in any
other fund or account held pursu&nt to this Resolution and
available for such purpose. A Reserve Account Insurance Policy
issued to the Paying Agent, as agent of the Bondholders, by a
company licensed to issue an insurance policy quaranteeing the
timely payment of debt service on the Bonds (a "municipal bond
insurer") JDay be deposited in the Reserve Account to meet the
Reserve.Account Requirement if the claims-paying ability of the
issuer thereof shall be rated at least "AAA" by Standard' Poor's
corporation and at least "Aaa" by Moody'S Investors Service. A
Reserve Account Insurance Policy i~sued .to the Paying Agent, as
agent of the Bondholders, by an ent~ty other than a municipal bond
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insurer, .ay be deposited in the Reserve Account to meet the
Reserve Account Requirement if the form and substance of such
Reserve Account Insurance Policy and the issuer thereof shall be
approved by Financial Guaranty.
A Reserve Account Letter of Credit issued to the paying Agent,
.s agent of t.he Bondholders, by a bank may be deposit.ed in the
Reserve Account to Beet the Reserve Account Requirement if the
issuer t.hereof is rated at least "M" by standard " Poor IS
corporation and "Aa" by Moody's Investors Service. The Letter of
credit ahall be payable in one or Dore draws upon presentation by
~e beneficiary of a sight draft accompanied by its certificate
that it. then holds insufficient funds to Dake a required payment
o~ principal or interest on the Bonds. The draws shall be payable
w~thin two days of presentation of the sight draft. The Reserve
Account Let.ter of Credit shall be for: a term of not less than three
years and shall be subject to an ".vergreening" feature ao as to
provide the Issuer with at least 30 months notice of termination.
'.t"he issuer of the Reserve Account Letter of Credit shall be
required to notify the Issuer and the Paying Agent, not later than
30 .onths prior to the stated expiration date of the Reserve
Account Letter of credit, as to whether such expiration date shall
_be extended, and if so, shall indicate the new expiration date.
I~ such notice indicates that the expiration date shall not be
extended, the Issuer shall deposit in the Reserve Account an amount
sufficient to cause the cash or Authorized Investments on deposit
in the Reserve Account, together with any other Reserve Account
Insurance Policies and Reserve Account Letters of Credit, to equal
the Reserve Account Requirement on all outstanding Bonds, such
deposit to be paid in equal installments on at least a semiann~al
basis over the remaining term of the Reserve Account Letter of
credit, unless the Reserve Account Letter of Credit is replaced by
a Reserve Account Insurance Policy and/or Reserve Account Letter
of Credit meeting the requirements of this Section 4.05(8) (4). The
Reserve Account Letter of Credit shall permit a draw 1n full prior
to the expiration or termination of such Reserve Account Letter of
credit if the Reserve Account Letter of credit has not been
replaced or renewed. The Paying Agent shall draw upon the Reserve
Account Letter of Credit prior to its expiration or termination
unless an acceptable replaceDent is in place or the Reserve Account
is ~ully ~unded in ~s required amount.
The use of any Reserve Account Insurance Policy Dr Reserve
Account Letter of Credit pursuant to this Section 4.05(B)(4) shall
be subject to receipt of an opinion of counsel acceptable to
Financial Guaranty in form and substance satisfactory to Financial
Guaranty as to the due authorization, execution, delivery and
enforcea.bility of such instrument in accordance with its terms,
subject to applicable laws affecting creditors' rights generally,
and, in the event the issuer of such Reserve Account Insurance
Policy or Reserve Account Letter of Cr.edi t is not a dOJllestic
enti ty, an opinion of foreign counsel in form' and substance
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satisfactory to Financial Guaranty. In addition, the use of a
Reserve Account Letter of Credit shall be subject to receipt of an
opinion of counsel acceptable to Financial Guaranty in form and
substance satisfactory to Financial Guaranty to the effect that
payments under such Reserve Account Letter of Credit would not
constitute avoidable preferences under Section 547 of the United
states Bankruptcy Code or similar s~ate laws with avoidable
preference provisions in the event of the filing of a petition for
relief under the United States Bankruptcy Code or .i~ilar state
laws by or against the issuer of the Bonds (or any other account
party under the Reserve Account Letter of credit).
The obligation to reimburse the issuer of a Reserve Account
Xnsurance Policy or Reserve Account Letter of credit for any fees
or expenses or claims or draws upon such Reserve Account Insurance
pOlicy or Reserve Account Letter of Credit shall be subordinate to
the payment of debt service on the Bonds. The right of the issuer
of a Reserve Account Insurance Policy or Reserve Account Letter of
credit to payment or reimbursement of its fees and expenses shall
be subordinated to cash replenishment of the Reserve Account, and,
subject to the second succeeding sentence of this paragraph, its
right to reimbursement for claims or draws shall be on a parity
vith the cash replenishment of the Reserve Account. Each Reserve
~ccount Insurance Policy and Reserve Account Letter of Credit shall
provide for a revolving feature under which the amount available
thereunder will be reinstated to the extent of any reimbursement
of draws or claims paid. If the revolving feature is suspended or
terminated for any reason, the right of the issuer of the Reserve
Account Insurance Policy or Reserve Account Letter of Credit to
reimbursement will be further subordinated to cash replenishment
of the Reserve Account to an anount equal to the difference between
the full original amount available under the Reserve Account
Insurance Policy or Reserve Account Letter of Credft and the amount
then available for further draws or claims. In the event (a) the
issuer of a Reserve Account Insurance Policy or Reserve Account
Letter of Credit becomes insolvent, or (b) the issuer of a Reserve
Account Insurance Policy or Reserve Account Letter of Credit
defaults in its payment obligations thereunder, or (c) the claims-
paying ability of the issuer of the Reserve Account Insurance
policy falls below "AAA" by Standard' Poor's Corporation or "Aaa"
by Koody's Investors Service, or Cd) the rating of the issuer of
Reserve. Account Letter of Credit falls below ".\A" by Standard'
Poor's Corporation or "Aan by Moody'S Investors Service, the
obligation to reimburse the issuer of such Reserve Account
Insurance Policy or Reserve Account Letter of Credit shall be
subordinate to the cash replenishment of the Reserve Account.
In the event (a) the revolving reinstatement feature described
in the preceding paragraph is suspended or terminated, Dr (b) the
rating of the claims-paying ability of the issuer of the Reserve
Account Insurance Policy falls below "~n by Standard , Poor's
corporation or "Aaa" by Moody's Investors Service, or (c) the
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rating of the issuer of the Reserve Account Letter of Credit taIls
below "A.A" by Standard' Poor's Corporation or "Aa" by Moody's
Investors Service, the Issuer shall either (i) deposit into the
Reserve Account an amount sufficient to cause the cash or
Authorized Investments on deposit in the Reserve Account to equal
the Reserve Account Requirement on all Outstanding Bonds, such
amount to be paid over the ensuing five years in equal installments
deposited at least semiannually or (ii) replace such Reserve
Account Insurance Policy or Reserve Account Insurance Letter of
credit with a Reserve Account Insurance Policy or Reserve Account
Letter of credit meeting the requirements provided herein within
six .onths of such occurrence. In the event (a) the rating of the
claims-paying ability of the. issuer of the Reserve Account
Insurance policy falls below "A", or (b) the rating of the issuer
of the Reserve Account Letter of credit falls below "A", or (c) the
i.suer of the Reserve Account Insurance Policy or Reserve Account
Letter of credit defaults in its payment obligations hereunder, or
(d) the issuer ot the Reserve Account Insurance Policy or Reserve
Account Letter of credit becomes insolvent, the Issuer shall either
(i) deposit into the Reserve Account an amount sufficient to cause
the cash or Authorized Investments on deposit in the Reserve
Account to equal the Reserve Account Requirement on all outstanding
. Bonds, such amount to be paid over the ensuing year in equal
installments on at least a monthly basis, or (ii) replace such
instrument with a Reserve Account Insurance Policy or Reserve
Account Letter of Credit meeting the requirements provided herein
within six Donths of such occurrence. The amount available for
draws or claims under the Reserve Account Insurance Policy or
Reserve Account Letter of Credit may be reduced by the amount of
cash or Authorized Investments deposited in the Reserve Accoun~.
Cash on deposit in the Reserve Account shall be used (or
investments purchased with such cash shall be liquidated and the
proceeds applied as required) prior to any drawing on any Reserve
Account Insurance policy or Reserve Account Letter of Credit. If
and ~o the extent that more than one Reserve Account Insurance
Policy. or Reserve Account Letter of Credit is deposited in the
Reserve Account, drawings thereunder and repayments of costs
associated therewith shall be made on a pro rata basis, calculated
by reference to the maximum amounts available thereunder.
If a disbursement is Dade from a Reserve Account Insurance
Policy and/or Reserve Account Letter of Credit provided pursuant
to this Section 4.0S(B)(4), the Issuer shall reinstate the maximum
limits of such Reserve Account Insurance Policy and/or Reserve
Account Letter of credit immediately fOllowing such disbursement
t'rom JDoneys in the Reserve Account by depositing funds in each
.ontb in an amount equal to not less than one-twelfth (1/12) of the
amount necessary to restore the Reserve Account Insurance Policy
and/or Reserve Account Letter of Credit to its maximum limits in
one (1) year from the date of the dra~downs, together with interest
thereon to the date of reimbursement at the rate set forth in such
lS
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Reserve Account Insurance Policy or such Reserve Account Letter of
credit, but in no.case greater than the maximum rate of interest
- permitted by law.
It fifteen (15) days prior to an interest payment or
redemption date, the Issuer shall determine that a deficiency
exists in the aDount of moneys available to pay in accordance with
t.he terms hereof interest and/or principal Clue on the Bonds on such
date, the Issuer shall immediately notify (A) the issuer of the
applicable Reserve Account Insurance POlicy and/or the issuer of
the Reserve Account Letter of Credit, (B) the Insurer, if any, of
the amount of such Cleficiency and the date on which such payment
is due, and (C) the Paying Agent- or Paying Agents for the Bonds for
which there is a deficiency, and shall take all action to cause
auch issuer or Insurer to provide Doneys aufficient to pay all
amounts due on such interest payment date.
The Issuer may evidence its obligation to reimburse the issuer
of any Reserve Account Letter of Credit or Reserve Account
Insurance Policy by executing and delivering to such issuer a
promissory note therefor, provided, however, any such note shall
be payable solely from the Pledged Funds in the manner provided
herein.
If the Issuer chooses to deposit a Reserve Account Insurance
policy and/or Reserve Account Letter of Credit into the Reserve
Account, any a~ounts owed by the Issuer to the issuer of such
Reserve Account Insurance Policy or Reserve Account Letter of
credit as a result of a draw thereon or a claim thereunder, as
appropriate, shall be included in any calculation of Annual Debt
Service required to be made pursuant to the provisions hereof,
including, without limitation, Sections 5.04 and 6.02 hereof.
8ECTION 18. PROVISIONS RELATING TO BOND INSURANCE POLICY.
The following provisions relating to the Bond Insurance Policy
issued by Financial Guaranty shall apply to the Series 1991 Bonds
so long as the Bond Insurance Policy is in full force and effect
and any series 1991 Bonds shall remain outstanding:
(A) ~nformation: Financial Guaranty ahall be provided with
the following information: (i) the Annual Budget for each year and
the Annual Audit, preferably within 120 days after the end of the
Fiscal Year; (ii) the official statement, if any, prepared in
connection with the issuance of Additional Bonds or Subordinated
Indebtedness, within 30 days ot the aale of such obligations; (iii)
notice of any draw upon or deficiency due to market fluctuation in
the amount. if any, on deposit in the Reserve Account; (iv) notice
of the redemption~ other than mandatory.sinking fund redemption,
of any of the Ser1es 1991 Sonds, includ1ng the principal amount,
maturities and CVSIP numbers thereof; and (v) simUltaneously with
the delivery of the Annual Audit: (A) the number of System users
as of the end of the Fiscal Year, (B) notification of the
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withdrawal of any system user comprising 4' or more of System sales
.easured in terms of revenue dollars since the last reporting date,
and (C) any significant plant retirements or expansions planned or
undertaken since the last reporting date.
(B) Additional Bonds. Notwithstanding satisfaction of other
conditions to the issuance of Additional Bonds contained in the
Resolution, no such issuance may occur (other than refunding Bonds
which produce debt service savings for the Issuer) should any Event
o~ Default have occurred and be continuing without the prior
written consent of Financial Guaranty.
(e) Notice of Redemption. . Notice of any redemption of Series
1991 Bonds, other than mandatory sinking fund redemption and
excepting any notice that refers to Series 1991 Bonds that are the
subject of an advance refunding, shall.tate that such notice is
conditional, i.e., that such redemption will occur only if
sufficient funds are deposited with the Paying Agent on the
applicable redemption date to pay the redemption price of the
Series 1991 Bonds to be redeemed, otherwise, such notice shall be
deemed rescinded.
(D) Construction Fu1"~ -Moneys. The Issuer shall, to the
extent there are no other available funds held under the
Resolution, use the remaining funds in the account ot the
Construction Fund establi;hed from proceeds of the Series 1991
Bonds to pay principal and interest on the Series 1991 Bonds to the
Bondholders in the event of a payment default.
(E) PaV1J\ent t>efaul ts. In determining whether a payment
default on the Series 1991 Bonds has occurred, no effect shall 'be
given to payments made under the Bond Insurance Policy. Financial
Guaranty shall receive immediate notice of any payment default on
the Series 1991 Bonds.
(F) Paying Aaent. Any successor Paying Agent or co-paying
agent must have combined capital, surplus and undivided profits of
at least $50 million, unless Financial Guaranty shall otherwise
approve. No resignation or removal of the Paying Agent shall
become effective until a successor has been appointed and has
accepted the duties of Paying Agent. Neither any trustee appointed
pursuant to the terms of the Resolution or Paying Agent shall take
the Bond Insurance Policy into account in determining whether the
rights of Bondholders are adversely affected by actions taken
pursuant to the terms and provisions of the Resolution.
(G) Covenants of Resolution. The special covenants of the
Resolut~on which confer rights on an Insurer shall extend to and
benefit Financial Guaranty as issuer of the Bond Insurance Policy
for the Series 1991 Bonds and no .odification of any of such
provisions or of any such covenants made for the benefit of an
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Insurer shall be Bade without the prior written consent of
Financial Guaranty.
(8) ~dvance Refundina. In the event of an advance refunding
of the Series 1991 Bonds, the Issuer shall cause to be delivered
a verification report of an independent nationally recognized
certified public accountant relating to the sufficiency of cash
and/or Refunding Securities to pay the principal of, redemption
premiua, if any, and interest on the refunded Series 1991 Bonds,
as the same become due or are redeemed.
(1) ,aVDlents from Bond Insurance Policy. (i) If, on the
first day preceding any Interest Date tor the Series 1991 Bonds
there i& not on deposit with the paying Agent sufficient moneys
available to pay all principal of and interest on the Series 1991
Bonds due on such Date, the Paying Agent .hall immediately notify
Financial Guaranty and Citibank, N.A., New York, New York or its
.ucce.sor as its Fiscal Agent (the "Fiscal Agent") of the amount
of such deficiency. If, by said interest payment date, the Issuer
has not provided the amount of such deficiency, the Paying Agent
shall simultaneously make available to Financial Guaranty and to
the Fiscal Agent the registration books for the Series 1991 Bonds
maintained by the Paying Agent. In addition:
ee) The Paying Agent shall provide Financial Guaranty
with a list of the Bondholders entitled to receive principal
or interest payments from Financial Guaranty under the terms
of the Bond Insurance Policy and shall make arrangements for
Financial Guaranty and its Fiscal Agent (1) to mail checks or
drafts to Bondholders entitled to receive full or partial
interest payments from Financial Guaranty and (2) to pay
principal of the Series 1991 Bonds surrendered to the Fiscal
Agent by the Bondholders entitled to receive full or partial
principal payments from Financial Guaranty; and
. (b) The Paying Agent shall, at the time it makes the
registration books available to Financial Guaranty pursuant
to (a> above, notify Bondholders entitled to receive the
payment of principal of or interest on the Series 1991 Bonds
from Financial Guaranty (1) a. to the fact of such
entitlement, (2) that Financial Guaranty will remit to them
all or part or the interest payments coming due, (3) that,
except as provided in paraqraph (11) below, 1n the event that
any Bondholder is entitled to receive full payment of
principal from Financial Guaranty, .uch Bondholder must tender
bis Series 1991 Bond with the instrument of transfer in the
form provided on the Series 1991 Bond executed in the name of
Financial Guaranty, and (4) that, except as provided in
paragraph (ii) below, in the event that such Bondholder is
entitled to receive partial payment of principal from
Financial Guaranty, such Bondholder. must tender his Series
1991 Bond for payment first to the Paying Agent, which shall
note on such Series 1991 Bond the portion of principal paid
18
16C 5
by the Paying Agent, and then, with the form of transfer
executed in the name of Financial Guaranty, to the Fiscal
Agent, which will ~en pay the unpaid portion of principal to
. the Bondholder.
(ii) In the event that the Paying Agent has notice that any
payment of principal of or interest on a Series 1991 Bond has been
recovered from a Bondholder pursuant to the United states
Bankruptcy Code by a trustee in bankruptcy in accordance with the
rinal nonappealable order of a court having competent jurisdiction,
the Paying Agent Ihall, at the time it provides notice to Financial
Guaranty, notify all Series 1991 Bondholders that in the event that
any Bondholder's payment is so recovered, such Bondholder vill be
entitled to payment from Financial Guaranty to the extent of such
recovery, and Paying Agent shall furnish to Financial Guaranty its
reeords evidencing the payments of principal of and interest on the
Series 1991 Bonds which have been JDade by .the Paying Agent. and
subsequently recovered from Bondholders, and the dates on which
auch payments were made.
(iil) Financial Guaranty shall, to the extent it makes payment
of principal of or interest on the Series 1991 Bonds, become
subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Pol icy and, to
evidence such subrogation, Ca) in the case of subrogation as to
claims for past due interest, the Paying Agent shall note Financial
Guaranty's rights as subrogee on the registration bOOKS maintained
by the Paying Agent upon receipt from Financial Guaranty of proof
of the payment of interest thereon to the Bondholders of such
Series 1991 Bonds and (b) in the case of subrogation as to claims
for past due principal, the paying Agent shall note Financial
Guaranty's rights as subrogee on the registration books for the
Series 1991 Bonds maintained by the Paying Agent upon receipt of
proof of the payment of principal thereof to the Bondholders of
such Series 1991 Bonds. Notwithstanding anything in the Resolution
to the contrary, the Paying Agent shall make payment of such past
due interest and past due principal directly to Financial Guaranty
to the extent that Financial Guaranty is a subrogee with respect
thereto.
