Resolution 1999-169 RESOI,UTION NO. 99- 1~9
RESOI,UTION NO. CWS-99-
8
:\ R/'~SOI,UTION OF TIlE COI,I,IER COUYI'Y XV,VI'ER-
SF"TR DISTRICT IN CONNECTION WITIi TIlE
..\CQUISITION BY ]'lie FI,ORIIIA (;OVERNMENTAI.
L'TII,ITY AUTIIORITY OF TIlE (;()I,I)EN (;:\'['E UTII,ITY
SYSTEM FROM :\VATAR IIOI,I)iN(;S. IN('.. I T.',;
SL'IISIi)IARIES ANI) ..\FFII.I..kTE ENTITIES; T..\KIN(;
(TERTAIN ACTIONS IN ('ONNE('TION TItEI{EXV[TII
\VIlICI! :\RE NECESSARY 'I'() I'I~ESEI~VE TIlE
I)iSTRICT'S OPTION. BUT NO OBI,I(;:VI'ION TO
ACQUIRE TIlE (;OI,DEN GATE UTII,ITY SYSTE.M
'FO ASSUME, AT ANY POINT IN TIlE FL'TUllE.
INDEBTEDNESS OF TIlE AUTIIORITY REI...kTED '1'O
SUCIi ACQUISITION ON PARITY AND EQLbXl, ST:VI'US
WITil TIlE DISTRICT'S SENIOR I,IEN V%VI'ER AND
SEWER REVENUE BONDS: :\I't'ROVIN(; ..\N
INTERI,OCAI, A(;REE.MENT WITI! TIlE FI,()RII)A
(;OVERNMENTAI, UTII,IT'V AUTIIORIT'~': AND
PROVll)ING AN EFFECTIVE I)..\TE.
WIIEREAS, thc Florida l.ocal Government Utility Authorilv. a Icual entity and public
body organized and existing under thc laws of the State of Flor/da (thc "At~thc}rity"), was
established pursuant to an [ntcrlocal Agreement dated as of February I. 1999. :tatung Brcvard
County. Florida. l.ce ('Otltlty. Florida. Polk County. Florida and Narasota ( otlllly, [:lorida l~r thc
Facilities: and
WIIEREAS, thc Authority has entered into all agreement to purchase certain x,,'~tcr and
wastcv,'ater facilities, more cornmonlv known as Ibc G(qdcn (late Utility System (the "(;olden
Gate Utility Syst¢ ,'n'). owned or controlled by ,,\valar t totdin~s. Inc. and its subsidiaries
{ ',Ax atar" ); and
WII EREAS, thc Board of County Commissioners of ('¢~llicr ('ounty, Florida (thc
"County" ). on bchalf o f itself and as governing body of thc Collier ('otmtv \Vater-Scwcr District
(thc "District"). desires to enter into an intcrlocal agreement {thc "Inlcrlocal Agreement") xvith
thc Authority relating to thc acquisition of thc Golttcn (';ale [ ;tiltty System;
NOW, TllEREFORE, lie IT RESOI.VEI) BY TIlE B()ARI) ()F COUNTY
CO.MMISSIONERS OF COI.I.IER COUNTY, FI.ORII)A, ..\(7I'ING ON ilEliAi.I: OF
ITSELF AND AS TitE EX-OFFICIO GOVEi*,NIN(; BOAI~,D ()F TIlE COIA,IER
COUNIY WATER-SEWER DISTRICT, as follov,'s:
SECTION 1. FINDINGS. 11 is hcrclw found ami determined lhal:
(A} Thc Authority has informed tile District that it imcmls to issue its Utility Revenue
Bonds (Golden Gate Utility System). Series 1999 (thc "Bonds") for the prim;~ry purpose of
acquiring the Golden Gate Utility System from Avatar.
Authority.
At thc present time. neither Ihc District lmr thc ('ountv is a mcmbcr ()l'lhc
(C)
rates.
It ~s anticipated that tile Authority will bc able to issue thc l~,omls ;ti low intcrcs!
