Resolution 2022-169 RESOLUTION NO. 2022- 1 6 9
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
ACTING AS THE EX-OFFICIO GOVERNING BODY OF
THE COLLIER COUNTY WATER-SEWER DISTRICT
AGREEING TO PARTICIPATION IN A POOLED
COMMERCIAL PAPER LOAN PROGRAM OF THE
FLORIDA LOCAL GOVERNMENT FINANCE
COMMISSION; AUTHORIZING AND DIRECTING
EXECUTION AND DELIVERY OF A LOAN
AGREEMENT (UTILITY) WITH THE FLORIDA LOCAL
GOVERNMENT FINANCE COMMISSION AND
JPMORGAN CHASE BANK, N.A. IN ORDER TO ALLOW
FOR THE FUTURE FINANCING OF VARIOUS CAPITAL
IMPROVEMENTS TO THE WATER AND SEWER
SYSTEM OWNED AND OPERATED BY THE COUNTY;
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. DEFINITIONS. Unless the context of use indicates another
meaning or intent, capitalized terms used herein shall have the meanings ascribed thereto
in the Loan Agreement (Utility), to be executed among The Collier County Water-Sewer
District (the "Public Agency"), the Florida Local Government Finance Commission (the
"Commission") and JPMorgan Chase Bank, N.A. (the "Bank"), substantially in the form
attached hereto as Exhibit A, as the same may be amended and supplemented (the "Loan
Agreement").
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 2. AUTHORITY FOR RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) The Commission has been established for the principal purpose of issuing
commercial paper notes in order to provide funds to loan to public agencies, such as the
Public Agency,desiring to finance the cost of acquiring,constructing and equipping capital
improvements and to finance other governmental needs.
(B) In furtherance of the foregoing, the Commission shall issue, from time to
time, commercial paper notes to be known as "Florida Local Government Finance
Commission Pooled Commercial Paper Notes, Series A (Governmental Issue)" pursuant
to the Program and shall loan the proceeds of such Series A Notes to public agencies,
including the Public Agency.
(C) Pursuant to the authority of the Act, the Commission has agreed to loan, from
time to time, to the Public Agency such amounts as shall be authorized by the Public
Agency, the Commission and the Bank in order to enable the Public Agency to finance,
refinance and/or reimburse the costs of the acquisition, construction and equipping of
various capital improvements to the System and the Public Agency desires to borrow such
amounts from the Commission from time to time subject to the terms and conditions of the
Loan Agreement.
(D) The Public Agency is authorized under and pursuant to the Act to enter into
the Loan Agreement for the purposes set forth therein.
(E) The Public Agency hereby determines that provision of funds by the
Commission to the Public Agency in the form of Loans pursuant to the terms of the Loan
Agreement to finance costs of Projects will assist in the development and maintenance of
the public welfare of the residents of the Public Agency, and shall serve a public purpose
by improving the health and living conditions, and providing governmental services,
facilities and programs and will promote the most efficient and economical development
of such services, facilities and programs.
(F) Loans shall be repaid solely from the Designated Revenues as provided in
the Loan Agreement. The ad valorem taxing power of the Public Agency will never be
necessary or authorized to make Loan Repayments.
SECTION 4. AGREEMENT TO PARTICIPATE IN PROGRAM.
Adoption of this Resolution will constitute an agreement of the Public Agency to
participate in the Program pursuant to the terms of the Loan Agreement.
SECTION 5. AUTHORIZATION OF LOAN AGREEMENT. In
connection with the Loan, the Public Agency hereby authorizes and directs the Chairman
of the governing body of the Public Agency (or the Vice Chairman, the "Chairman") to
execute, and the Ex-Officio Clerk of the governing body of the Public Agency(or any duly
authorized deputy clerk,the "Clerk") to attest, the Loan Agreement, and to deliver the Loan
Agreement to the Commission for its execution. All of the provisions of the Loan
Agreement, when executed and delivered by the Public Agency as authorized herein and
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when duly authorized, executed and delivered by the Commission, shall be deemed to be
a part of this Resolution as fully and to the same extent as if incorporated verbatim herein,
and the Loan Agreement shall be in substantially the form attached hereto as Exhibit A,
with such changes, amendments, modifications, omissions and additions, including the
date of such Loan Agreement, as may be approved by the Chairman. Execution of the
Loan Agreement by the Chairman shall be deemed to be conclusive evidence of approval
of such changes.
SECTION 6. TERMS OF LOANS. The governing body of the Public
Agency shall approve the terms of each Loan made under the Loan Agreement pursuant to
a resolution adopted prior to the incurrence of such Loan.
SECTION 7. AUTHORIZATION OF PROJECTS. The governing body
of the Public Agency shall approve each Project to be financed with proceeds of a Loan
prior to the incurrence of such Loan.
SECTION 8. SECURITY FOR THE LOANS. The Public Agency's
obligation to repay any Loan will be secured by a pledge of and lien upon the Designated
Revenues in accordance with the terms of the Loan Agreement and as provided in the
resolution approving such Loan. The obligation of the Public Agency to repay any Loan
shall not be deemed a pledge of the faith and credit or taxing power of the Public Agency
and such obligation shall not create a lien on any property whatsoever of or in the Public
Agency other than the Designated Revenues.
SECTION 9. GENERAL AUTHORITY. The members of the governing
body of the Public Agency and the officers, attorneys and other agents or employees of the
Public Agency are hereby authorized to do all acts and things required of them by this
Resolution and the Loan Agreement, or desirable or consistent with the requirements of
this Resolution and the Loan Agreement, for the full punctual and complete performance
of all the terms, covenants and agreements contained in this Resolution and the Loan
Agreement, and each member, employee, attorney and officer of the Public Agency or its
Board is hereby authorized and directed to execute and deliver any and all papers and
instruments and to do and cause to be done any and all acts and things necessary or proper
for carrying out the transactions contemplated by this Resolution and the Loan Agreement.
SECTION 10. SEVERABILITY. 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.
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SECTION 11. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
DULY ADOPTED this 0-5. day of O c9m b-e_A- , 2022.
BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, AS THE
EX-OFFICIO CHAIRMAN OF THE
GOVERNING BOARD OF THE COLLIER
COUNTY WATER-SEWER DISTRICT
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.�. - y •-- Willi. L. McDaniel, Jr., Chairman
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,; .;` Attest as to Chairman's
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Crysj
l K. K nzel, Clerk of the Circuit
Court and Comptroller of Collier County,
Florida and Ex-Officio Clerk of the Board
of County Commissioners
Approve•':s t• f r i • -_ 1 ficiency:
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Jeffrey A. fatz I w, County Attorney
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EXHIBIT A
FORM OF LOAN AGREEMENT
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