(3) Notices. The notice addresses for Financial Guaranty
and the Fiscal Agent shall be included:
Financial Guaranty Insurance Company
175 Water street
.-New York, Hew York 10038
Attention: General Counsel
citibanlt, N.A.
20 Exchange Place, 16th Floor
New York, New York 10005
Attention: Municipal Trust and Agency
Services Administration
19
16C
1::
...I
..CTION 1'. GENERAL AO'1'BOR.ITY. The members of the
Governing Body of the Issuer, 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, the Official statement or the Purchase
Contract or desirable or consistent with the requirements hereof
or the Resolution, the Official Statement or the Purchase Contract
~or the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Series 1991
Bond., the Resolution, the Official statement and the Purchase
Contract and each _ember, employee, attorney and officer of the
Xssuer and the Clerk 1s 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 h.reunder. The Chairman
and/or the Clerk are hereby authorized to execute such security
purchase forms or agreements as shall be necessary to effect the
transactions contemplated hereby.
..CTION 20. 8EVERABILITY AND INVALID PR.OVISIONS. 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 held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separable
from the remaining covenants, agreements or provisions and shall
in no way affect the validity of any of the other provisions hereof
or of the Series 1991 Bonds.
8ECTION 21. RESOLOTION TO CONTINOE IN PORCE. Except as
herein expressly provided, the Resolution and all the terms and
provisions thereof are and shall remain in full force and effect.
20
16C 5
..CTION 22. .~~2CTIVE DATE. This supplemental Resolution
shall become effective immediately upon its adoption.
DULY ADOPTZD, in Regular Session this 22nd day of October,
1991.
COLLIER COOHTY WATER-SEWER DISTRICT
( s~)a".(:..~".,.
~....,. ..) ...r;.I./~ ". .
.......... ... ......... ,-_.liI "" ..;....
. ',... .... ..... ~~..::..
_- -':. .. ... 7'" .. ". -
.~ .~_.. ~ . .:'~~'~:.
- .'... . ... -,..
::. ~~: - \ ; .~-:
-:.... .'......,;
-.-,.... .....':"'1.
~ r -. . H' .,.:.
, I..J- ... ..' ~, -...-
~ ~..:, ". ." .. .,,;' ~~
~. -I. ...... . \\' -::\..'
':'" J 'r't'" 1 ~ . ~
'1.-, ..... '.~'
ATT~,un~~lo'_'
By:
J1r~~~
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
C~
Clerk, Board of County commissioners
of Collier County, Florida, as Ex-
Officio Clerk of the Governing Board
of the Collier County Water-Sewer
District
APPROVED AS TO FORM
. AND LEGAL SUFFICIENCY:
.rt:.~J.{ 4 ~ ~
District Attorne
! .t,mes C GIla. C!en 0' ec.."U in encS tor Collier County. do
"',,'eb,. ;tr: '')0 tr:.l tn. !!!x'I--e ;nsr",rr'lIn' ;$ . true Ind (!Ot~ea coP)'
:I\I! ::;';('0.' which 11 0'1 ft'" ir nl' cHiC, ill the ,~ourttio.u, in
Net-let. G.:llhl!f' County, 'IO"<'l!l ,.... .~. ... '. ..' '. "'"
..,~nen undef my hanc anC: se.sl !lt/~"tIl ~...,. of ...... ~ ""-.
/.L~ 19fLL :'
~ . . . -
~m~
. ~ ". ....... ~~.
'... ( . ~.. . .
.... -.. ~..I" .. ('.. ..
.., ...,/ ............
.'.,_.. J"_;, ._ \.".
t,_,..". .w, ,.,.~...'
21
16c 5
8CHEDULE 1
~ZRXB or 8ERIBS 1"1 BOKOS
Year Principal Interest
{Julv 1\ Amount Rate Price
1992 S 170,000 4.40' 100 ,
1993 74S,000 4.65 100
1994 785,000 4.90 100
1995 850,000 5.10 100
1996 965,000 5.30 100
1997 1,140,000 5.45 100
1998 1,200,000 5.60 100
1999 1,275,000 5.75 100
2000 1,340,000 5.85 100
2001 1,420,000 5.95 100
2002 1,505,000 6.05 100
2003 1,595,000 6.15 100
2004 1,695,000 6.25 100
2005 1,800,000 6.30 100
2006 1,910,000 6.35 100
2011 11,595,000 6.50 98.896
2021 25,235,000 6.50 98.057
16C 5
aDIBIT A
O.SCRIPTIOH or eBRIB. 1111 PROJECT
'1'he series 1991 Project primarily consists of installing a
aeri.. of aewer master pump stations and force mains, engineering
design of an expansion to the South County Regional Wastevater
Treatment Facility, and construction of a new 12.0 MGO North County
Regional Water Treatment Plant and associated deep injection well
and raw vater transmission main.
16C 5
RESOLUTION NO CWS-298
RESOLUTION AMENDING IN CERTAIN RESPECTS
RESOLUTION NO. CWS-85-13 OF THE COLLIER
COUNTY WATER-SEWER DISTRICT, AS AMENDED
AND SUPPLEMENTED, WHICH RESOLUTION CWS-85-
13 RELATES TO THE ISSUANCE OF COLUER COUNTY
WATER-SEWER DISTRICT WATER AND SEWER
REVENUE BONDS; AND PROVIDING AN EFFECTIVE
DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, ACTINC AS THE EX-OFFICIO GOVERNING
BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT:
SECTION 1.
FINDINGS. It is hereby found and detennined 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 and supplemented (collectively, the "Bond Resolution"), for the
purposes described therein.
(B) Pursuant to the Bond Resolution, the Issuer has issued several series of
Bonds, certain of which remain outstanding under the Bond Resolution.
(C) The Issuer deems it necessary and desirable to amend the Bond Resolution
in .certain respects.
SECTION 2. DEFINITIONS. Except as otherwise provided herein,
capitalized terms used herein shall have the meanings ascribed thereto in the Bond
Resolution, except when the context thereof would clearly indicate otherwise.
SECTION 3. AMENDI\'lENTS TO THE BOND RESOLUTION. (A) the
de finition of "Gross Revenues" set forth in Section 1.0 I of the Bond Resolution is hereby
amended in its entirety to read as foIlO\\ls:
"Gross Revenues" shall mean all income and moneys received by
the Issuer from the rates, fees, rentals, charges and other income to be made
and collected by the Issuer for the use of the products, services and
facilities to be provided by the System, or otherwise received by the Issuer
16C 5
or accruing to the Issuer in the management and operation of the System,
calculated in accordance with generally accepted accounting methods
employed in the operation of public utility systems similar to the System,
including, without limiting the generality of the foregoing, Connection
Fees, AFPI and all earnings and income derived from the investment of
moneys under the provisions of this Resolution which are transferred to the
Revenue Fund or Interest Account as herein provided. "Gross Revenues"
shall not include (1) any Government Grants, (2) System Development
Fees, and (3) Special Assessments.
(B) Section 1.01 of the Bond Resolution IS hereby amended to add the
following definition:
"AFPI" shall mean Allowance for Funds Prudently Invested fees, to
the extent lawfully levied by the Issuer.
(C) Section 4.05 of the Bond Resolution IS hereby amended to add a new
paragraph (E) to read as follows:
(E) AFPI shall be deposited, as received, in a separate account of
the Revenue Fund maintained by the Issuer. AFPI shall be utilized by the
Issuer for lawful purposes related to the System including, but not limited
to) acquisition and construction of improvements and additions to the
System which provide capacity to new users and payment of debt service
on obligations related thereto.
SECTION 4. BOND RESOLUTION TO CONTINUE IN FORCE.
Except as herein expressly provided, the Bond Resolution and all the terms and
provisions thereof are and shall remain in full force and effect. The provisions of this
resolution shall supersede the provisions of the Bond Resolution to the extent of any
contlict therewith.
SECTION S. EFFECTIVE DATE. This resolution shall become effective
immediately upon its adoption.
2
16C 5
nUL Y ADOPTED, in Regular Session this 14th day of November, 2006.
(SEAL)
ATTEST:
erk; BQard. 0 ou . Commissioners
of CollietCounty, Florida, as Ex-Officio
.~ .
Clerk::of the Gov'eming Board of the
~. .-
Collier'County Wat~~-Sewer District
" i.J. . " J, ,i.v '~I>.il i r~A ,
~_ '.... '". Al'~. ... p-
APpoo~mi;~,,\j FORM
AND LEGAL SUFFICIENCY:
4~~
District Attorn
COLLIER COUNTY WATER-SEWER
D ISTRI CT
~~"".....""""...
By: ~ - ~~:.-/ . ','.\:.,
Chainnan, Board of County Commissioners
- ,. . . I ,.
of Collier County, Florid~,~!ls the Ex-Officio ;;
Chainnan of the Gove~.iri~ Board of the ./
Collier County Water-Sewer. Di~trict ...:/';'
,,//, .. I
. /): J . \ \' 'f.""
. Ij I ,I:: : I ~ n ~ \ '
3
16C 5
CONSENT OF FINANCIAL GUARANTY INStJRANCE CORPORATION
The undersigned, on behalf of Financial Guaranty Insurance Corporation, the
Bond Insurer for a portion of the bonds outstanding under Resolution No. CWS-85-13
(the "Bond Resolution"), hereby consents, pursuant to Sections 8.02 and 8.03 of the Bond
Resolution, to the amendments to the Bond Resolution as described in the Resolution to
which this Consent is attached.
FINANCIAL GUARANTY INSURANCE
CORPORATION
By 0:%
Name: Timothy Tattam
Title: Authorized Representative
loC ""S
CONSENt OF BOND INSURER
'With Respect To
Certain }\mend.roems to. Bond Reso.lutian
Financial Security Assurance Inc. ("FSA") is the bond insurer of $47,350,000 ariginal
aggregate principal amount of Collier County Water-Sewer District, Flarida Water and Sewer
Refunding Revenue Bands, Series 2003A and Series 200JB, issued pursuant to. Resalutian CWS-
85-5, as amended and restated by Resalution CWS-85-13, duly adopted by the Collier County
Water. Sewer District, Florida (the "District") o.n December 26, 1985, as amended and
supplemented, including as supplemented by Resalution No. CWS-2003-0l, adopted an June 10,
2003 (collectively, the "Band Resolution"). The District has requested FSA to consent to. certain
amendments to the Band Resalutian, as set farth in the draft af the amending Resalution
attached hereto as Exhibit A (the" Amending Resalution").
Pursuant to. the foregaing request, and pursuant to. Sectian 16(F) of Resalutian CW'S-2003-
01, FSA hereby cansents to. the amendments to. the Bond Resolutian as described in the Amending
Resalutian an;u;hed hereto. as Exhibit A
By gr.lI1ting this Consent, FSA expresses no. opinion as to. whether the cansent of any ather
persan is required far the amendments to the Bond Resolutian co.ntained in the Amending
Resalutian.
Dated this 15th day af November, 2006.
FINANCIAL SECURITY ASSURANCE INC.
By:
r;2~~1JvU.:.e~c---~
" -.....-
16C 5
RESOLUTION 2009-225/CWS RESOLUTION 2009-02
A RESOLUTION SUPPLEMENTING RESOLUTION NO.
CWS-85-13 IN CERTAIN RESPECTS, WHICH
RESOLUTION NO. CWS-85-l3, 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-l3 duly adopted on December 26,
1985, as amended and supplemented (collectively, the "Resolution"), for the purposes
described therein.
16C
1::.
J
(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 of the 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"), for 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) F or 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
16C 5
(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
16C 5
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 THIS 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-l." The
Series 2009 Bond shall bear interest from its dated date at a fixed interest rate of 2.97%
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 I and July I 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
16C 5
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 2.10 of the 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
loC 5
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
16C 5
action necessary and desirable to carry out the intent and purposes of this Supplemental
Resolution.
SECTION 13. MODIFICATION OR AMENDMENT OF THIS
SUPPLEMENT AL 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 INVALID 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
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions 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.
[Remainder of page intentionally left blank]
7
16C 5
DUL Y ADOPTED, in Regular Session this 29th day of September, 2009.
ATTEST:
DWIGHT E. BROCK, CLERK
BOARD OF COUNTY COMMISSIONBRS
COLLIER COUNTY, FLORIDA, AS THE EX-
OFFICIO CHAIRMAN OF THE GOVEIU,:UNG
BOARD OF THE COLLIER COUNTY W A TER-
SEWER DIST CT
If /
By: l (h'rr~ c_;tL,~..({,
DONNA"FIALA, CHAIRMAN
~.~k
~:.:, AM_ '~' ; Deputy Clerk
~ ""io'4'S~ It'to-~. ~ .
s 1 on;1 h',~;..."
Approved.a~ to form
and leg suf ci cy:
8
.L _.II ",._,,<~..
16C
5
,
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 $11,727,488.80 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
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.
16C 5
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$11,686,441.87 from the District from proceeds
of the Series 2009 Bond (the "Bond Proceeds"), and the sum of $72,951.99 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 $72,950.13 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 $1.86 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
Counselor the District to promptly approve the substitutions of other United States
Treasury obligations for the Escrow Fund.
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16 C 5
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,
but 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 Schedule 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
16G 5
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
16C 5
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 9, 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.
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 ofthe 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
16C 5
th.e 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 9, 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
16C 5
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 indemnify and hold
7
16C 5
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 consolidated, or any corporation resulting from any merger, conversion,
consolidation or tax-free 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 LAW. This Agreement shall be governed by
the applicable laws of the State of Florida.
8
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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
9
ll!fl'lt. . .~-'".--",._._.,~._-- ...._ ;>/-~~..<~~
16C 5
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.
ATTEST:
DWIGHT E. BROCK, CLERK
COLLIER COUNTY WATER-SEWER
DISTRICT
By:
, Deputy Clerk
By: ~k
Chai an, Board of County Commissioners
of Collier County, Florida, as the Ex-Officio
Chairman of the Governing Board of the
Collier County Water-Sewer District
,.
App oved ~s.to form
and g ficiency:
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
By:
Authorized Signatory
10
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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.
ATTEST:
DWIGHT E. BROCK, CLERK
COLLIER COUNTY WATER-SEWER
DISTRICT
By:
, Deputy Clerk
By:
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
Approved as to form
and legal sufficiency:
Jeffrey A. Klatzkow
County Attorney
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
By:7~
Authorized SIgnatory ~
10
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SCHEDULE A
ESCROW SECURITIES
~ Settlement Date Maturity Date Par Amount Interest Rate
SLGS 10/8/09 11/9/09 $11,759,392.00 0.060%
A-I
16C 5
SCHEDULE B
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Payment Date
1119/09
Principal
$11,450,000
Premium
Interest Total
$195,512.44 $11,760,012.44
$114,500
B-1
16C 5
3
INCUMBENCY CERTIFICATE
I, Derek M. Johnssen, Deputy Clerk of the Board of County Commissioners of
Collier County, Florida and Ex-Officio Deputy Clerk of the Governing Board of the
Collier County Water-Sewer District (the "District"), DO HEREBY CERTIFY as
follows:
1. The following are now, and have continuously been since the dates of
beginning of their respective current terms shown below, the duly elected, qualified and
acting members of the Board of County Commissioners of Collier County, Florida, acting
as the Ex-Officio Governing Board of the District, and the dates of the beginning and
ending of their respective current terms are hereunder correctly designated opposite their
names:
Member
Beginning Date
of Current Term
Ending Date
of Current Term
James N. Coletta, Jr.
Fred W. Coyle
Donna Fiala
Frank Halas
Tom Henning
November 2008
November 2006
November 2008
November 2006
November 2008
November 2012
November 2010
November 2012
November 2010
November 2012
2. The following are now, and have continuously been since the dates of
beginning of their respective current terms of office shown below, the duly elected or
appointed (as the case may be), qualified and acting officers of the District and the dates
of the beginning and ending of their respective current terms of office are hereunder
correctly designated opposite their names:
Office
Name
Beginning Date
of Current Term
Ending Date
of Current Term
Chair
Donna Fiala
January 2009
January 2010
Clerk
Dwight E. Brock
January 2009
January 2013
16C
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~~.-...~
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the District as of this 8th day of October, 2009.
(SEAL)
Dep Clerk of the Board of County
Commissioners of Collier County, Florida and
Ex-Officio Deputy Clerk of the Governing
Board of the Collier County Water-Sewer
District
16C 5
4
SIGNATURE CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY as follows:
1. That we did heretofore cause to be officially executed the obligation
described in Schedule A attached hereto (the "Bond") of the Collier County Water-Sewer
District (the "District").
2. That Donna Fiala, Chairman of the Board of County Commissioners of
Collier County, Florida and Ex-Officio Chairman of the Governing Board of the District,
has executed the Bond by her manual signature, and that said Chair was on the date she
signed the Bond and is now the duly chosen, qualified and acting Chair of the District.
3. That we have caused the official seal of the District to be imprinted on the
Bond, said seal imprinted hereon being the official seal of the District, and that Dwight E.
Brock, Clerk of the Board of County Commissioners of Collier County, Florida and Ex-
Officio Clerk of the Governing Board of the District, has caused such seal to be attested
by his manual signature with respect to the Bond, and that said Dwight E. Brock was on
the date he signed the Bond and is now the duly elected and acting Ex-Officio Clerk of
the District.
4. That the seal which has been impressed on or otherwise reproduced on the
Bond and upon this certificate is the legally adopted, proper and only seal ofthe District.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the
official seal of the District as of this 8th day of October, 2009.
(SEAL)
Signature
Title of Office
Term Office Expires
~~k
Chairman
January 2010
Clerk
January 2013
16C
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...)