(D) Thc Authority has offered to structure thc Bonds with an option which will
provide the District with the right, but no obligation, to acquirc the Golden Gate Utility Svslcm
through the assumption, at any point in thc fi~lurc, of thc Bonds upon thc satislStclion of certain
conditions set fo~h in an Indenture of Trust related lo such Bonds (thc "[lldctlltll'e"). al which
point in time thc Bonds would become indeblcdness office District on partly and equal status
with lhe Disthct's then outstanding senior lien Water and Sewer Rcvctluc Bonds, and thc Golden
Gate Utility System would then merge into thc Dislrict's Water a~ld ficxvcr Systcnl.
(El Prcsc~'alion ofsuch assumpliol~ righ! is deemed 1o be in thc best interests oflhc
District and the citizens of thc County. Without such asstm~ption right, wcrc Ihe District Io
desire lo acquire thc Golden Gate Utility System in thc thture, thc District w(mld havc Io dcll'asc
thc Bonds through lhe potential issu;mcc of indebtedness in a potct~li;tlly higher interest rate
cnvironnlent.
(F) In order to preserve st~ch assumption right, it is necessary that Ibc District
certain actions in cmmection with Ibc issuance of lhe Bonds.
(G) Thc District deems it necessary to enter into thc lntcrlocal ,,\grccmcnt wilh
Authority relating to thc acquisition of thc Goldcn Gale Utilily Systcm,
SECTION 2. PREI.IMINARYOFFICIAI. STATE31ENT. Thcpreparatiol~aml
distribution ora Prclimina~ Official Statement relating lo thc Bonds and thc assumption righl of
Ibc District is hereby approved and authorized, as is thc usc thereof by Iht m~dc~vrilcr or
tmdcm'rilcrs in connection with thc sale of thc Bonds (thc "Undcm'ritcrs"). Thc distribution of
thc final Official Sta':mcnt relating to thc Bonds is hereby auflmrizcd. Thc Chaimmn of thc
Board of County Commissioners of thc County or thc District is hereby amhorizcd to execute
and deliver a certificate of thc County or thc District which deems thc inlBrmation related to thc
County and thc District in the PreliminaD, Official Slatcmcnt "final" xvilhin thc conlcmplalion of
Rule 15c2-12 of the Securities and Exchange Commission (thc 'q{ulc").
SECTION 3. CONTINUING I)ISCI.OSURI'~. Thc Districl hereby covcmu~ts and
agrees that. in order to assist thc Undcrwrilcrs in complying with thc continuing disclosm'c
requirements of thc Rule with respect 1o thc Bonds. it will comply with and carry out all of thc
provisions ora continuing disclosure certificate to I'}(2 executed bv thc District prior Io thc time
tile Authority delivers the Bonds to the Undc~vritcrs, as it may bc amended from time to time in
accordance with the terms thereof(thc "Continuing Disclosurc Certificate"). Thc Chairman is
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hereby authorized to execute and deliver such Continuing I)isclosure (.'ertl tic:itc in substantially
tile fom~ provided in regard to thc District's \Vater and Sewer Rcfimding P, cvcnt~c I~omls, .";cries
1999A.
SECTION 4. APPROVAl, OF INTERI,OCAI, AGREEMENT. 'lhc fi~rm, terms ami
provisions of thc lnterlocal Agreement. submitted al this mcctinu and attached hereto as l(xhibit
A. be and the same is hereby approved. Thc Cl~ainnan o1' fl~c B~Tard o/'('otl~ilv ('ommissioncrs
(the "Board") and ..,~ Clerk of Ibc Board are hcrclw authorized and d~:'cctcd h~ cxcculc mid
deliver said Intcrlocal Agreement in the name and on bchalt'ol'lhc I)~stric~. xx'ith such chan~c:4.
amendments, modifications, omissions and additions as 'approved by Ibc B,~ard. }(xccutio~j bv
said Chairman shall be deemed to be cor~cIusivo evidence of approxSal <~1' such changes.
amendments, modifications, omissions and additions.
SECTION $. GENER..\I, .,\UTilORITY. The members o f tl~c Board of
Commissioners and the District's anti the County's officers, attorneys ami -ther aucms and
employees are hereby authorized to perlbnn all acts ami things required of them or
consistent with thc requirements hereof for the 1%11. ptmcluaI and c(m~l)l~tc pcrfbrmancc
the Icnlls. COX'CtlalltS alld agreements coill;lJllCd itl this [~csoltlllOH.
SECTION 6. EFFECTIVE I):tTE. This Resolulicm shaI! become t:l'tL'ctivc
immediately upon its adoption.
DULY Al)OPTED in Regular Session this 5'-CZ, day o['.\larch. 1')99.
(SEAL)
Attest
slg~atur( o~ty.
ATTEST:
COI,I,IER C()UN'I'Y XV..VI'I.TR-SI-TWi.;I,',
DISTRICT
PA.MI:,I,A S..Xl..X("Klti. ChaJFwoman
Board of('ountv ('ommissioncrs oFCollicr
County. Florida. and as thc Ex-Officio
Chai~voman of thc Gnvcming Board of thc
('oilier ('ountv Walcr-gcwcr District
D(vIGHT E. BROCK, Clerk to tile
Board of County Commissioners
of Collier County, Flbrida, and as Ex-Officio
Clerk to the Governing Board of thc
Collier County Water-Sewer District
APPROVED AS TO FORM
AND LEGAL SUFf,!/flENCY
County Attorney
EXIIIBIT A
INTERLOCAi. AGREEMENT REIJA'I'IN(; TO
TIlE ACQUISITION OF
TIlE GOLDEN GATE UTILITY SYSTEM
Between
FLORIDA GOVERNMENTAL UTIIATY AUTIIORITY
and
COI,I.IER COUNTY WATER-SEWEi*, I)iSTRICT
TillS INTERLOCAL AGREEMENT, dated as of March 1. 1999 (the "Intcrlocal
Agreement"), by and between the FLORIDA GOVERNMENTAL UTILITY AUTilORITY,
a legal entity and public body organized and existing under the laws oF thc State of Florida (the
"Authority") and the COIA, IER COUNTY WATER-SEWER I)ISTRICT (the "I)istrict"),
each constituting a "public agency" under Part I of Chapter 163. Florida Statutes (the "lntcrlocal
Act").
W ITN ESS El' II:
WIIEREAS, the Authority was established pursuant to an Intcrlocal Agreement, dated as
of February 1. 1999 (the "lnterlocal Agreement"), initially among Brcvard County, Florida; Lcc
County, Florida; Polk County, Florida; and Sarasota County. }:lorida Ibr the purpose of
acquiring, owning, improving, operating and maintaining walcr and wastewatcr utility facilities;
and
WlIEREAS, pursuant to the interlocal Act, the Authority has entered into an agreement
to purchase certain water and wastewater utility facilities owned/or controlled by Avatar
Holdings, Inc. and its subsidiaries ("Avatar") and such utility facilities include a water and
wastewater utility system located in Collier County, Florida (the "County") more commonly
known as the "Golden Gate" utility system ( the "Golden Gate Utility Systcrn"); and
WHEREAS, the Authority will issue a series of obligations known as tile "Florida
Governmental Utility Authority Utility Revenue Bonds (Golden Gate Utility System), Series
1999 (the "Bonds") for the principal purpose of acquiring the Golden Gate Utility System
pursuant to an Indenture of Trust, dated as of March 1, 1999 (the "Indenture"), by and between
!
the Authority and SunTrust, Central Florida, National Bank, a national banking association; and
WItEREAS, thc District has determined that it does not wish to become a member of the
Authority but would like to preserve certain options and abilities conccn~i.g thc Golden Gate
Utility System pursuant to the terms and provisions hereinafter set forth:
NOW, TltEREFORE, in consideration of the foregoing and tile covenants contained
herein, it is mutually agreed by and between the District and the Authority as follows:
ACQUISITION OF GOLDEN GATE UTIIATY SYSTEM BY TIlE
SECTION 1.
DISTRICT.
(A)
The ~ t~thority hereby grants the District the right Io acquire all, and not less than
all, of the assets, liabilities, obligations, and responsibilities relating to thc Golden Gate Utility
System for so long as the Golden Gate Utility System is owned or controlled by the Authority.