SCHEDULE A
$11,727,488.80
COLLIER COUNTY WATER-SEWER DISTRICT
WATER AND SEWER REFUNDING REVENUE BOND,
SERIES 2009
The Series 2009 Bond is dated as of October 8, 2009 and is payable as to interest
commencing January 1, 2010 and semi-annually thereafter on January 1 and July 1 of
each year, through and including its maturity on July 1, 2016. The Series 2009 Bond
bears interest at the rate of 2.97% per annum. The Series 2009 Bond is subject to
mandatory sinking fund redemption prior to maturity, on July 1,2010 and on each July 1
thereafter, at a redemption price equal to the principal amount of the Series 2009 Bond or
portions thereof to be redeemed, plus interest accrued thereon to the date of redemption,
on July 1, in the following years and in the following Sinking Fund Installments:
Year
Sinking Fund Installments
2010
2011
2012
2013
2014
2015
2016*
$1,569,323.50
1,569,157.30
1,618,936.20
1,672,043.70
1,720,093.30
1,760,930.10
1,817,004.70
* Maturity
16 C 5 r
CERTIFICATE AS TO ARBITRAGE
AND CERTAIN OTHER TAX MATTERS
I, Donna Fiala, Chairman of the Board of County Commissioners of Collier
County, Florida and Ex-Officio Chairman of the Governing Board of the Collier County
Water-Sewer District (the "District"), being a person duly charged, together with others,
with the responsibility for issuing the $11,727,488.80 Collier County Water-Sewer
District Water and Sewer Refunding Revenue Bond, Series 2009 (the "Series 2009
Bond") dated as of October 8, 2009 and being issued this day, HEREBY CERTIFY that:
1. AUTHORIZATION AND DEFINITIONS. The Series 2009 Bond is
being issued pursuant to the District contained in Chapter 78-489, Laws of Florida, as
amended and supplemented, in particular by Chapter 88-499, Laws of Florida, and other
applicable provisions of law, and under and pursuant to Resolution No. CWS-85-5 of the
District adopted on July 30, 1985, as restated, amended and supplemented (collectively,
the "Resolution").
The terms defined in the Resolution shall retain the meanings set forth therein
when used in this Certificate unless the context clearly indicates another meaning is
intended. Other terms used in this Certificate shall have the meanings set forth herein or
in the Internal Revenue Code of 1986, as amended, and the applicable Treasury
Regulations promulgated thereunder and under the Internal Revenue Code of 1954, as
amended (collectively, the "Code"), or in the Arbitrage Rebate Statement attached hereto
as Exhibit A, in each case unless the context clearly indicates another meaning is
intended.
2. PURPOSE. The Series 2009 Bond is being issued for the principal
purpose of providing moneys, together with other legally available moneys of the
District, for (a) refunding, on a current basis, all of the District's outstanding Water-
Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999B (the
"Refunded Bonds ") and (b) paying certain costs and expenses in connection with the
preparation, issuance and sale of the Series 2009 Bond. The Refunded Bonds were
issued to refund a portion of the District's Water and Sewer Revenue Bonds, Series 1992.
None of the proceeds of the Refunded Bonds remain unspent. The refunding of the
Refunded Bonds will generate debt service savings for the District.
3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the
facts, estimates and circumstances in existence on the date hereof, I reasonably expect the
following with respect to the proceeds of the Series 2009:
16C 5
(a) NET PROCEEDS OF THE SERlES 2009 BOND.
(i) Total. The amount of proceeds received by the District from the sale
of the Series 2009 Bond (the "Net Proceeds") will be $11,727,488.80.
(ii) Escrow Deposit for Refunded Bonds. An amount equal to
$11,686,441.87 of the Net Proceeds of the Series 2009 Bond will be deposited on
the date hereof in the escrow deposit trust fund (the "Escrow Fund") held by u.S.
Bank National Association, Miami, Florida, as escrow agent pursuant to the
Escrow Deposit Agreement, dated as of October 8, 2009 (the "Escrow
Agreement"), between the Escrow Agent and the District. In addition, $72,951.99
of legally available moneys of the District (the "District Moneys") shall be
deposited in the Escrow Fund. Other than a cash deposit of $1.86 such deposited
moneys will be applied to purchase a certain United States Treasury obligation -
State and Local Government Series (the "Escrow Securities"), the proceeds of
which, together with the cash on deposit in the Escrow Fund, shall be sufficient to
pay the principal of, premium, if any, and interest on the Refunded Bonds as
provided in the Escrow Agreement. The Escrow Securities were purchased
directly from the Bureau of Debt of the U.S. Department of Treasury. The
Refunded Bonds shall be redeemed on November 9,2009.
(iii) Costs of Issuance. An amount of the Net Proceeds of the Series
2009 Bond equal to $41,046.93 will be held by the District and will be used within
six months of the date hereof to provide for the payment of the expenses of issuing
the Series 2009 Bond.
(b) NO OVERlSSUANCE OF THE SERlES 2009 BOND. The Net Proceeds
of the Series 2009 Bond, less payment of the costs of issuance of $41,046.93 will be
$11,686,441.87 (the "Original Proceeds "). Taking into account other available funds,
the amount of Original Proceeds necessary to pay the Refunded Bonds equals or exceeds
$11,686,441.87 plus any investment earnings on amounts deposited in the Escrow Fund.
(c) AS TO THE REFUNDING.
(i) Escrow Fund for the Refunded Bonds. An amount of the Original
Proceeds of the Series 2009 Bond equal to $11,686,441.87 will be deposited on
the date hereof into the Escrow Fund. Such amount will be applied in the manner
described in Section 3(a)(ii) of this Certificate.
(ii) Excess Proceeds. All Original Proceeds of the Series 2009 Bond
deposited in the Escrow Fund will be used to pay debt service on the Refunded
Bonds. In addition, except as otherwise described in this Section 3, there are no
other amounts which constitute Original Proceeds of the Refunded Bonds,
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Original Proceeds of the Series 2009 Bond or investment earnings on such
Original Proceeds of the Series 2009 Bond. All Original Proceeds and Investment
Proceeds of the Series 2009 Bond will consist of proceeds that will be used to
refund the Refunded Bonds, and amounts used to pay administrative costs of
repaying the Refunded Bonds and issuing the Series 2009 Bond.
(d) FUNDS AND ACCOUNTS.
(i) Revenue Fund. All Gross Revenues shall be deposited by the
District as received into the Revenue Fund. Moneys in the Revenue Fund shall be
transferred monthly to the various funds and accounts established by the
Resolution.
(ii) Operation and Maintenance Fund. Sufficient moneys shall be
transferred monthly from the Revenue Fund to the Operation and Maintenance
Fund to pay the Operating Expenses for the ensuing month. Moneys in the
Operation and Maintenance Fund shall be used to pay the Operating Expenses as
they are incurred.
(iii) Debt Service Accounts. Except for the Interest, Principal, and Term
Bonds Redemption Accounts of the Sinking Fund (collectively, the "Debt Service
Accounts") and the Reserve Account, the District has not created and established,
and does not expect to create or establish any fund in connection with the Bonds
that is reasonably expected to be used to pay debt service on the Bonds. The Debt
Service Accounts will be used primarily to achieve a proper matching of revenues
and debt service within each year and will be depleted at least annually except for
a reasonable carryover amount not to exceed the greater of (A) one year's earnings
on amounts in the Debt Service Accounts, or (B) one-twelfth of annual debt
service on the Bonds. Amounts deposited in the Debt Service Accounts will be
used to pay debt service on the Bonds within a 13 month period beginning on the
date of deposit therein, and any income earned from the investment of such
amounts will be retained in the respective Accounts.
(iv) Reserve Account. Moneys on deposit in the Reserve Account will
be used to pay principal and interest on the Bonds when other amounts under the
Resolution are insufficient therefor. The amount on deposit in the Reserve
Account ($12,190,391.77) is equal to the Maximum Annual Debt Service on the
Bonds (the "Reserve Account Requirement") which is less than 125% of the
average Annual Debt Service on the Bonds. The amount required to be on deposit
in the Reserve Account is required by the terms of the Resolution, and, in reliance
on a letter of Public Financial Management, Inc. ("PFM"), the financial advisor for
the District, attached hereto as Exhibit B, the District has determined that such
required balance is reasonable, is in accordance with customary practice in the
3
loG 5
municipal bond market, facilitates marketing the Series 2009 Bond at an interest
rate comparable to other bond issues of similar size and type, and is not in excess
of the amount considered necessary for such purposes. Any amounts in the
Reserve Account in excess of the Reserve Account Requirement shall be
withdrawn and deposited into the Renewal and Replacement Fund.
(v) Renewal and Replacement Fund. Amounts in the Renewal and
Replacement Fund shall be used solely for the purpose of paying the cost of major
extensions or renewal of capital assets of the System or extraordinary repairs of
the System. Amounts in the Renewal and Replacement Fund may be used for the
payment into the Interest Account, the Principal Account and the Term Bonds
Redemption Account to prevent a default in the payment of the principal of and
interest on the Bonds; however, the District does not expect that amounts in the
Renewal and Replacement Fund will be used to pay debt service on the Bonds and
there is no assurance that any portion of the amounts deposited in such Fund will
be available to pay such debt service.
(vi) Surplus Fund. Amounts in the Surplus Fund may be used for any
lawful purpose of the District. Amounts deposited in the Surplus Fund shall be
used for the payment to the Interest Account, the Principal Account or the Term
Bonds Redemption Account to prevent a default in payment of principal of or
interest on the Bonds; however, the District does not expect that the amount in
such Fund will be used to pay debt service on the Bonds and there is no assurance
that any portion of the amounts deposited in such Fund will be available to pay
such debt service.
(vii) System Development Fees Fund. All System Development Fees
shall be deposited as received by the District into the System Development Fees
Fund. Amounts deposited in the System Development Fees Fund may be used to
payor reimburse the capital cost of acquiring and/or constructing extensions,
improvements or additions to the System or for any other lawful purpose.
Amounts deposited in the System Development Fees Fund may also be used for
the payment to the Interest Account, the Principal Account or the Term Bonds
Redemption Account to prevent a default in payment of the principal or interest on
the Bonds; however, the District does not expect that the amounts in the System
Development Fees Fund will be used to pay debt service on the Bonds and there is
no assurance that any portion of the amounts deposited in such Fund will be
available to pay such debt service.
(viii) Special Assessments Fund. All Special Assessment Proceeds, if
any, shall be deposited as received by the District into the Special Assessments
Fund. Moneys in the Special Assessments Fund shall be transferred monthly to
the various funds and accounts established by the Resolution.
4
~6C 5
(ix) Investment Earnings. Interest on any amounts in the funds and
accounts established by the Resolution shall be retained in such respective funds
and accounts, except as provided below. Moneys in the Reserve Account and the
Renewal and Replacement Fund in excess of the amounts required to be therein
and investment earnings in the Surplus Fund shall be deposited to the Revenue
Fund within one year of receipt and will be expended within such year and
combined with other Gross Revenues for accounting purposes. Investment
earnings on the Special Assessments Fund shall be deposited in the Interest
Account and shall be used for the purposes of such Account within six months of
deposit.
(x) No Other Funds. Other than the Funds and Accounts described in
this Certificate, no Fund or Account has been established pursuant to any
instrument which secures or otherwise relates to the Series 2009 Bond.
4. YIELD.
(a) GENERAL. For purposes of this Certificate, bond yield is, and shall be,
calculated in the manner provided in Treasury Regulations Section 1.148-4, and the
provisions therein will be complied with in all respects. The term "bond yield" means,
with respect to a bond, the discount rate than when used in computing the present value
of all the unconditionally payable payments of principal and interest and all the payments
for a qualified guarantee paid and to be paid with respect to the bond produces an amount
equal to the present value of the issue price of the bond. In computing the purchase price
of the Series 2009 Bond, which is equal to the issue price, the District did not take into
consideration the costs of issuance. The purchase price of the Series 2009 Bond,
therefore, is $11,727,488.80. For purposes hereof, yield is, and shall be, calculated on a
360-day year basis with interest compounded semiannually. The yield on the Series 2009
Bond calculated in the above-described manner is 2.970762% (the "2009 Bond Yield").
Such yield calculation has been computed for the District by PFM. It should be noted,
however, that such yield may, under certain circumstances set forth in the Treasury
Regulations, be subject to recalculation.
The purchase price of all obligations other than certain Tax-Exempt Investments
("Taxable Obligations") to which restrictions as to yield or rebate of excess earnings
under this Certificate applies shall be calculated using (i) the price, taking into account
discount, premium, and accrued interest, as applicable, actually paid or (ii) the fair
market value if less than the price actually paid and if such Taxable Obligations were not
purchased directly from the United States Treasury. The District will acquire all such
Taxable Obligations directly from the United States Treasury or in arms length
transactions without regard to any amounts paid to reduce the yield on such Taxable
Obligations. The District will not payor permit the payment of any amounts to reduce
the yield on any Taxable Obligations.
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16C 5
Any amounts subject to yield restrictions may be subject to yield reduction
payments pursuant to Treasury Regulations Section 1.148-5(c).
(b) REVENUE FUND. Amounts in the Revenue Fund shall be invested
without regard to yield restrictions.
(c) OPERATION AND MAINTENANCE FUND. Amounts in the Operation
and Maintenance Fund shall be invested without regard to yield restrictions.
(d) RESERVE ACCOUNT. The amounts on deposit in the Reserve Account
will be invested without regard to yield restrictions, provided that such amounts do not
exceed the Reserve Account Requirement for the Bonds. Any amounts in the Reserve
Account in excess of the Reserve Account Requirement for the Bonds will be subject to
yield restrictions.
(e) DEBT SERVICE ACCOUNTS - DEBT SERVICE. Amounts held in the
Debt Service Accounts which are set aside for the payment of the principal of and interest
on the Bonds will be invested without regard to yield restrictions for a period not to
exceed 13 months from the date of deposit of such amounts in such Accounts. Any
amounts not expended within the period set forth above shall be invested at a yield not in
excess of the 2009 Bond Yield.
(f) SPECIAL ASSESSMENTS FUND. Amounts held in the Special
Assessments Fund shall be invested without regard to yield restrictions for a period not to
exceed 13 months from the date of deposit of such amounts in such Fund
(g) RENEWAL AND REPLACEMENT FUND. Amounts on deposit in the
Renewal and Replacement Fund from Gross Revenues shall be invested without regard to
yield restrictions.
(h) SYSTEM DEVELOPMENT FEES FUND. Amounts in the System
Development Fees Fund shall be invested without regard to yield restrictions.
(i) SURPLUS FUND. Amounts in the Surplus Fund shall be invested without
regard to yield restrictions.
U) ESCROW FUND. The moneys deposited to the Escrow Fund shall be
invested without regard to any yield restrictions.
(k) INVESTMENT EARNINGS. All investment earnings on amounts
deposited in the Debt Service Accounts may be invested without regard to yield
restrictions for a period not to exceed one year from the date of receipt of the amount
earned. Any investment earnings not expended within the applicable period set forth
above shall be subject to yield restrictions.
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(1) OTHER FUNDS AND ACCOUNTS. Any other funds and accounts not
described in subsections (c) through and including G) of this Section 4 may be invested
without regard to yield restrictions.
(m) YIELD REDUCTION PAYMENTS. Any amounts subject to yield
restrictions may be subject to yield reduction payments pursuant to Treasury Regulations
Section l.l48-5(c).
5. FURTHER CERTIFICATIONS. The District will take no action which
would cause the Series 2009 Bond to become Private Activity Bonds (as such term is
defined in the Code). None of the Gross Proceeds of the Series 2009 Bond will be used
directly or indirectly in any trade or business carried on by any person other than a
governmental unit.
No bonds or other obligations of the District (a) were sold in the 15 days
preceding the date of sale of the Series 2009 Bond or (b) were sold or will be sold within
the 15 days after the date of sale of the Series 2009 Bond, pursuant to a common plan of
financing with the plan for the issuance of the Series 2009 Bond and payable out of
substantially the same source of revenues.
The District does not expect that the proceeds of the Series 2009 Bond will be
used in a manner that would cause them to be arbitrage bonds under Section 148 of the
Code. The District does not expect that the proceeds of the Series 2009 Bond will be
used in a manner that would cause the interest on the Series 2009 Bond to be includable
in the gross income of the holder of the Series 2009 Bond under Section 103 of the Code.
6. REBATE. The District has established a Rebate Fund for the Series 2009
Bond and shall deposit moneys therein as required by the terms of the Arbitrage Rebate
Statement attached hereto as Exhibit A. Moneys in the Rebate Fund shall be held in trust
by the District and, subject to the provisions hereof, shall be held for the benefit of the
United States Government as contemplated under the provisions hereof and shall not
constitute part of the trust estate held for the benefit of the holders of the Series 2009
Bond or the District. The District acknowledges and agrees to comply with the terms of
the Arbitrage Rebate Statement attached hereto as Exhibit A.
7. AMENDMENTS. The provisions hereof need not be observed and this
Certificate may be amended or supplemented at any time by the District if, in each case,
the District receives an opinion or opinions of Bond Counsel that the failure to comply
with such provisions will not cause, and that the terms of such amendment or supplement
will not cause, any of the Series 2009 Bond to become arbitrage bonds under Section 148
of the Code, or other applicable section of the Code, or otherwise cause interest on any of
the Series 2009 Bond to become includable in gross income for federal income tax
purposes under the Code.
7
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8. SERIES 2009 BOND NOT FEDERALLY GUARANTEED. Payment
of debt service on the Series 2009 Bond is not directly or indirectly guaranteed in whole
or in part by the United States, within the meaning of Section 149(b) of the Code. None
of the Original Proceeds will be invested directly or indirectly in federally insured
deposits or accounts except for: (a) Original Proceeds invested during the applicable
temporary periods described herein until such Original Proceeds are needed for the
purpose for which the Series 2009 Bond is being issued and (b) investments of the Debt
Service Accounts described herein.
9. HEDGE BONDS. It was reasonably expected at the time of issuance of
the Refunded Bonds that not less than 85% of the Original Proceeds of the Refunded
Bonds would be used to carry out the governmental purposes of the Refunded Bonds
within three years from the date of their issuance. Not more than 50% of such Original
Proceeds were invested in nonpurpose investments having a substantially guaranteed
yield for four years or more (including but not limited to any investment contract or fixed
yield investment having a maturity of four years or more). The reasonable expectations
stated above were not based on and did not take into account any expectations or
assumptions as to the occurrence of changes in market interest rates or of federal tax law
or regulations or rulings thereunder.
10. ADDITIONAL COVENANTS. The District further agrees to (a) impose
such limitations on the investment or use of moneys or investments related to the Series
2009 Bond, (b) make such rebate payments to the United States Treasury, (c) maintain
such records, (d) perform such calculations, (e) enter into such agreements, and (f)
perform such other acts as may be necessary under the Code to preserve the exclusion
from gross income for purposes of federal income taxation of interest on the Series 2009
Bond, which it may lawfully do.
11. INFORMATION. The District agrees to file all information statements as
may be required by the Code.
12. VALUATION AND MARKET PRICE RULES. In determining the
amounts on deposit in any fund or account for purposes of this Certificate, the purchase
price of the obligations, including accrued interest, shall be added together, and adding or
subtracting from such purchase prices any discount, computed ratably on an annual basis.
With respect to any amounts required to be restricted as to yield, the "market price rules"
set forth in Exhibit A attached hereto shall apply.
13. NO REPLACEMENT. No portion of the amounts received from
issuance, conversion, sale or remarketing of the Series 2009 Bond will be used as a
substitute for other funds which were otherwise to be used for the purposes for which the
Series 2009 Bond is being issued or which were otherwise to be used to pay debt service
on the Series 2009 Bond, and which have been or will be used to acquire, directly or
8
16C 5
indirectly, obligations producing a yield in excess of the 2008 Bond Yield. The weighted
average maturity of the Series 2009 Bond does not exceed the remaining weighted
average maturity of the Refunded Bonds.
14. NO ADVERSE ACTION. The District has neither received notice that
this Certificate may not be relied upon with respect to its issues, nor has it been advised
that any adverse action by the Commissioner of Internal Revenue is contemplated.
To the best of my knowledge and belief there are no facts, estimates or
circumstances other than those expressed herein that materially affect the expectations
herein expressed, and, to the best of my knowledge and belief, the District's expectations
are reasonable. I further represent that the District expects and intends to be able to
comply with the provisions and procedures set forth herein, including Section 148 of the
Code.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 8th day of
October, 2009.
COLLIER COUNTY WATER-SEWER
DISTRICT
By: chairrnh:arf~ County
Commissioners of Collier County,
Florida, as the Ex-Officio Chairman of
the Governing Board of the Collier
County Water-Sewer District
9
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..... j
EXHIBIT A
ARBITRAGE REBATE STATEMENT
This Arbitrage Rebate Statement is intended to set forth certain duties and
requirements necessary for compliance with Section 148(f) of the Code to the extent
necessary to preserve the tax exempt treatment of interest on the Collier County Water-
Sewer District Water and Sewer Refunding Revenue Bond, Series 2009 (the "Series 2009
Bond") This Statement is based upon Section 148(f) of the Code and by analogy, to the
Regulations. However, it is not intended to be exhaustive.
Since the requirements of such Section 148(f) are subject to amplification and
clarification, it may be necessary to supplement or modify this Statement from time to
time to reflect any additional or different requirements of such Section and the
Regulations or to specify that action required hereunder is no longer required or that
some further or different action is required to maintain or assure the exemption from
federal income tax of interest with respect to the Series 2009 Bond.
F or purposes hereof, any covenant relating to a fund, account or subaccount
established under the Resolution shall be deemed to apply only to that portion of such
fund, account or subaccount allocable to the Series 2009 Bond.
SECTION 1. TAX COVENANTS. Pursuant to the Resolution, the
District has made certain covenants designed to assure that the interest with respect to the
Series 2009 Bond is and shall remain excludable from gross income for purposes of
federal income taxation. The District shall not, directly or indirectly, use or permit the
use of any proceeds of the Series 2009 Bond or any other funds or take or omit to take
any action that would cause the Series 2009 Bond to be "arbitrage bonds" within the
meaning of Section 148 of the Code or that would cause interest on the Series 2009 Bond
to be included in gross income for federal income tax purposes under the provisions of
the Code. The District shall comply with all other requirements as shall be determined by
Bond Counsel to be necessary or appropriate to assure that interest on the Series 2009
Bond will be excludable from gross income for purposes of federal income taxation. To
that end, the District shall comply with all requirements of Section 148 of the Code to the
extent applicable to the Series 2009 Bond.
SECTION 2. DEFINITIONS. Capitalized terms used herein, not
otherwise defined herein, shall have the same meanings set forth in the Resolution and in
the District's Certificate as to Arbitrage and Certain Other Tax Matters relating to the
Series 2009 Bond.
A-I
v. _,.,...,. ,."
16C 5
"Bond Counsel" means Nabors, Giblin & Nickerson, P.A., Tampa, Florida or
such other firm of nationally recognized bond counsel as may be selected by the District.
"Bond Year" means anyone-year period (or shorter period from the Issue Date)
ending on the close of business on the day preceding the anniversary of the Issue Date.
"Code" means the Internal Revenue Code of 1986, as amended.
"Computation Date" means each date selected by the District as a computation
date pursuant to Section 1.148-3( e) of the Regulations and the Final Computation Date.
"Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair
Market Value of such Investment as determined in accordance with Section 4 hereof.
"Final Computation Date" means the date the Series 2009 Bond is discharged.
"Gross Proceeds" means, with respect to the Series 2009 Bond:
(1) Amounts constituting Sale Proceeds of the Series 2009 Bond.
(2) Amounts constituting Investment Proceeds of the Series 2009 Bond.
(3) Amounts constituting Transferred Proceeds of the Series 2009 Bond.
(4) Other amounts constituting Replacement Proceeds of the Series 2009 Bond,
including Pledged Moneys.
"Investment Proceeds" means any amounts actually or constructively received
from investing proceeds of the Series 2009 Bond.
"Investment Property" shall have the meaning as ascribed to such term in
Section 148(b )(2) of the Code, which includes any security, obligation or other property
held principally as a passive vehicle for the production of income, within the meaning of
Section 1.148-1 (e) of the Regulations.
"Issue Date" means October 8, 2009.
"Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested
in a reasonably required reserve or replacement fund under the Code.
"Nonpurpose Investment" means any Investment Property in which Gross
Proceeds are invested which is not an investment that is acquired to carry out the
governmental purpose of the Series 2009 Bond, e.g., obligations acquired with Gross
Proceeds that are invested temporarily until needed for the governmental purpose of the
A-2
16C 5
Series 2009 Bond, that are used to discharge a prior issue, or that are invested in a
reasonably required reserve or replacement fund, as referenced in Section 1.148-1 (b) of
the Regulations.
"Nonpurpose Payments" shall include the payments with respect to Nonpurpose
Investments specified in Section 1. 148-3(d)(l)(i)-(v) of the Regulations.
"Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(2)(i)-(iii) of the Regulations.
"Pledged Moneys" means moneys that are reasonably expected to be used
directly or indirectly to pay debt service on the Series 2009 Bond (or to reimburse a
municipal bond insurer) or as to which there is a reasonable assurance that such moneys
or the earnings thereon will be available directly or indirectly to pay debt service on the
Series 2009 Bond (or to reimburse a municipal bond insurer) if the District encounters
fmancial difficulties.
"Pre-Issuance Accrued Interest" means amounts representing interest that has
accrued on an obligation for a period of not greater than one year before its issue date but
only if those amounts are paid within one year after the Issue Date.
"Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred
Proceeds of the Bonds.
"Qualified Administrative Costs" means reasonable, direct administrative costs,
other than carrying costs, such as separately stated brokerage and selling commissions
that are comparable to those charged nongovernmental entities in transactions not
involving tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping,
custody or similar costs. In addition, with respect to a guaranteed investment contract or
investments purchased for a yield restricted defeasance escrow, such costs will be
considered reasonable if (I) the amount of the fee the District treats as a Qualified
Administrative Cost does not exceed the lesser of (a) $35,000 (for calendar year 2009), or
(b) the greater of (x) .2% of the "computational base", or (y) $4,000; and (2) the District
does not treat as Qualified Administrative Costs more than $90,000 (for calendar year
2009) in brokers' commissions or similar fees with respect to all guaranteed investment
contracts and investments for yield restricted defeasance escrows purchased with Gross
Proceeds of the issue. For purposes of this definition only, "computational base" shall
mean, with respect to guaranteed investment contracts, the amount of Gross Proceeds the
District reasonably expects, as of the date the contract is acquired, to be deposited in the
guaranteed investment contract over the term of the contract and for investments other
than guaranteed investment contracts, "computational base" shall mean the amount of
Gross Proceeds initially invested in such investments. The above-described safe harbor
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dollar amounts shall be increased each calendar year for cost-of-living adjustments
pursuant to Section 1. 148-5(e) of the Regulations.
"Rebatable Arbitrage" means, as of any Computation Date, the excess of the
future value of all Nonpurpose Receipts over the future value of all Nonpurpose
Payments.
"Rebate Fund" means the Rebate Fund established pursuant to the Resolution
and described in Section 3 hereof.
"Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11,
1.149(b)-1 and (d)-I, and 1.150-0 through 1.150-2, as amended, and any regulations
amendatory, supplementary or additional thereto.
"Replacement Proceeds" means amounts that have a sufficiently direct nexus to
the Series 2009 Bond or to the governmental purpose of the Series 2009 Bond to
conclude that the amounts would have been used for that governmental purpose if the
Proceeds of the Series 2009 Bond were not used or to be used for that governmental
purpose. For this purpose, governmental purposes include the expected use of amounts
for the payment of debt service on a particular date. The mere availability or preliminary
earmarking of amounts for a governmental purpose, however, does not in itself establish
a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement
Proceeds include, but are not limited to, amounts held in a sinking fund or a pledged
fund. For these purposes, an amount is pledged to pay principal of or interest on the
Series 2009 Bond if there is reasonable assurance that the amount will be available for
such purposes in the event that the issuer encounters fmancial difficulties.
"Sale Proceeds" means any amounts actually or constructively received by the
District from the sale of the Series 2009 Bond, including amounts used to pay
underwriter's discount or compensation and interest other than Pre-Issuance Accrued
Interest. Sale Proceeds shall also include, but are not limited to, amounts derived from
the sale of a right that is associated with a Series 2009 Bond and that is described in
Section 1.148-4(b)( 4) of the Regulations.
"Tax-Exempt Investment" means (i) an obligation the interest on which is
excluded from gross income pursuant to Section 103 of the Code, (ii) United States
Treasury-State and Local Government Series, Demand Deposit Securities, and (iii) stock
in a tax-exempt mutual fund as described in Section 1.150-1(b) of the Regulations. Tax-
Exempt Investment shall not include a specified private activity bond as defmed in
Section 57(a)(5)(C) of the Code. For purposes of this Statement, a tax-exempt mutual
fund includes any regulated investment company within the meaning of Section 851 (a) of
the Code meeting the requirements of Section 852(a) of the Code for the applicable
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taxable year; having only one class of stock authorized and outstanding; investing all of
its assets in tax exempt obligations to the extent practicable; and having at least 98% of
(1) its gross income derived from interest on, or gain from the sale of or other disposition
of, tax exempt obligations or (2) the weighted average value of its assets represented by
investments in tax exempt obligations.
"Transferred Proceeds" shall have the meaning provided therefor in Section
1.148-9 of the Regulations.
"Universal Cap" means the value of all then outstanding Series 2009 Bond.
"Value" (of a Series 2009 Bond) means with respect to a Series 2009 Bond
issued with not more than two percent original issue discount or original issue premium,
the outstanding principal amount, plus accrued unpaid interest; for any other Series 2009
Bond, its present value.
"Value" (of an Investment) shall have the following meaning in the following
circumstances:
(1) General Rules. Subject to the special rules in the following paragraph, an
issuer may determine the value of an investment on a date using one of the following
valuation methods consistently applied for all purposes relating to arbitrage and rebate
with respect to that investment on that date:
( a) an investment with not more than two percent original issue discount
or original issue premium may be valued at its outstanding stated principal
amount, plus accrued unpaid interest on such date;
(b)
date; and
a fixed rate investment may be valued at its present value on such
(c)
an investment may be valued at its Fair Market Value on such date.
(2) Special Rules. Yield restricted investments are to be valued at present
value provided that (except for purposes of allocating Transferred Proceeds to an issue,
for purposes of the Universal Cap and for investments in a commingled fund other than a
bona fide debt service fund unless it is a certain commingled fund):
(a) an investment must be valued at its Fair Market Value when it is first
allocated to an issue, when it is disposed of and when it is deemed acquired or
deemed disposed of, and provided further that;
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(b) in the case of Transferred Proceeds, the Value of a Nonpurpose
Investment that is allocated to Transferred Proceeds of a refunding issue on a
transfer date may not exceed the Value of that investment on the transfer date used
for purposes of applying the arbitrage restrictions to the refunded issue.
"Yield on the Series 2009 Bond," "2009 Bond Yield" or "Bond Yield" means,
for all Computation Dates, the Yield expected as of the date hereof on the Series 2009
Bond over the term of such Bonds computed by:
(i) using as the purchase price of the Series 2009 Bond, the amount at which
such Series 2009 Bond were sold to the public within the meaning of Sections 1273 and
1274 of the Code; and
(ii) assuming that all of the Series 2009 Bond will be paid at their scheduled
maturity dates or in accordance with any mandatory redemption requirements.
"Yield" means, generally, the discount rate which, when used in computing the
present value of all the unconditionally payable payments of principal and interest on an
obligation and all the payments for qualified guarantees paid and to be paid with respect
to such obligation, produces an amount equal to the present value of the issue price of
such obligation. Present value is computed as of the date of issue of the obligation.
There are, however, many additional specific rules contained in the Regulations which
apply to the calculation and recalculation of yield for particular obligations and such rules
should be consulted prior to calculating the yield for the Series 2009 Bond on any
Computation Date. Yield shall be calculated on a 360-day year basis with interest
compounded monthly. For this purpose the purchase price of a Nonpurpose Investment
or a Tax-Exempt Investment is its Fair Market Value, as determined pursuant to Section
4 of this Statement, as of the date that it becomes allocated to Gross Proceeds of the
Series 2009 Bond.
SECTION 3.
REBATE REQUIREMENTS.
(a) The District shall pay to the United States Government at the times and in
the amounts determined hereunder, the Rebatable Arbitrage. For purposes of
determining the Rebatable Arbitrage, the District shall make such calculations or cause
the calculations to be made by competent tax counselor other [mancial or accounting
advisors or persons to ensure correct application of the rules contained in the Code and
the Regulations relating to arbitrage rebate.
(b) Pursuant to the Resolution, there has been established a fund separate from
any other fund or account established and maintained under the Resolution designated the
"Collier County Water-Sewer District Water and Sewer System Rebate Fund." The
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District or its designated agent shall administer the Rebate Fund and continuously invest
all amounts held in the Rebate Fund in Authorized Investments (as defined in the
Resolution) or Tax-Exempt Investments.
(c) Within 30 days after any Computation Date, the District shall calculate or
cause to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f)
hereof. Immediately following such calculations, but in no event later than 60 days
following the Computation Date (90 days in the case of any penalty payment due
pursuant to Section 3(f) hereof), the District shall remit an amount which when added to
the future value of previous rebate payments shall not be less than 90% (100% with
respect to the Computation Date on the final repayment or retirement of the Series 2009
Bond) of the Rebatable Arbitrage or 100% of any penalty due pursuant to Section 3(f)
hereof as of the applicable Computation Date.
Each payment shall be accompanied by Internal Revenue Service Form 8038-T.
(d) The obligation to pay Rebatable Arbitrage to the United States, as described
herein, shall be treated as satisfied with respect to the Series 2009 Bond if (i) Gross
Proceeds are expended for the governmental purpose of the Series 2009 Bond by no later
than the date which is six months after the Issue Date and if it is not anticipated that any
other Gross Proceeds will arise during the remainder of the term of the Series 2009 Bond
and (ii) the requirement to pay Rebatable Arbitrage, if any, to the United States with
respect to the portion of the Reserve Account allocable to the Series 2009 Bond is met.
For purposes of the preceding sentence, Gross Proceeds do not include (i) amounts
deposited in a bona fide debt service fund, so long as the funds therein constitute bona
fide debt service funds, or a reasonably required reserve or replacement fund meeting the
requirements of Section 1.148- 2( f) of the Regulations), (ii) amounts that, as of the Issue
Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds
after the date which is six months after the Issue Date, (iii) amounts representing Sale or
Investment Proceeds derived from any Purpose Investment (as defined in Section 1.148-1
of the Regulations) and earnings on those payments, and (iv) amounts representing any
repayments of grants (as defined in Section 1. 148-6( d)( 4) of the Regulations). If Gross
Proceeds are in fact expended by such date, then, except as to the Reserve Account,
Rebatable Arbitrage need not be calculated and no payment thereof to the United States
Department of Treasury need be made. Use of Gross Proceeds to redeem Series 2009
Bond shall not be treated as an expenditure of such Gross Proceeds.
Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected
to be Gross Proceeds on the Issue Date actually become available after the date which is
six months after the Issue Date, then the requirements described herein relating to the
calculation of Rebatable Arbitrage and the payment thereof to the United States must be
satisfied, except that no such calculation or payment need be made with respect to the
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initial six month period. Any other amounts not described in this Section 3( d) which
constitute proceeds of the Series 2009 Bond, other than a bona fide debt service fund,
will be subject to rebate.
THE FOLLOWING SUBSECTION (e) SHALL NOT APPLY TO THE SERIES
2009 BOND.
(e) As an alternative to Section 3(d) above, the obligation of the District to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Series 2009 Bond if (i) the rebate requirement is met for all proceeds
of the Series 2009 Bond other than Gross Proceeds (as defined in Section 3(d) hereof)
and (ii) the Gross Proceeds of the Series 2009 Bond are expended for the governmental
purposes of the issue within the periods set forth below:
(i) at least 15% of such Gross Proceeds are spent within the six-month
period beginning on the Issue Date;
(ii) at least 60% of such Gross Proceeds are spent within the I-year
period beginning on the Issue Date; and
(iii) at least 100% of such Gross Proceeds are spent within the I8-month
period beginning on the Issue Date.
As set forth in Section l.I48-7(d)(2) of the Regulations, for purposes of the
expenditure requirements set forth in this Section 3(e), 100% of the Gross Proceeds of the
Series 2009 Bond shall be treated as expended for the governmental purposes of the issue
within the I8-month period beginning on the Issue Date if such requirement is met within
the 30-month period beginning on the Issue Date and such requirement would have been
met within such 18-month period but for a reasonable retainage (not exceeding 5% of the
Net Proceeds of the Series 2009 Bond). If Gross Proceeds are in fact expended by such
dates, then Rebatable Arbitrage need not be calculated and no payment thereof to the
United States Department of Treasury need be made. Any failure to satisfy the final
spending requirement shall be disregarded if the District exercises due diligence to
complete the project financed by the Series 2009 Bond and the amount of the failure does
not exceed the lesser of (i) 3% of the issue price of the Series 2009 Bond or (ii) $250,000.
Use of Gross Proceeds to redeem the Series 2009 Bond shall not be treated as an
expenditure of such Gross Proceeds. For purposes of this Section 3(e), "Gross Proceeds"
shall be modified as described in Section 3( d) above.