The terms and provisions of such acquisition shall be established pursuant to a utility acquisition
agreement between the Authority and the District, subject to the terms and conditions of the
Interlocal Agreement and the Indenture. Notwithstanding the foregoing and unless otherwise
2
agreed to by the Authority and the District, tim purchase price for the Golden Gate Utility System
shall be the amount required to repay the Bonds and any additional obligations of the Authority
related with the Golden Gate Utility System. The District further agrees to negotiate with the
Authority for the payment of a pro-rata share of any reasonable, verified Authority expenses at
the time of acquisition by the District. The District shall also pay all verifiable expenses
associated with the transfer of the Golden Gate Utility System by the Authority to the District.
(B) The Authority hereby also grants the District the right to assume thc Authorily's
obligations under the Bonds and the Indenture, all pursuant to the terms and conditions set forth
in Article VII of thc Indenture. Any such assumption by thc District shall take place
simultaneously with the transfer of the Golden Gate Utility System From tim Authority Io tim
District.
SECTION 2. OVERSIGHT OF IL,kTES, FEES AND CIIARGES 115' TIlE
COUNTY. The Authority hereby agrees with the District that the County, or the County's
designee, shall have the power to review and/or approve rates, fees and charges relating to the
Golden Gate Utility System in accordance with and to the extent allowed under Section 4.04 of
the Interlocal Agreement. The County shall not have the power to approve any such rates, fees
and charges in the event such rates, fees and charges have been established by the Authority in
order to comply with covenants contained in the Indenture. The County shall apply its
ordinances and rules and regulations which pertain to water and wastewater franchise utilities in
determining rates, fees and charges for the Golden Gate Utility System; however, the County and
Authority acknowledge that certain rate-making principles are different for public entities such as
the Authority than for private entities. The County and the Authority shall enter into a separate
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interlocal agreement with respect to the process to be followed in thc review and approval of
rates, fees and charges of the Golden Gate Utility System. Collier County Water Wastewater
Authority shall retain jurisdiction over customer complaints and other related matters so that the
County shall retain its regulatory assessment fees.
SECTION 3. AMENDMENTS. This lnterlocal Agreement may be amended in
writing at any time by an interlocal agreement between the Authority and the District.
SECTION 4. GENERAL PROVISIONS.
(A) Except as specifically set forth herein, nothing herein shall bc deemed to authorize
the delegation of any of the constitutional and statutory duties of thc State of Florida, the
Authority, the County, the District or any officers thereof.
(B) A copy of this Interlocal Agreement shall be filed in accordance with the
provisions of the Interlocal Act.
(C) Neither the County nor the District shall in any manncr be obligated to pay any
debts, obligations or liabilities arising as a result of any actions of the Authority, any Director, or
any other agents, employees, officers, or officials of the Authority, except to the extent otherwise
mutually agreed upon, and neither the Authority, the Directors, nor any other agents, employees,
officers or officials of the Authority have any authority or power to otherwise obligate the
County or the District in any manner.
(D) In the event any provision of this Interlocal Agreement shall, for any reason, be
determined invalid, illegal or unenforceable in any respect by a court of competent jurisdiction,
the other provisions of this Interlocal Agreement shall remain in full force and effect.
(E) This Interlocal Agreement shall be construed and governed by the laws of the
State of Florida.
(F) Th,~ mterlocal Agreement shall be contingent upon delivery of the Bonds by the
Authority.
SECTION 5. EFFECTIVE DATE. This Interlocal Agreement shall bccome effective
on the latter of (a) the dated date hereof or (b) the last date the last of the panics hereto executes
this Interlocal Agreement and the filing requirements of Section 4(B) hereof are satisfied.
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by md on
behalf of the Authority and the District by their authorized officers or officials.
COLLIER COI3NT'-~ WATER-S[WEJ3-DiaTRICT '/ '"'-
'Clerk, Board of County Commissioners
of Collier Count~, Florida, and as EX-
Officio Clerk'9Lthe Governing Board of
-,:) Collier C,o~ .~, 3; ,Water-Sewer District
Approved as to Form and
Legal Sufficiency:
of Collier County, Florida, and as the Ex-Officio .
Chairwoman ofthe Governing Board O£the ...,
Collier County Water-Sewer District
FLORIDA GOVERNMENTAl. UTILITY
AUTHORITY
By:
Chairman
ATTEST:
Secretary-Treasurer
-End-