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THE FOLLOWING SUBSECTION (f) SHALL NOT APPLY TO THE SERIES
2009 BOND.
(t) As an alternative to Sections 3(d) and (e) above, the obligation to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Series 2009 Bond if the Available Construction Proceeds (as defined
in Section 148(t)(4)(c)(vi) of the Code and described below) are expended for the
governmental purposes of the issue within the periods set forth below:
(i) at least 10% of such Available Construction Proceeds are spent
within the six-month period beginning on the Issue Date;
(ii) at least 45% of such Available Construction Proceeds are spent
within the I-year period beginning on the Issue Date;
(iii) at least 75% of such Available Construction Proceeds are spent
within the eighteen-month period beginning on the Issue Date; and
(iv) at least 100% of such Available Construction Proceeds are spent
within the 2-year period beginning on the Issue Date.
For purposes of this Section 3(t), the term Available Construction Proceeds means the
Net Proceeds of the Series 2009 Bond, increased by earnings on such Net Proceeds and
earnings on all of the foregoing earnings, and reduced by the amount of such Net
Proceeds used to pay issuance costs (including bond insurance premium).
Notwithstanding the foregoing, Available Construction Proceeds shall not include
amounts earned on the Reserve Account after the earlier of the close of the two-year
period beginning on the Issue Date or the date construction is substantially completed.
Any amounts which constitute proceeds of the Series 2009 Bond other than Available
Construction Proceeds and amounts on deposit in a bona fide debt service fund will be
subject to rebate.
As set forth in Section I48(t)(4)(C)(iii) of the Code, for purposes of the
expenditure requirements set forth in this Section 3(t), 100% of Available Construction
Proceeds of the Series 2009 Bond shall be treated as expended for the governmental
purposes of the issue within the 2-year period beginning on the Issue Date if such
requirement is met within the 3-year period beginning on the Issue Date and such
requirement would have been met within such 2-year period but for a reasonable
retainage (not exceeding 5% of the Net Proceeds of the Series 2009 Bond). Use of
available construction proceeds to redeem the Series 2009 Bond shall not be treated as an
expenditure of such proceeds.
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Any failure to satisfy the final spending requirement shall be disregarded if the
District exercises due diligence to complete the project financed by the Series 2009 Bond
and the amount of the failure does not exceed the lesser of (i) 3% of the issue price of the
Series 2009 Bond or (ii) $250,000.
For purposes of Section 148(f)(4)(C)(vii) of the Code, in the event the District
fails to meet the expenditure requirements referred to above, the District may elect to pay,
in lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such
Gross Proceeds, a penalty with respect to the close of each 6-month period after the Issue
Date equal to 1.5% of the amount of the Available Construction Proceeds of the Series
2009 Bond which, as of the close of such period, are not spent as required by the
expenditure provisions set forth above. The penalty referred to above shall cease to apply
only after the Series 2009 Bond (including any refunding bonds issued with respect
thereto) are no longer outstanding. The District makes no election in regard to the above-
described penalty.
In order to qualify for the exemption from the obligation to pay Rebatable
Arbitrage to the United States pursuant to this Section 3(f), at least 75% of the Available
Construction Proceeds must be used for construction expenditures (as defined in Section
1.148- 7(g) of the Regulations) with respect to property which is owned by a
governmental unit or an organization described in Section 501(c)(3) of the Code. The
term "construction" includes reconstruction and rehabilitation of existing property and
rules similar to the rules of Section 142(b)(I)(B) of the Code shall apply. If only a
portion of an issue is to be used for construction expenditures, such portion and the other
portion of such issue may, at the election of the issuer, be treated as separate issues for
purposes of this Section 3(f) (although the remaining portion may not be entitled to the
benefits of Section 3( d) hereof). The District does not elect to treat any portion of the
Series 2009 Bond as a separate issue.
(g) The District shall keep proper books of records and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the moneys related to the Series 2009 Bond,
including moneys derived from, pledged to, or to be used to make payments on the Series
2009 Bond. Such records shall, at a minimum, be adequate to enable the District or its
consultants to make the calculations for payment of Rebatable Arbitrage as required by
this Arbitrage Rebate Statement. The records required to be maintained under this
Section 3(g) shall be retained by the District until six years after the retirement of the last
obligation of the Series 2009 Bond or for such other period as the United States Treasury
may by regulations otherwise provide. Such records shall at least specify the account or
fund to which each investment (or portion thereof) is to be allocated and shall set forth, in
the case of each investment security, (i) its purchase price (including the amount of
accrued interest to be stated separately), (ii) identifying information, including par
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amount, coupon rate, and payment dates, (iii) the amount received at maturity or its sale
price, as the case may be, including accrued interest, (iv) the amounts and dates of any
payments made with respect thereto, (v) the dates of acquisition and disposition or
maturity, (vi) the amount of original issue discount or premium (if any), (vii) the
frequency of periodic payments (and actual dates and amounts of receipts), (viii) the
period of compounding, (ix) the transaction costs (e.g., commissions) incurred in
acquiring, carrying or disposing of the Nonpurpose Investments, and (x) market price
data sufficient to establish that the purchase price (disposition price) was not greater than
(less than) the arm's-length price (see Section 4 below) on the date of acquisition
(disposition) or, if earlier, on the date of a binding contract to acquire (dispose of) such
Nonpurpose Investment.
SECTION 4. MARKET PRICE RULES. Except as provided below, the
District agrees to comply with the requirements relating to the "Fair Market Value" of
acquired Nonpurpose Investments, as defmed in Section 1.148-5(d) of the Regulations
("Fair Market Value"). All investments required to be made pursuant to this Statement
shall be made to the extent permitted by law. In this regard, the District agrees, among
other things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or
any other investment acquired with Gross Proceeds or on deposit in the Rebate Account)
for a price in excess of its Fair Market Value or sell any such investment at a price
(determined without any reduction for transaction costs) less than its Fair Market Value,
except as provided below. For this purpose, the following rules shall apply:
(a) Established securities markets. Except as otherwise provided below, any
market especially established to provide a security or obligation to an issuer of municipal
obligations shall not be treated as an established market and shall be rebuttably presumed
to be acquired or disposed of for a price that is not its Fair Market Value.
(b) Arm's-length price. Any transaction in which a Nonpurpose Investment is
directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable
to Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no
amount shall be paid to reduce the yield on the Nonpurpose Investment.
(c) Safe harbor for establishing Fair Market Value for guaranteed investment
contracts and Nonpurpose Investments purchased for a yield restricted defeasance
escrow. In the case of a guaranteed investment contract or Nonpurpose Investments
purchased for a yield restricted defeasance escrow, the purchase price shall not be
considered to be an arm's-length price unless all the following conditions are met:
(i) The District makes a bona fide solicitation ("Bona Fide
Solicitation") for the purchase of the investment that satisfies all of the following
requirements:
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.,.;"""
(1) The bid specifications are in writing and are timely forwarded
to potential providers;
(2) The bid specifications include all terms of the bid that may
directly or indirectly affect the yield or the cost of the investment;
(3) The bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential
provider did not consult with any other potential provider about its bid, that
the bid was determined without regard to any other formal or informal
agreement that the potential provider has with the District or any other
person (whether or not in connection with the bond issue), and that the bid
is not being submitted solely as a courtesy to the District or any other
person for purposes of satisfying these requirements;
( 4) The terms of the bid specifications are such that there is a
legitimate business purpose for each term other than to increase the
purchase price or reduce the yield of the investment (e.g., for solicitations
of Nonpurpose Investments for a yield restricted defeasance escrow, the
hold firm period must be no longer than the District reasonably requires);
(5) For purchases of guaranteed investment contracts only, the
terms of the solicitation take into account the District's reasonably expected
deposit and draw down schedule for the amounts to be invested;
(6) All potential providers have an equal opportunity to bid (e.g.,
no potential provider is given the opportunity to review other bids before
providing a bid); and
(7) At least three providers are solicited for bids that have an
established industry reputation as a competitive provider of the type of
investments being purchased.
(ii) The bids received by the District must meet all of the following
requirements:
(1) The District receives at least three bids from providers that
the District solicited under a Bona Fide Solicitation and that do not have a
material financial interest in the issue. A lead underwriter in a negotiated
underwriting transaction is deemed to have a material [mancial interest in
the issue until 15 days after the issue date of the issue. In addition, any
entity acting as a financial advisor with respect to the purchase of the
investment at the time the bid specifications are forwarded to potential
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providers has a material financial interest in the issue. A provider that is a
related party to a provider that has a material financial interest in the issue
is deemed to have a material financial interest in the issue.
(2) At least one of the three bids described in paragraph (c) (ii)(l)
above is from a provider that has an established industry reputation as a
competitive provider of the type of investments being purchased; and
(3) If the District uses an agent to conduct the bidding process,
the agent did not bid to provide the investment.
(iii) The winning bid must meet the following requirements:
(1) Guaranteed investment contracts. If the investment is a
guaranteed investment contract, the winning bid is the highest yielding
bona fide bid (determined net of any broker's fees).
(2) Other Nonpurpose Investments. If the investment is not a
guaranteed investment contract, the following requirements are met:
(A) The winning bid is the lowest cost bona fide bid
(including any broker's fees). The lowest bid is either the lowest
cost bid for the portfolio or, if the District compares the bids on an
investment-by-investment basis, the aggregate cost of a portfolio
comprised of the lowest cost bid for each investment. Any payment
received by the District from a provider at the time a guaranteed
investment contract is purchased (e.g., an escrow float contract) for a
yield restricted defeasance escrow under a bidding procedure
meeting these requirements is taken into account in determining the
lowest cost bid.
(B) The lowest cost bona fide bid (including any broker's
fees) is not greater than the cost of the most efficient portfolio
comprised exclusively of State and Local Government Series
Securities from the United States Department of the Treasury,
Bureau of Public Debt. The cost of the most efficient portfolio of
State and Local Government Series Securities is to be determined at
the time that bids are required to be submitted pursuant to the terms
of the bid specifications. If such State and Local Government Series
Securities are not available for purchase on the day that bids are
required to be submitted because sales of those securities have been
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l:.
...,I
suspended, the cost comparison described in this paragraph is not
required.
(iv) The provider of the investments or the obligor on the guaranteed
investment contract certifies the administrative costs that it pays (or expects to
pay) to third parties in connection with supplying the investment.
( d) The District shall retain certificates and records documenting compliance
with the above requirements until three years after the last outstanding Series 2009 Bond
is redeemed including, but not limited to, the following:
(i) For purchases of guaranteed investment contracts, a copy of the
contract, and for purchases of Nonpurpose Investments other than guaranteed
investment contracts, the purchase agreement or confirmation;
(ii) The receipt or other record of the amount actually paid by the
District for the investments, including a record of any administrative costs paid by
the District and the certification required in paragraph (c)(iv) above;
(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results;
(iv) The bid solicitation form and, if the terms of the purchase agreement
or the guaranteed investment contract deviated from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and stating
the purpose for the deviation; and
(v) For purchase of Nonpurpose Investments other than guaranteed
investment contracts, the cost of the most efficient portfolio of State and Local
Government Series Securities, determined at the time that the bids were required
to be submitted.
SECTION 5. MODIFICATION UPON RECEIPT OF BOND
COUNSEL OPINION. Notwithstanding any provision of this Statement, if the District
shall receive an opinion of Bond Counsel that any specified action required under this
Statement is no longer required or that some further or different action is required to
maintain or assure the exclusion from federal gross income of interest with respect to the
Series 2009 Bond, the District may conclusively rely on such opinion in complying with
the requirements of this Statement and the covenants herein shall be deemed to be
modified to that extent. This Statement shall be amended or modified by the parties
hereto in any manner which is necessary to comply with such regulations as may be
promulgated by the United States Treasury Department from time to time.
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If'.
SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to
perform the calculations required by the Code and the Regulations, it is necessary to track
the investment and expenditure of all Gross Proceeds. To that end, the District must
adopt reasonable and consistently applied methods of accounting for all Gross Proceeds.
Appendix I hereto sets forth a description of the required allocation and accounting rules
with which the District agrees to comply.
SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS.
Except as otherwise provided in this Section 7, an allocation of Gross Proceeds to a
payment or receipt on a Nonpurpose Investment is not adjusted to take into account any
costs or expenses paid, directly or indirectly, to purchase, carry, sell or retire the
Nonpurpose Investment (administrative costs). Thus, administrative costs generally do
not increase the payments for, or reduce the receipts from, Nonpurpose Investments.
In determining payments and receipts on Nonpurpose Investments, Qualified
Administrative Costs are taken into account by increasing payments for, or reducing the
receipts from, the Nonpurpose Investments. Qualified Administrative Costs are
reasonable, direct administrative costs, other than carrying costs, such as separately stated
brokerage or selling commissions, but not legal and accounting fees, recordkeeping,
custody and similar costs. General overhead costs and similar indirect costs of the
District such as employee salaries and office expenses and costs associated with
computing Rebatable Arbitrage are not Qualified Administrative Costs.
Allocation and accounting rules are provided in Appendix I attached hereto.
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APPENDIX I
ALLOCATION AND ACCOUNTING RULES
(a) General Rule. Any issuer may use any reasonable, consistently applied
accounting method to account for Gross Proceeds, investments and expenditures of an
issue. An accounting method is "consistently applied" if it is applied uniformly within a
Fiscal Period (as hereinafter defmed) and between Fiscal Periods to account for Gross
Proceeds of an issue and any amounts that are in a commingled fund.
(b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only
one issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as
Proceeds only when those amounts (i) are allocated to an expenditure for a governmental
purpose; (ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii)
cease to be allocated to that issue at retirement of the issue or under the Universal Cap.
(c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of
a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for
that Nonpurpose Investment in an amount greater than, or to a receipt from that
Nonpurpose Investment in an amount less than, the Fair Market Value of the Nonpurpose
Investment as of the purchase or sale date. The Fair Market Value of a Nonpurpose
Investment is adjusted to take into account Qualified Administrative Costs allocable to
the investment. Thus, Qualified Administrative Costs increase the payments for, or
decrease the receipts from, a Nonpurpose Investment.
( d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting
methods for allocating funds from different sources to expenditures for the same
governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first"
method, a "first-in-fust-out" method or a ratable allocation method, so long as the method
used is consistently applied. An allocation of Gross Proceeds of an issue to an
expenditure must involve a current outlay of cash for a governmental purpose of the
issue. A current outlay of cash means an outlay reasonably expected to occur not later
than five banking days after the date as of which the allocation of Gross Proceeds to the
expenditure is made.
(e) Commingled Funds. Any fund or account that contains both Gross
Proceeds of an issue and amounts in excess of$25,000 that are not Gross Proceeds of that
issue if the amounts in the fund or account are invested and accounted for collectively,
without regard to the source of the funds deposited therein, constitutes a "commingled
fund." All payments and receipts (including deemed payments and receipts) on
investments held by a commingled fund must be allocated (but not necessarily
distributed) among each different source of funds invested in the commingled fund in
accordance with a consistently applied, reasonable ratable allocation method. Reasonable
A-16
16C
r::
...I
ratable allocation methods include, without limitation, methods that allocate payments
and receipts in proportion to either (i) the average daily balances of the amounts in the
commingled fund from each different source of funds during any consistent time period
within its fiscal year, but at least quarterly (the "Fiscal Period"); or (ii) the average of the
beginning and ending balances of the amounts in the commingled fund from each
different source of funds for a Fiscal Period that does not exceed one month.
Funds invested in the commingled fund may be allocated directly to expenditures
for governmental purposes pursuant to a reasonable consistently applied accounting
method. If a ratable allocation method is used to allocate expenditures from the
commingled fund, the same ratable allocation method must be used to allocate payments
and receipts on investments in the commingled fund.
Generally a commingled fund must treat all its investments as if sold at Fair
Market Value either on the last day of the fiscal year or on the last day of each Fiscal
Period. The net gains or losses from these deemed sales of investments must be allocated
to each different source of funds invested in the commingled fund during the period since
the last allocation. This mark-to-market requirement does not apply if (i) the remaining
weighted average maturity of all investments held by a commingled fund during a
particular fiscal year does not exceed 18 months, and the investments held by the
commingled fund during that fiscal year consist exclusively of obligations; or (ii) the
commingled fund operated exclusively as a reserve fund, sinking fund or replacement
fund for two or more issues of the same issuer. Subject to the Universal Cap limitation,
and the principle that amounts are allocable to only one issue at a time as Gross Proceeds,
investments held by a commingled fund must be allocated ratably among the issues
served by the commingled fund in proportion to either (i) the relative values of the bonds
of those issues; (ii) the relative amounts of the remaining maximum annual debt service
requirements on the outstanding principal amounts of those issues; or (iii) the relative
original stated principal amounts of the outstanding issues.
(f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable
to an issue are allocated (and remain allocated) to the issue only to the extent that the
Value of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed
the Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to
Gross Proceeds in a bona fide debt service fund for an issue are not taken into account in
determining the Value of the Nonpurpose Investments, and those Nonpurpose
Investments remain allocated to the issue. To the extent that the Value of the
Nonpurpose Investments allocable to the Gross Proceeds of an issue exceed the Value of
all outstanding bonds of that issue, an issuer should seek the advice of Bond Counsel for
the procedures necessary to comply with the Universal Cap.
(g) Expenditure for Working Capital Purposes. Subject to certain exceptions,
the Proceeds of an issue may only be allocated to "working capital expenditures" as of
A-17
16C
1'.::
.J
any date to the extent that those expenditures exceed "available amounts" as of that date
(i.e., "proceeds-spent-Iast").
For purposes of this section, "working capital expenditures" include all
expenditures other than "capital expenditures." "Capital expenditures" are costs of a type
properly chargeable (or chargeable upon proper election) to a capital account under
general federal income tax principles. Such costs include, for example, costs incurred to
acquire, construct or improve land, buildings and equipment having a reasonably
expected useful life in excess of one year. Thus, working capital expenditures include,
among other things, expenditures for current operating expenses and debt service.
For purposes of this section, "available amount" means any amount that is
available to an issuer for working capital expenditure purposes of the type financed by
the issue. Available amount excludes Proceeds of the issue but includes cash,
investments and other amounts held in accounts or otherwise by an issuer for working
capital expenditures of the type being financed by the issue without legislative or judicial
action and without a legislative, judicial or contractual requirement that those amounts be
reimbursed. Notwithstanding the preceding sentence, a "reasonable working capital
reserve" is treated as unavailable. A working capital reserve is reasonable if it does not
exceed five percent of the actual working capital expenditures of an issuer in the fiscal
year before the year in which the determination of available amounts is made. For
purpose of the preceding sentence only, in determining the working capital expenditures
of an issuer for a prior fiscal year, any expenditures (whether capital or working capital
expenditures) that are paid out of current revenues may be treated as working capital
expenditures.
The proceeds-spent-last requirement does not apply to expenditures to pay (i) any
Qualified Administrative Costs; (ii) fees for qualified guarantees of the issue or payments
for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on
the Issue Date and ending on the date that is the later of three years from the Issue Date
or one year after the date on which the financed project is placed in service; (iv) the
United States for yield reduction payments (including rebate payments) or penalties for
the failure to meet the spend down requirements associated with certain spending
exceptions to the rebate requirement; (v) costs, other than those described in (i) through
(iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are
directly related to capital expenditures financed by the issue (e.g., initial operating
expenses for a new capital project); (vi) principal or interest on an issue paid from
unexpected excess sale or Investment Proceeds; (vii) principal or interest on an issue paid
from investment earnings on a reserve or replacement fund that are deposited in a bona
fide debt service fund; and (viii) principal, interest or redemption premium on a prior
issue and, for a crossover refunding issue, interest on that issue. Notwithstanding the
preceding paragraph, the exceptions described above do not apply if the allocation merely
A-I8
16C 5
substitutes Gross Proceeds for other amounts that would have been used to make those
expenditures in a manner that gives rise to Replacement Proceeds.
A-I9
16C5
EXHIBIT B
FINANCIAL ADVISOR'S CERTIFICATE
The undersigned, acting on behalf of Public Financial Management, Inc., Financial
Advisor with respect to the $11,727,488.80 Collier County Water-Sewer District Water
and Sewer Refunding Revenue Bond, Series 2009 (the "Series 2009 Bond"), hereby
certifies to Collier County Water-Sewer District (the "District") that:
1. The funding of the Reserve Account, as described in the District's
Certificate as to Arbitrage and Certain Other Tax Matters to which this certificate is
attached (the J'Arbitrage Certificate"), together with surety bonds on deposit therein, are
in an amount equal to the Reserve Account Requirement for the Bonds, was a vital factor
in marketing the Series 2009 Bond, facilitates the marketing of the Series 2009 Bond at
an interest rate comparable to that of other bond issues of a similar type and is reasonably
required.
2. The 2009 Bond Yield as described in the Arbitrage Certificate to which this
Certificate is attached is accurate as of the date hereof.
We understand that the representations set forth above are being relied on by the
District in the District's Arbitrage Certificate. Capitalized terms not otherwise defined in
this Certificate shall have the meanings set forth in the Arbitrage Certificate.
Dated: October 8, 2009
PUBLIC FINANCIAL MANAGEMENT,
INC.
S "7
By: c::..- - - ~ _
Authorized Signatory
B-1
16C 5
CERTIFICATE AS TO SPECIMEN BOND
I, Derek M. Johnssen, the undersigned Deputy Clerk of the Board of County
Commissioners of Collier County, Florida and Ex-Officio Deputy Clerk of the Governing
Board of the Collier County Water-Sewer District (the "District") DO HEREBY
CERTIFY that attached hereto as Exhibit A is a specimen of the $11,727,488.80 Collier
County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009,
dated as of October 8, 2008, in fully registered form, which specimen is identical in all
respects with said Collier County Water-Sewer District Water and Sewer Refunding
Revenue Bond, Series 2009 this day delivered to the initial purchaser thereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 8th day of
October, 2009.
~ C
Dep Clerk of the Board of County
Commissioners of Collier County, Florida and
Ex-Officio Deputy Clerk of the Governing
Board of the Collier County Water-Sewer
District
~.__."-~. - "'1'_ _~'o ".~-'..-..'"
16C 5
No. R-l
$11,727,488.80
~TEDSTATESOFAMERlCA
STATE OF FLORIDA
COLLIER COUNTY WATER-SEWER DISTRICT
WATER AND SEWER REFUNDING REVENUE BOND,
SERIES 2009
./
,,/f; ~;~~',~~j:!2:l~!~?Y?-~~;~~0f\\,
Interest Rate
Maturity Date
Date of
Original Issue
'::~-~
CUS>-
.~..: >~one
':/:-~lIL"'(C'
,.
2.97%
July 1,2016
October 8,}009
4~.i~
';,,',;.,!I.
The Collier County Water- r Dis . , a political subdivision created and
existing under and by virtue of t laws the State of Florida (the "Issuer"), which is
located in Collier County, Flori for v ue received, hereby promises to pay, solely
from the Pledged Funds h einafte bed, to the Registered Holder identified above,
or registered assigns as er inafter provided, on the Maturity Date identified above, or
upon earlier mandat e p . on as provided below, the Principal Amount identified
above and to pay intere n ch Principal Amount from the Date of Original Issue
identified abov from th ost recent interest payment date to which interest has been
paid at the I res ate per annum identified above on January 1 and July 1 of each year
(the "Interest es"), commencing January 1, 2010, until such Principal Amount shall
have en paid.' rest shall be calculated on the basis of a 360-day year consisting of
twe e -day months.
RED TWENTY-SEVEN
IGHTY-EIGHT AND 80/100
Registered Holder: JPMORGAN CHASE B~ N.A.
Principal Amount: ELEVEN MILLION
THOUSAND FOUR
DOLLARS
Suc Principal Amount and interest on this Bond are payable in any coin or
currenc' of the United States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and private debts. Such Principal
Amount on this Bond is payable upon presentation and surrender at the office of the
Clerk of the Board of County Commissioners of Collier County, Florida and Ex-Officio
Clerk of the Governing Board of the Issuer (the "Clerk"), as Paying Agent. Payment of
each installment of interest shall be made to the person in whose name this Bond shall be
registered on the registration books of the Issuer maintained by the Clerk, as Registrar, at
the close of business on the date which shall be the fifteenth day (whether or not a
business day) of the calendar month next preceding each Interest Date and shall be paid
16C 5
by check or draft or bank wire transfer to such Registered Holder at the address appearing
on such registration books.
This Bond is issued for the principal purpose of refunding all of the outstanding
Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series
1999B, under the authority of and in full compliance with the Constitution an~laws of
the State of Florida, particularly Chapter 78-489, Laws of Florida, as am ed and
supplemented, in particular by Chapter 88-499, Laws of Florida, and O!b~l.~l'p',.:,.able
provisions of law (the "Act"), and Resolution No. CWS-85-5 dulyadopt€[i'Qy;fBe'lJ6ard
of County Commissioners of Collier County, Florida, acting as the Govemirl~~oard of
the Issuer, on July 30, 1985, as restated, amended and supplem 'ed (collectlVely, the
"Resolution"), and is subject to all the terms and conditions Of,~ ilu,n.
This Bond and the interest hereon are payable sO~!ily from a" '7,-~ecured by a lien
upon and a pledge of (i) the Net Revenues (as defined ..(%> e Resolution) to be derived
from the operation of the Issuer's water and sewer system "System"), (ii) the System
Development Fees (as defmed in the Resolution),~ ',,. pial Assessment Proceeds
(as defined in the Resolution), and (iv) until applied acc dance with the provisions of
the Resolution, all moneys, including inve ents ther , in certain funds and accounts
established by the Resolution (collectively, "Pledged Funds"), subject in each case to
the application thereof for the pu oses an the conditions permitted by the
Resolution. It is expressly agreed e Registe ed Holder of this Bond that the full faith
and credit of Collier County, Flo (the" ounty") is not pledged to the payment of the
principal of and interest on this d an at such Holder shall never have the right to
require or compel the exer . e of a mg power of the County to the payment ;of such
principal and interest. e suer has no ad valorem taxing power. This Bond and the
obligation evidenced/ sh I not constitute a lien upon the System or any other
property of the Issuer or ounty, but shall constitute a lien only on, and shall be
payable solely , the PI ged Funds in accordance with the terms of the Resolution.
This Bond Cl on parity as to the lien on and pledge of the Pledged Funds with the
outstanding Co County Water-Sewer District Water and Sewer Refunding Revenue
Bonds eries 19 , the Collier County Water-Sewer District Taxable Water and Sewer
Re din evenue Bonds, Series 2003A, the Collier County Water-Sewer District
Wa ewer Refunding Revenue Bonds, Series 2003B and the Collier County
Water-S r District Water and Sewer Revenue Bonds, Series 2006. The Issuer may
issue other obligations on parity with this Bond as provided in the Resolution.
Neither the members of the governing board of the Issuer nor any person
executing this Bond shall be liable personally hereon or be subject to any personal
liability or accountability by reason of the issuance hereof.
This Bond is transferable in accordance with the terms of the Resolution only
upon the books of the Issuer kept for that purpose by the Registered Holder hereof in
2
16C 5
person or by his attorney duly authorized in writing, upon the surrender of this Bond
together with a written instrument of transfer satisfactory to the Registrar duly executed
by the Registered Holder or his attorney duly authorized in writing. The Issuer, the
Registrar and any Paying Agent may treat the Registered Holder of this Bond as the
absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and
shall not be affected by any notice to the contrary. ,,(
This Bond is not subject to optional redemption prior to maturity. '"
/ ~:~.; ;-'~t:;:~T~~r?'tT~~~:~;:>'I'~;>~
This Bond is subject to mandatory sinking fund redemption by operation of the
Terms Bonds Redemption Account in the Sinking Fund, prior t / aturity, ~'y)uly 1,
2010 and on each July 1 thereafter, at a redemption price equal t e", lripal amount of
such Bond or portions thereof to be redeemed, plus interest accru . re9A to the date of
redemption, on July 1, in the following years and inAhe follc,;ng Sinking Fund
.:t~ .1
Installments: ~'f~~""
\~ '\'1;':""'-.. .
.,~.~.,
Year Sinkin hi tal """ents
lilIi.
No no
mandatory .
2010
2011
2012
2013
2014
2015
16*
$1,569, .50
1,569,157.30
18,936.20
1,672,043.70
1,720,093.30
1,760,930.10
1,817,004.70
rede tion shall be required to be given with respect to the
nd redemption provisions set forth above.
Sec
e Issuer s designated this Bond as a "qualified tax-exempt obligation" under
)(3) of the Internal Revenue Code of 1986, as amended.
e ence to the Resolution and any and all resolutions supplemental thereto and
modifica . ons and amendments thereof and to the Act is made for a description of the
pledge and covenants securing this Bond, the nature, manner and extent of enforcement
of such pledge and covenants, the rights, duties, immunities and obligations of the Issuer.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond, exist,
have happened and have been performed, in regular and due form and time as required by
3
...~~.-... 't"'V""17
16C '5
the Act, and that the issuance of this Bond does not violate any constitutional or statutory
limitations or provisions.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the Collier County Water-Sewer District.J~ issued
this Bond and has caused the same to be executed by the manual si~attJ.~~f the
Chairman of the Board of County Commissioners of Collier County, Floij~~:aracti1ig as
the Ex-Officio Chairman of the Governing Board of the Issuer and by~"c'tbe manual
signature of the Clerk of the Board of County Commissioners of C . er Coun~lorida,
acting as the Ex-Officio Clerk of the Governing Board of the I~ a' i) corporate seal
to be affixed hereon.
.~--"..' .. ~. .^"
COLLIER CO
DISTRICT
Jk
(SEAL)
, '
Chao of the Board of County
(. .. . Commi ioners of Collier County, Florida,
~. g as the Ex-Officio Chairman of the
ve~g ~oard of the Collier County Water-
. ewer Dlstnct
4
16C 5
CERTIFICATE OF AUTHENTICATION
This Bond is the Collier County Water-Sewer District Water and Sewer Refunding
Revenue Bond, Series 2009 described in the within-mentioned Resolution.
DATE OF AUTHENTICATION:
()C701!Et? 3, zC07
^~=~
,\i-A:i'-i;~~;~:,...::;t~>~_':-,",-l-V::':'/,,:i~t;~
'-,
CLERK OF THE BO~ OF'<'WUNTY
CO:MMISSIONER ~" OOLLIER
COUNTY, FLORI . . I G AS THE
EX-OFFICO CLE. ;'-OF THE
GOVERNINGOARD o~4fHE COLLIER
COUNTY W A -SEWER DISTRICT
o
5
16C 5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee .~
(Name and Address of ASSignee)."1;~;:'2:;fL;)':~;'A
't''lb.. .
Y
the within Bond and does hereby irrevocably constitute and ap'
, as attorneys to register 'j..:tra" er of the said
Bond on the books kept for registration thereof with filJ{ power df'i,:s1.ibstitution in the
Premises. If;t~..
.~il;Jf
Signature guaranteed:
../ii-
I
Dated:
NOTICE: Signature must be gua
an institution which is a particip
Securities Transfer A t
Program (STAMP) or si
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the
face of the within bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
6
16C 5
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
..,~~~'"
JT TEN -- as joint tenants with right of
survivorship and not as tenants
III common
Additional abbreviations may also be
, :~."
~.
"~
'Y
UNIF TRANS MIN ACT -
,)
,..:"
(Cust. )
Custodian for
under Uniform Transfers to Minors Act of
7
16C 5
ADDITIONAL BONDS CERTIFICATE
I, Donna Fiala, Chairman of the Board of County Commissioners of Collier
County, Florida and Ex-Officio Chairman of the Governing Board of the Collier County
Water-Sewer District (the "District"), being a person duly charged, together with others,
with the responsibility for issuing the $11,727,488.80 Collier County Water-Sewer
District Water and Sewer Refunding Revenue Bond, Series 2009 (the "Series 2009
Bond") dated as of October 8, 2009 and being issued this day, HEREBY CERTIFY that,
in accordance with Section 6.02 of Resolution No. CWS-85-5 adopted by the Governing
Board of the District on July 30, 1985, as restated, amended and supplemented
(collectively, the "Resolution"), the issuance of the Series 2009 Bond will not result in an
increase in the aggregate amount of principal of and interest on the Outstanding Bonds
(as defined in the Resolution) becoming due in the current Bond Year (as defined in the
Resolution) and all subsequent Bond Years. See Schedule I attached hereto.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 8th day of
October, 2009.
COLLIER COUNTY WATER-SEWER
DISTRICT
By:
~)~
Chairm, Board of County
Commissioners of Collier County,
Florida, as the Ex-Officio Chairman of
the Governing Board of the Collier
County Water-Sewer District
Approved as to form
and legal sufficiency:
Proof of Debt Service Savings
SAVINGS
Collier County Water-Sewer District (Florida)
Current Refunding of Series 1999B Bonds
Final Numbers (2.97% Interest Rate)
JPMorgan Chase Bank, N.A.
Present Value
Prior Refunding to 10/0812009
Date Cash Flow Debt Service Savings @ 2.9707616%
07/0112010 1.896,926.77 1,823,780.69 73,146.08 72,861.74
07/0112011 1,970,978.76 1,870,854.80 100,123.96 96,443.11
07/0112012 1,974,153.76 1,874,029.74 100,124.02 93,502.1 0
07/0112013 1,979,178.76 1,879.054.84 100,123.92 90,639.32
07/0112014 1,977,568.76 1,877,444.74 100,124.02 87,831.46
07/0112015 1,967,318.76 1,867,194.76 100,124.00 85,064.91
07/0 1/20 16 1.971.093.76 1.870.969.74 100.124.02 82.356.01
13,737,219.33 13,063,329.31 673,890.02 608,698.65
Savings Summary
P V of savings from cash flow
Plus: Refunding funds on hand
608,698.65
87.69
Net PV Savings
608,786.34
16C 5
Schedule 1
16C
5
Dwight E. Brock
Clerk of Courts
C \... "~
~etl~ty=pTe llier
CLERK OF THE t~RC IT COURT
COLLIER COUNTY ,COUR HOUSE
3301 TAMIAMI mIL EAsT
P.O. BOX 413044\
NAPLES, FLORIDA14101-3~44
v .
V~J
-j.'C,'
'.
'?..)
Clerk of Courts
Accountant
Auditor
Custodian of County Funds
October 5,2009
FUNDING INSTRUCTION LETTER
Amy Paske
Credit Support Coordinator
JPMorgan Chase Bank, N.A.
41 04 Vestal Road, Suite 202
Vestal, New York 13850
Re: $11,727,488.80 Collier County Water-Sewer District Water and
Sewer Refunding Revenue Bond, Series 2009
Dear Amy:
For our Bond referenced above, dated October 8, 2009, m the amount of
$11,727,488.80, please wire the proceeds as follows:
Amount: $11,686,441.87
Bank Name: U.S. Bank National Association
ABA: 091 000022
Account Number: 180121167365
Amount: $41,046.93
Bank Name: Fifth Third Bank
ABA: 042000314
Account Number: 113-8577
If there are any questions, please contact the undersigned.
NTY, FLORIDA
By: <--
Name: erek M. Johnssen
Title: Deputy Clerk
Phone: 239/774-8350
Phone (239) 252-2646
Website: www.collierclerk.com
Fax (239) 252-2755
Email: collierclerk@collierclerk.com
I
I
16C
5
COllIER COUNTY
OFFICE OF THE COUNTY MANAGER
3301 East Tamiami Trail- Naples, Florida 34112 - (239) 252-8383 - FAX: (239) 252-4010
September 29,2009
U. S. Bank National Association
Attn: Timothy P. Miller
200 South Biscayne Boulevard, Suite 1870
Miami, Florida 33131
Re: Collier County Water-Sewer District Water and Sewer Refunding
Revenue Bond, Series 1999B (the "Bonds")
Dear Mr. Miller:
You are hereby directed to subscribe for U. S. Treasury State and Local
Government Series ("SLGS") securities pursuant to instructions provided by our financial
advisor, Public Financial Management, Inc. The SLGS are to be issued on October 8,
2009 and are to be issued in the name of the Collier County Water-Sewer District, using
the following Tax Identification Number: 59-6000558.
This is to certify that, in connection with the above captioned issue of Bonds the
Issuer has not (i) purchased or directed U.S. Bank National Association to subscribe for
or purchase SLGS with any amount received from the sale or redemption (at the option of
the holder) before maturity of any marketable security (including, but not limited to, any
securities held in any debt service fund or debt service reserve fund established with
respect to bonds being refunded) if the yield on such SLGS exceeds the yield at which
such marketable security is sold or redeemed nor (ii) invested (or directed U.S. Bank
National Association to invest) any amount received from the redemption before maturity
of a Time Deposit security (other than a Zero Percent Time Deposit security) at a yield
that exceeds the yield that is used to determine the amount of redemption proceeds for
such Time Deposit security.
Very truly yours,
COLLIER COUNTY WATER-SEWER DISTRlCT
B~~4-
N e: ames V. Mudd
Title: County Manager
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
If Amended Return, check here ~ 0
2 Issuer's employer identification number
59 : 6000558
Room/suite 4 Report number
3 01
Form 8038-G
(Rev, November 2000)
1
Issuer's name
Collier County Water-Sewer District (Florida)
Number and street (or P.O. box if mail is not delivered to street address)
3301 East Tamiami Trail
City, town, or post office, state, and ZIP code
Naples, Florida 34112
Name of issue
Collier County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009
Name and title of officer or legal representative whom the IRS may call for more information 10
Steven E. Miller, Esq., Bond Counsel
e of Issue (check a
o Education
o Health and hospital
o Transportation .
o Public safety.
o Environment (including sewage bonds)
o Housing .
III Utilities
o Other. Describe ~
If obligations are TANs or RANs, check box ~ 0 If obligations are BANs. check box ~ 0
If obli ations are in the form of a lease or installment sale, check box ~ 0
Descri tion of Obli ations. Com lete for the entire issue for which this form is bein
3
5
16C 5
OMS No. 1545-0720
6 Date of issue
10/8/2009
7
8 CUSIP number
N/A
Telephone number of offICer or legal representative
( 813 ) 281-2222
licable box(es) and enter the issue rice) See instructions and attach schedule
11
12
13
14
15
16
17
18
Proceeds used for accrued interest .
Issue price of entire issue (enter amount from line 21, column (b)) .
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28) .
Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here) .
Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded . ~
Enter the remaining weighted average maturity of the bonds to be advance refunded . ~
Enter the last date on which the refunded bonds will be called . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue. check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(lIl) (small issuer exception), check box
If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box
If the issuer has identified a hed e, check box
9
11
12
13
14
15
16
17
18
19
20
(e) Stated redemption
price at maturity
(d) Weighted
average maturity
(b) Issue price
7/1/2016 $11,727,488.80
Uses of Proceeds of Bond Issue
22
23
24
25
26
27
28
29
30
24
25
26
27
28
41,046.93
-0-
-o-
11,686,441.87
-0-
31
32
33
34
35
36a
b
37
b
11,727,488.80
(e) Yield
2.970762 %
-0-
11,727,488.80
11,727,488.80
-0-
3.9293 years
N/Ayears
1119/2009
4/6/1999
N/A
N/A
N/A
38
39
40
Sign
Here
Date
~1lJ
~O
~O
perju . I declare that I have examined this return and accompanying schedules and statements. and to the best of my knowledge
e true correct. and complete.
Derek Johnssen, Deputy Clerk of the Board
of County Commissioners and Ex -Officio
~ Deputy Clerk of the District
, Type or print name and title
Cat. No. 63173S Form 8038-G (Rev. 11-2000)
10/8/2009
For Paperwork ReCluction Act Notice, see page 2 of the Instructions.
*
001J.Q nnance - LOCal .tSon<1 Momtonng: .Print Form
NAME OF GOVERNMENTAL UNIT
Collier County Water-Sewer District
MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER
Address(1) 3301 East Tamiami Trail
Address(2)
City Naples
State FL
Zip 34112
COUNT(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDlCfION
Collier
TYPE OF ISSUER
Dependent Special District
Is THE ISSUER A COMMUNITY DEVELOPMENT DISTRICT? [J
ISSUE NAME
AMOUNT
Collier County Water-Sewer
District Water and Sewer
Refunding Revenue Bond,
Series 2009
$11,727,488.80
AMOUNT AUTHORIZED
$12,000,000.00
DATED DATE (MMlDD/YYYY)
10/08/2009
SALE DATE (MMlDD/YYYY)
10/08/2009
DELIVERY DATE (MMlDD/YYYY)
10/08/2009
LEGAL AUTHORITY FOR ISSUANCE
Chapters 78-449 and 88-499, Laws of Florida
TYPE OF ISSUE
Revenue
Is THIS A PRNATE ACTIVITY BOND (PAB)?
Did This Issue Receive a PAB Allocation? []
Amount of Allocation
$0.00
SPECIFIC REVENUES(S) PLEDGED
Primary
Other
Secondary
Other
Net Revenues of utility system
https://bondissue.sbafla.comlprint.aspx?print_id=2328
INTEREST
CALCULA nON
Arbitrage
Yield
-,-,.,~-~",~.__ r .. J _,,~,,~....,_
16P~e I 05
YIELD
2.97
10/2/2009
DUUU I'manCe - Local J:jona lVlomtonng: .Pnnt .Form
PURPOSE(S) OF THE ISSUE
Primary
Refunding
Secondary
Page 2 of5
16 C \ !" 5
Other
Is THIS A REFUNDING ISSUE? ,.
ISSUE NAME
DATE
ORIGINAL PAR VALUE P AR VALUE REFUNDED
Collier County Water-
SsewerR Disftricdt. waRter and 4/6/1999 $22,855,000.00 $11,450,000.00
ewer e un rng evenue
Bonds, Series 1999B
REFUNDED DEBT HAs BEEN
Defeased
DID THE REFUNDING ISSUE CONTAIN NEW MONEY? III
APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
TYPE OF SALE
Negotiated
INSURANCEfENHANCEMENTS
No Credit Enhancement
RATING(S)
Moody's
NR
S&P
NR
Fitch
NR
Other
DEBT SERVICE SCHEDULE PROVIDED BY
E-mail
OPTIONAL REDEMPTION PROVISIONS PROVIDED BY
E-mail
PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER
Underwriter JPMorgan Chase Bank
Address(1) 420 S. Orange Ave.
Address(2)
City
State
Zip
Orlando
FL
32801
CO-Underwriter None
https:/lbondissue.sbafla.comlprint.aspx?print_id=2328
10/2/2009
nona .nnance - Localtsona Momtonng: Pnnt .Form
Page 3 of 5
16C 5
Address( 1 )
Address(2)
City
State
Zip
PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ArrORNEY OR FINANCIAL CONSULTANT WHO ADVISED
THE UNIT OF LOCAL GOVERNMENT WITH RESPECf TO THE BOND ISSUE.
Bond Counsel
Address(l )
Address(2)
City
State
Zip
Nabors, Giblin & Nickerson
2502 Rocky Point Drive
Su ite 1060
Tampa
FL
33607
CO-Bond Counsel None
Address(l )
Address(2)
City
State
Zip
Financial Advisor/Consultant Public Financial Management, Inc.
Address(l) 2121 Ponce De Leon Blvd.
Address(2) Suite 510
City Coral Gables
State FL
Z~ 33134
CO-Financial Advisor/Consultant None
Address(l )
Address(2)
City
State
Zip
Other Professionals
Edwards Angell Palmer & Dodge LLP - Bank Counsel
One North Clematis St
Suite 400
West Pal m Beach
FL
33401
Address(1 )
Address(2)
City
State
Zip
PAYING AGENT
Collier County
REGISTRAR
Collier County
BF2004-A AND BF2004-B
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant
to Section 154 Part III, Sections 159 Parts II, III, or V; or Section 243 Part I, Florida Statutes.
HAs ANY FEE, BONUS, OR GRATUITY BEEN PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANy PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH
UNDERWRITER OR CONSULTANT? IF YES, PLEASE PROVIDE THE FOLLOWING INFORMATION WITH RESPECT
TO EACH SUCH UNDERWRITER OR CONSULTANT.
https:llbondissue.sbafla.com/print.aspx?print_id=2328
1 0/2/2009
twna 1'1llance - Local tlond Momtoring: Print Form
16 Cage,f5
HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ArrORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE
THE TOTAL FEES PAID TO APPLICABLE PARTICIPANTS.
Total Bond Counsel Fees Paid
$15,000.00
Total Financial Advisor Fees Paid
$8,209.24
Other Fees Paid
COMPANY NAME
FEE PAID
SERVICE PROVIDED OR
FuNcrION SERVED
Edwards Angell Palmer &
Dodge LLP
$5,000.00
Bank Counsel
FILING OF THIS FORM HAS BEEN AUTHORIZED BY THE OFFICIAL OF THE ISSUER IDENTIFIED BELOW
Name
Donna Fiala, Chair Board of County Commissioners
Title
Chief Executive Officer
FEES CHARGED BY UNDERWRITER
Management Fee (Per Thousand Par Value)
o
Private Placement Fee
o
UNDERWRITER'S EXPECTED GROSS SPREAD (PER THOUSAND PAR VALUE)
o
FOR ADDITIONAL INFORMATION, THE DIVISION OF BOND FINANCE SHOULD CONTAcr:
Name Steven E. Miller
Title Bond Counsel
Phone 813-812-2222
Company Nabors Giblin & Nickerson, P.A
Address(l) 2502 Rocky Point Drive
Address(2) Suite 1060
City Tampa
State FL
Zip 33607
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (IF DIFFERENT FROM ABOVE)
Name Same
Title
Phone
Company
Address(I)
Address(2)
City
State
Zip
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following
information:
https:/lbondissue.sbafla.comJprint.aspx?print_id=23 2 8
10/2/2009
Hond .t'mance - Local Bond Monitoring: Print Form
16 Gage 5f5
IF THE ISSUER IS REQUffiED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC
RULE 15c2-12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR Fll..ING
DEADLINE? 1'1
ON WHAT DATE IS THE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED? (MM/DD)
PROVIDE THE FOLLOWING INFORMATION REGARDING THE PERSON(S) RESPONSffiLE FOR Fll..ING CONTINUING
DISCLOSURE INFORMATION REQUIREDBY SEC RULE 15c2-12 AND THE CONTINUING DISCLOSURE
AGREEMENT (INCLUDING OTHER OBLIGATED PARTIES, IF APPROPRIATE).
Name
Title
Phone
Company
Address(l )
Address(2)
City
State
Zip
Fax
Email
https://bondissue.sbafla.com/print.aspx?print_id=2328
10/2/2009
16C 5
DISCLOSURE LETTER AND
TRUTH-IN-BONDING STATEMENT
October 8, 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 $11,727,488.80 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
16 C 5
Collier County Water-Sewer District
October 8, 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.
16e 5
Collier County Water-Sewer District
October 8, 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.
(d) No management fee will be charged by the Original Purchaser III
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).
(f) The name and address of the Original Purchaser is:
lPMorgan 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 6.73 years. The interest rate on the Bond is
2.97%. Total interest paid over the life of the Bond will be $1,335,840.51. 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 $1 ,940,899.11 (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:
. ,
~ep 11 2009 4:59PM
.J.P. Morgan
407-238-5444
16 C po15
- \\"
CHASE 0
September II, 2009 '
Collier County Water-Sewer District, Florida
Purchasing Director
Collier County Government Center
Purchasing Building
3301 East Tamiami 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: 9/1l!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 CotHer COWlty 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 ofholdi.g~ the loan in our own portfolio until maturity).
Please note that this Letter of Interest and the attached Summary of Terms 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 offacility. 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 fu.cility and
is subj ect to final credit approval. which has not yet Occurred.
In the event that a change in financial, 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 Swnmary
ofTenns 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 oflnterest expires
~ep 11 2009 5:00PM J_P_Mor~an 407-236-5444 ~ P-!i
automatically, without further act or condition and regardless of cause or circum.stance: at
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 COlmty with its financing needs. We believe that the attached
proposal provides the ratepayers of Collier County with the most flexible and cost-effective
way to mee1 its desired outcome, however. ifany part of this proposal does not meet with
the needs of the County, we would be wining to discuss mutually agreeable alternatives.
2
Sep 11 2009 5:00PM
J.P.Morgan
407-236-5444 16 C P'~
COLLIER COUNTY WATER-SEWER DISTRICT
Summary of Terms and Conditions
Septe1.nberll,2009
This Summary of Tenns and Conditions (the "Term Sheef') is intended as a proposal only
and not a commitment by JPMorgan Chase Bank" N.A. (1he "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:
Pmchaser:
PUIpOse of Issue:
Tax Status:
Repayment
Obligation:
Final Maturity,
Interest Payments
& Call Provisions:
Interest Rate:
Not to exceed $12,000,000 Collier County Water-Sewer District
loan.
IPMorgan Chase Bank, N.A. (the I~Bank")
To refund the Water and Sewer Refunding Revenue Bonds, Series
1999B and to pay the associated costs of issuance.
This loan will be designated by the District as "qualified tax-exempt
obligations" pursuant to the provisions of Section 265 of the Code
("Bank Qualified").
The principal and interest on the series 2009 Bond will be secured
equally and ratably with the Prior District Bonds by a pledge of and
lien upon (1) the Net Revenues of the Dis1rict's Water and Sewer
System and (2) certain charges imposed by the District on Persons
(as defined in the Resolution).
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 I, beginning on January 1,2010.
Interest is 10 be calculated on a 30/360 day basis. The 2009 Bond is
to be non-callable.
The Bond shall bear interest at a fixed rate until maturity at a rate
detennined by mutual agreement between the Purchaser and the
District on a date after the execution and delivery of a Commitment
Letter. The rates provided below are provided exclusively for
indicative purposes, based on market conditions as of September II,
2009. The actual rates of interest borne by the Bond will be set by
mutual agreement between JPMorgan Chase B~ N.A. and the
Collier County Water-Sewer District. In no event shall the fmal
3
Sep 11 2008 5:00PM
Repayment
Schedule:
Closing Date:
Fees and Expenses:
Bank. Counsel:
J.P.Horgan
16~4 5
407-238-5444
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 purposes, Chase
does not traditionaUy 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 mte on
this type of transaction).
$12,000,000 (initial estimate) Bank Qualified Tax Exempt
2.97% (non-ca'lable)
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 ofJocking in funds) plus ~5 basis points.
To be mutually agreed (but assumes annual principal and semi-
interest payments resulting in substantially level annual debt service
in the aggregate).
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.
The Issuer shall be responsible for reimbursing the Bank for
reasonable fees and expenses relatlf(l to the transaction, including but
not limited. to documentation review by Bank Counsel, estimated to
be $5,000, based on the scope of financing 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 inade .
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 ttansaction.
Richard J. Miller, P.A.
Edward Angell Palmer & Dodge LLP
One North Clematis Street, Suite 400
West Palm Beach, FI. 33401
Tel. # (561) 820-0274
FAX # (888) 325-9184
RMiller@eapdlaw.com
4
Sep 11 2009 5:00PM
J.P.Morc:;an
407-236-5444
16 C P.S
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 fonn acceptable to the Purchaser and its Counsel.
JPMorgan Chase
Contact Information:
Daniel McNamara
JPMorgan Chase
420 S. Orange Avenue
. Orlando, FL 32801
(407) 236-5449
Daniel.mcnamara@chase.com
Jeffrey Baker
JPMorgan Chase
270 Park Avenue
New York, NY 10017
(212) 270-0713
Je:ffrev.m.baker@chase.com
This Term Sheet Ia Intended fl1l an outline only and dtH!s not pUTpol1 to slmUffIITke all /.he condltion:r.
cDWma1ll.l, representatiolU, watTantlltS and other provb/oIU which will be contained In deflnlJIJIe kgal
documenilltlonfor theflllllnclng contemplated hereby. Any co1llllfitment of the Bank. J.s subject to creJJ/
approval and negotiation find execlltJon of dej1nidve legal dfH:umenttltlon Inform and substanCl!
satJsfactory to tile Bank and its counseL
5
Sep 11 2008 1:38PM
J.P.Mor~an
407-236-5444 16 G p.5
Attachment 1
Vendor Submlttal- 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 hiformation 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
ITB.
12. The mailing envelope must be addressed to:
Purchasing Director
Collier County Government Center
Purchasing Building
3301 East Tamlami 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 ooenlna date
and time. (Otherwise bid cannot be considered.)
ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND llTLE ON THE OUTSID~
OF THE COURIER PACKET.
~/~~
~ign.ture ilia .
, ;fV;:'
I
9-11-2009
Date
#09.5314
RBYiMd: April 2009
Sep 11 2009 1:39PM
J.P.Morgan
407-236-5444 16 C p.5
Attachment 2
Vendor Submittal - Bid Response Form
FROM: JPMorgan Chase
Board of County Commissioners
Collier County Government Center
Naples, Florida 34112
RE: BID No. 09-0314, 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 the 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 formal contract, to comply with the requirements in full in accordance with the
tenns, conditions and specifications denoted herein, according to the fOllOwing unit prices:
* * * SEE FOllOWING PAGES * * ·
Any discounts or terms must be shown on ~he Bid Response Fonn. 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 your 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 Diredor for approval
within fifteen (15) days after being notified of an award.
PLEASE SEE ATTACHED LETTER OF INTEREST
#09-5314
Revised: April 2009
2
Sep 11 2009 1:39PM
J.P.Mor~an
407-236-5444
16C3 5
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this _11_ day of
_September . 2009 in the County of _Orange " In the State of
_Florida_"
Firm's Complete Legal Name JPMoraan Chase
Address 420 S. Oranae Ave
City, 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
o . Limited Partnership
o General Partnership ~
/~7.&% ~
Daniel L. McNamara
J ~J//
I
Signature I Title
Type Name of Signature
Date
9-11-2009
******.A~&&l&&&**~*AA&AAAAA~.~***.~.*******""************A*.~AAAA~AA&""'**~.*******
Additional Contact Infonnatlon
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
l'109-5314
Revised: April 2009
3
$ep 11 2008 1:38PM
J.P.Mor~an
407-238-5444
16 C.4 5
~~
Adninishltive Services Division
PuR:hssing
Attachment 3
Affidavit for Claiming Status as a Local Business
ITB #;09-5314 (Check Appropriate Boxes Below) NOT APPLICABLE
state of Florida (Select County if Vendor is described as a Local Business
D 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 X.I of the Callier 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 .services to be purchased, and a physical business address located
within the limits of Collier or Lee Counties from which the vendor operates or perfonns 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 retentlon 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 Deolller 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 applfcable.
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
of 120_,
Day
Notary Public
My CommissIon Expires:
(AFFIX OFFICIAL SEAL)
#09-5314
RevJsed: Apr11 2009
4
Sep 11 2009 1:39PM
J.P.Morcr;an
407-236-5444
16 Cp.~
Coe,.~
AdninIsIraliw Servk:ei DivIsion
~Ing
Attachment 4
Immigration Affidavit
ITB # :09-5314
This Affidavit is required and should be sign ,notarized by an authorized principal of the firm and
submitted with formal Invitations to Bid (ITB' ) and.Request for Proposals (RFP) submittals. Failure to
include this Affidavit with proposal will delay i the .consideratlon and reviewing of vendor's proposals
and could result in the vendor's proposal bel 9 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 B U.S.C.
Section 1324 aCe} Section 274A(e) ofthe 1m igration and Nationality Act ("INA").
Collier County may consider 1he employmen by any. 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 .th all applicable immigration laws (specifically to the
1986 Immigration Act and subsequent Amen men~{s)) and agrees to abide by Collier County
Employment Eligibility Verification System re ulrements regarding this solicitation.
Company Name
TiUe Senior Vice President
Data 9-11-2009
JPMorgan Chase
Print Name
Signature
State of Florida
County of Oranae
.. .., " :', J .
The foregoing instrument was signed and ackno ledged before 'me this _11_day of September,
2009,by
./'2f#/JI. A,~m/ll''''''~ who has
t:bA: orJje Na#1,# #3 as identiri tion.
l ~~dentification and Number)
'J~ :\\\\\\\\\IIJ1U1III,J;
Notary Public Signature ~t~~ti~~~
~Q::)~,~ ~~~~~~~ ~1g:~Ci o'OBr 16 ~-f:t.. .......~
~ - - ,~. .... ?} .~ ~ · 7:'::::;
Printed Name of Notary Public' -. 0 ~ '& ~Z:.
. ..... (D ... =
~~ 4 <i c:i L~ 3 'i? \ 'C) -\It- ~9 ~.J.... #DD4B2~ .,,:~ '
Notary Commission Number/Expiration ~~; :~~ftln-p..,~f.:4"~
~~. .~'l'JO . .~.tS'
~ I.... ~. ~
The signee of this Affidavit guarantees, as evlde cecn. ~~vit required herein, the truth and
accuracy of this affidavit to interrogatories herein er ma {itti~MW'C~unty reserves the rig ht, at any time, to
request supporting documentation as evidence 0 the vendor's compliance with this swom affidavit
ml9--5S14
RevIsed: April 2009
5
Ssp 11 2009 1:39PM
J.P.Morgan
407-236-5444
16 C.6 5
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 ITS.
If your finn 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.ent listed on the first
page or mail to: Collier County Purchasing Department, 3301 Tamiami Trail East, Naples, Florida
34112.
We a re not responding to this ITB for the following rea80n(s):
#/;/
ITB if. 09-6314
o Services requested not available through our company.
D Our firm could not meet specifications/scope of work.
o Specifications/scope of work not clearly understood (too vague, rigid, etc.)
D Project is too small.
D Insufficient time allowed for preparation of response.
D Incorrect address used. Please correct mailing address:
o Other reason(s):
Firm's Complete LeQal Name .
Address
City, State, Zip
Telephone Number
FAX Number
Signature I l1tle
Type Name of Signature
.k;d~
NOT APPLICABLE
Date: '7://1;9
" ..dr/
I'
#09-5314 6
Revised: April 2009
Sep 11 2009 4:30PM
J.P.More;an
407-236-5444 16 C p.5
Attachment 3
Adn'jJ Iil:lIl tdive Sef\lICIe& OfvIskJn
Pun;h;aslng
Affidavit for Claiming Status as a Local Business
ITa #: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 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 ,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 affinn 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 DOollier County or 0 Lee County:
Number of Employees (fncludlng 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 documentatlo'n 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:
TiDe:
STATE OF FLORIDA
o COLUER COUNTY
o LEE CO,UNTY
Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this
of ,20_.
Day
Notary Public
My Commission Expires:
(AFFIX OFACIAL SEAL)
#09-5314
Revl5ed: April 2009
4.
I ", C
..l ..1
5
14
CROSS RECEIPT
October 8. 2009
Governing Board of the Collier
County Water-Sewer District
Naples. Florida
Dear Commissioners:
We have transferred to you herewith (or applied in accordance with your
instructions) an amount equal to $1l.727,488.80 (par amount) being payment of the
purchase price of your Water and Sewer System Refunding Revenue Bond. Series 2009
(the "Series 2009 Bond"), received today from you by the undersigned. Of such amount.
S I 1,686.441.87 will be wired on your behalf directly to U.S. Bank National Association,
as escrow agent. per their instructions and $41.046.93 shall be wired to your account at
Fifth Third Bank. The undersigned hereby acknowledges delivery of said Bond.
JPMORGAN CHASE BANK, N.A.
By:
~44
Scfuior Vice President
Please acknowledge receipt of the
foregoing deposit by signing and
returning a copy of this letter.
OUNTY W A TER-SEWER DISTRICT
ty Clerk of the Board of County Commissioners
ofCoHier County. Florida and Ex-Officio Deputy
Clerk of the Governing Board of the Collier County
Water-Sewer District
16C 5
15
$11,727,488.80
COLLIER COUNTY WATER-SEWER DISTRICT
WATER AND SEWER REVENUE BOND,
SERIES 2009
CERTIFICATE OF ESCROW AGENT
The undersigned duly authorized officer of U.S. Bank National Association, a
national banking association (the "Bank"), as Escrow Agent under and pursuant to that
certain Escrow Agent Agreement, dated as of October 8, 2009 (the "Escrow Agent
Agreement"), with respect to the issuance by the Collier County Water-Sewer District
(the "District") of the $11,727,488.80 Collier County Water-Sewer District Water and
Sewer Revenue Bond, Series 2009 (the "Series 2009 Bond") issued pursuant to
Resolution No. CWS-85-13, adopted on December 26, 1985, as amended and
supplemented, particularly as supplemented by Resolution 2009-225/CWS Resolution
2009-02, adopted on September 29, 2009 (collectively, the "Resolution"), DOES
HEREBY CERTIFY as follows:
1. The Bank is a national banking aSSOCiatIon with trust powers, duly
organized, validly existing and in good standing under the laws of the United States of
America and is authorized to do business and exercise trust powers in the State of Florida
as contemplated by the Escrow Deposit Agreement and has all requisite authority, power,
licenses, permits and franchises and has full corporate power and legal authority to
execute and perform its functions under the Escrow Deposit Agreement.
2. The execution, delivery and performance by the Bank of the Escrow
Deposit Agreement is duly authorized by the Bank and the Bank has duly accepted its
duties and obligations thereunder.
3. All approvals, consents and orders of any governmental authority or agency
having jurisdiction in the matter which would constitute a condition precedent to the
performance by the Bank of its duties and obligations under the Escrow Deposit
Agreement have been obtained and are in full force and effect.
4. The Escrow Deposit Agreement has been duly entered into and delivered
by the Bank and constitutes a legal, valid and binding obligation of the Bank, enforceable
against the Bank in accordance with its terms, except as the enforceability thereof may be
limited by applicable bankruptcy or other similar laws affecting the enforcement of
creditors' rights generally. Such enforcement shall be subject to equitable principles of
general applicability (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
16C 5
5. No litigation, action, suit, proceeding or investigation at law or in equity
before any court, public board or body is pending or, to the knowledge of the undersigned
officer, threatened or in any way contesting or affecting the existence or powers
(including trust powers) of the Bank or the Bank's ability to fulfill its duties and
obligations under the Escrow Deposit Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
8th day of October, 2009.
U. S. BANK NATIONAL ASSOCIATION
By:
A::~
TAMPA
Suite 1060
2502 Rocky Point Drive
Tampa, Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax
Nabors&
Giblin
Nickersonp.A.
rn~LAU~l 5
208 S.E. Sixth Street
Fort Lauderdale, Aorida 33301
(954) 525-8000 Tel
(954) 525-8331 Fax
TALLAHASSEE
Suite 200
1500 Mahan Drive
Tallahassee. Florida 32308
(850) 224-4070 Tel
(850) 224-4073 Fax
October 8, 2009
Board of County Commissioners
of Collier County, Florida,
Acting as the Ex-Officio Governing
Board of the Collier County
Water-Sewer District
Naples, Florida
Commissioners:
We have examined a record of proceedings relating to the issuance of
$11,727,488.80 Collier County Water-Sewer District Water and Sewer Refunding
Revenue Bond, Series 2009 (the "Series 2009 Bond"). The Series 2009 Bond is issued
under the Laws of the State of Florida, including, particularly, Chapter 78-489, Laws of
Florida, as amended and supplemented, in particular by Chapter 88-499, Laws of Florida,
and pursuant to Resolution No. CWS-85-5 of the Collier County Water-Sewer District
(the "District") adopted on July 30, 1985, as restated, amended and supplemented (the
"Resolution").
The Series 2009 Bond is dated and shall bear interest from its date of delivery,
except as otherwise provided in the Resolution. The Series 2009 Bond will mature on
July I, 2016 and will bear interest at the rate per annum provided in the Resolution and
set forth in the Series 2009 Bond. Interest on the Series 2009 Bond shall be payable on
January 1 and July I of each year, commencing on January I, 2010. The Series 2009
Bond is not subject to optional redemption prior to maturity, as described in the
Resolution.
The Series 2009 Bond is issued for the principal purpose of providing funds for
the refunding of all of the outstanding Collier County Water-Sewer District Water and
Sewer Refunding Revenue Bonds, Series 1999B (the "Refunded Bonds"), as more
particularly described in the Resolution. Certain proceed of the Series 2009 Bond,
16C
5
....
Board of County Commissioners of Collier
County, Florida, Acting as the Ex-Officio
Governing Board of the Collier County
Water-Sewer District
Page 2
October 8, 2009
together with other legally available moneys of the District, shall be deposited into an
escrow deposit trust fund (the "Escrow Fund") established pursuant to the Escrow
Deposit Agreement (the "Escrow Deposit Agreement") between the District and U.S.
Bank National Association, Miami, Florida, as Escrow Agent, and, other than a cash
amount, invested in obligations of the United States of America, such that the maturing
principal of and interest on said obligations, together with such cash, shall be sufficient to
pay the principal of, redemption premium, if any, and interest on the Refunded Bonds, as
the same become de or are redeemed prior to maturity.
As to questions of fact material to our opinion, we have relied upon the
representations of the District contained in the Resolution and in the certified proceedings
relating thereto and to the issuance of the Series 2009 Bond and other certifications of
pub lic officials furnished to us in connection therewith without undertaking to verify the
same by independent investigation.
Based on the foregoing, we are of the opinion that:
I. The District is a duly created and validly existing political subdivision of
the State of Florida.
2. The District has the right and power under the Constitution and Laws of the
State of Florida to adopt the Resolution, and the Resolution has been duly and lawfully
adopted by the District, is in full force and effect in accordance with its terms and is valid
and binding upon the District and enforceable in accordance with its terms, and no other
authorization for the Resolution is required. The Resolution creates the valid pledge
which it purports to create of the Pledged Funds (as such term is defined in the
Resolution), subject to the provisions of the Resolution permitting the application thereof
for the purposes and on the terms and conditions set forth in the Resolution.
3. The District is duly authorized and entitled to issue the Series 2009 Bond,
and the Series 2009 Bond have been duly and validly authorized and issued by the
District in accordance with the Constitution and Laws of the State of Florida and the
Resolution. The Series 2009 Bond constitute valid and binding obligations of the District
as provided in the Resolution, are enforceable in accordance with their terms and the
terms of the Resolution and are entitled to the benefits of the Resolution and the laws
pursuant to which they are issued. The Series 2009 Bond are issued on parity under the
16C
5
<
Board of County Commissioners of Collier
County, Florida, Acting as the Ex-Officio
Governing Board of the Collier County
Water-Sewer District
Page 3
October 8,2009
Resolution with the District's outstanding Water and Sewer Refunding Revenue Bonds,
Series 1999A, Taxable Water and Sewer Refunding Revenue Bonds, Series 2003A,
Water and Sewer Refunding Revenue Bonds, Series 2003B and Water and Sewer
Revenue Bonds, Series 2006. The Series 2009 Bond do not constitute a general
indebtedness of the District, Collier County, Florida (the "County") or the State of
Florida or any agency, department or political subdivision thereof, or a pledge of the faith
and credit of such entities, but are payable solely from the Pledged Funds in the manner
and to the extent provided in the Resolution. No holder of the Series 2009 Bond shall
ever have the right to compel the exercise of any ad valorem taxing power of the County
or the State of Florida or any political subdivision, agency or department thereof to pay
the Series 2009 Bond. The District has no ad valorem taxing power.
4. Pursuant to the Resolution, the Issuer has designated the Series 2009 Bond
as a "qualified tax-exempt obligation" for purposes of the Internal Revenue Code of
1986, as amended (the "Code") in accordance with Section 265(b)(3)(B) thereof. Any
change in the findings and facts set forth in the Resolution and in the certifications of the
Issuer delivered at the closing with respect to the Series 2009 Bond and relating to such
designation could adversely impact the status of the Series 2009 Bond as a "qualified tax-
exempt obligation."
5. Under existing statutes, regulations, rulings and court decisions, the interest
on the Series 2009 Bond (a) is excluded from gross income for federal income tax
purposes and (b) is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations. The opinion set forth in clause
(a) above is subject to the condition that the District comply with all requirements of the
Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the
issuance of the Series 2009 Bond in order that interest thereon be (or continues to be)
excluded from gross income for federal income tax purposes. Failure to comply with
certain of such requirements could cause the interest on the Series 2009 Bond to be so
included in gross income retroactive to the date of issuance of the Series 2009 Bond. The
District has covenanted in the Resolution to comply with all such requirements.
Ownership of the Series 2009 Bond may result in collateral federal tax consequences to
certain taxpayers. We express no opinion regarding such federal tax consequences
arising with respect to the Series 2009 Bond.
16C 5
Board of County Commissioners of Collier
County, Florida, Acting as the Ex-Officio
Governing Board of the Collier County
Water-Sewer District
Page 4
October 8, 2009
Assuming the deposit and application of cash and the Escrow Securities (as such
term is defined in the Escrow Deposit Agreement) in accordance with the provisions of
the Escrow Deposit Agreement, such deposit and application will cause the pledge of the
Pledged Funds, and all covenants, agreements and other obligations of the District to the
holders of the Refunded Bonds to cease, terminate and become void and be discharged
and satisfied in accordance with the terms of the Resolution.
In rendering the opinions set forth above, we are relying upon the arithmetical
accuracy of certain computations included in schedules provided by Public Financial
Management Inc. relating to the computations of projected receipts of principal and
interest on the obligations of the United States of America deposited in the Escrow Fund
and of the adequacy of such projected receipts to pay the principal of, redemption
premium, if any, and interest on the Refunded Bonds.
It should be noted that we have not been engaged or undertaken to review the
accuracy, completeness or sufficiency of any offering material relating to the Series 2009
Bond and we express no opinion relating thereto. We have not been engaged or
undertaken to review the compliance with any federal or state law with regard to the sale
or distribution of the Series 2009 Bond and we express no opinion relating thereto.
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent
that the enforceability of the Resolution and the Series 2009 Bond may be limited by any
applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally, or by the exercise of judicial discretion in accordance
with general principles of equity.
We have examined the form of the Series 2009 Bond and, in our opinion, the form
of the Series 2009 Bond is regular and proper.
Respectfully submitted,
;V~, G~ <V#~,AA'
16(.; 5
TAMPA
Suite 1060
2502 Rocky Point Drive
Tampa. Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax
Nabors
Giblin &
Nickersonp.A.
FORT LAUDWAtE
208 S.E. Sixth Street
Fort Lauderdale, Florida 33301
(954) 525-8000 Tel
(954) 525-8331 Fax
TAlLAHASSEE
Suite 200
1500 Mahan Drive
Tallahassee, Florida 32308
(850) 224-4070 Tel
(850) 224-4073 Fax
October 8, 2009
lPMorgan Chase Bank, N.A.
Orlando, Florida
Ladies and Gentlemen:
Of even date herewith we have delivered our approving opinion with respect to the
$11,727,488.80 Collier County Water-Sewer District Water and Sewer Refunding
Revenue Bond, Series 2009. You may rely upon such opinion as if it were addressed to
you.
Respectfully submitted,
A/~-, G$V~J ,4a.
16C5
Office of the County Attorney
Deputy COllllty Attorney
Scott R. Tcach
Assistant County Attorneys
Colleen M. Greene
Jennifer B. White
Steven T. WiIli:uns
Jeff E. Wright
Robert N. Zachary
Section ChielS
Heidi F. Ashton-Cicko'
Jacqucline W. Hubbard'
. Board Certified City. County
and Local Government Law
Jeffrey A. Klatzkow
County Attorney
October 8, 2009
lPMorgan Chase Bank, N.A.
Orlando, Florida
Dear Sir:
This letter shall serve as the opinion of the Collier County Attorney in his capacity as
attorney for the Collier County Water-Sewer District (the "District"). I have participated in
various proceedings in connection with the issuance by the District of $11,727,488.80 aggregate
principal amount of Collier County Water-Sewer District Water and Sewer Refunding Revenue
Bond, Series 2009 (the "Bond"). All terms not otherwise defined herein shall have the meanings
ascribed thereto in Resolution No. CWS-85-13 of the District adopted on December 13, 1985, as
amended and supplemented (collectively, the "Resolution").
I am of the opinion that:
1. The District is a political subdivision of the State of Florida, duly organized and
validly existing and has full legal right, power and authority to adopt or enact, as the case may
be, and perform its obligations under the Resolution.
2. The District has duly adopted the Resolution and the Resolution constitutes a
legal, binding and valid obligation of the District, enforceable in accordance with its terms;
provided, however, the enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity and the exercise of judicial discretion.
3. The adoption of the Resolution and the authorization, execution and delivery of
the Bond, and compliance with the provisions hereof and thereof, will not conflict with, or
constitute a breach of or default under, any law, administrative regulation, consent decree,
ordinance, resolution or any agreement or other instrument to which the District is subject nor
will such adoption, execution, delivery, authorization or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever
330 I East Tamiami Trail- Naples, Florida 34112-4902 - Phone (239) 252-8400 - Facsimile (239) 252-6300
16C 5
upon any of the property or assets of the District, or under the terms of any law, administrative
regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution.
4. To the best of my knowledge after due inquiry, all approvals, consents,
authorizations and orders of any governmental authority or agency having jurisdiction in any
matter which would constitute a condition precedent to the performance by the District of its
obligations under the Resolution have been obtained and are in full force and effect.
5. The District is lawfully empowered to pledge the Pledged Funds to the extent
provided in the Resolution.
6. To my knowledge after due inquiry, as of the date hereof, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body, pending or, to the best of my knowledge, threatened against the
District, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the
Bond or the collection of the Pledged Funds to pay the principal of, premium, if any, and interest
on the Bond, or contesting or affecting as to the District the validity or enforceability of the Act
in any respect relating to authorization for the issuance of the Bond, the Resolution, or contesting
the tax-exempt status of interest on the Bond, or contesting the powers of the District or any
authority for the issuance of the Bond, or the adoption ofthe Resolution.
J eft]
Cou y
3301 East Tamiami Trail - Naples, Florida 34112-4902 - Phone (239) 252-8400 - Facsimile (239) 252-6300