Backup Documents 01/10/2023 Item #11D I 10
RESOLUTION 2023-09/CWS RESOLUTION 2023-01
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 REFUNDING OF THE DISTRICT'S WATER AND SEWER
REFUNDING REVENUE BONDS, SERIES 2016 IN ORDER TO
ACHIEVE DEBT SERVICE SAVINGS; AUTHORIZING THE
ISSUANCE OF NOT EXCEEDING $52,000,000 AGGREGATE
PRINCIPAL AMOUNT OF A COLLIER COUNTY WA 1'ER-SEWER
DISTRICT TAXABLE WATER AND SEWER REFUNDING REVENUE
BOND, SERIES 2023 IN ORDER TO EFFECT SUCH REFUNDING;
AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND
PURCHASE AND EXCHANGE AGREEMENT AND THE ISSUANCE
OF A COLLIER COUNTY WATER-SEWER DISTRICT WATER AND
SEWER REFUNDING REVENUE BOND, SERIES 2026 IN
EXCHANGE FOR THE SERIES 2023 BOND; AUTHORIZING A
NEGOTIATED SALE OF SAID BONDS 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
BONDS; APPOINTING THE CLERK AS PAYING AGENT AND
REGISTRAR FOR SAID BONDS; 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
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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 described
therein.
(B) The Issuer previously issued its Collier County Water-Sewer District Water
and Sewer Refunding Revenue Bonds, Series 2016 (the "Series 2016 Bonds") pursuant to
the Resolution for the purpose of refunding the Issuer's then outstanding Water and Sewer
Revenue Bonds, Series 2006.
(C) The Resolution provides for the issuance of Additional Bonds, payable on a
parity with Bonds Outstanding (as such terms are defined in the Resolution) under the
Resolution (the "Outstanding Parity Bonds"), for the purpose of refunding the Series 2016
Bonds (the "Refunded Bonds"), upon meeting certain requirements set forth in the
Resolution.
(D) PFM Financial Advisors LLC (the "Financial Advisor"), on behalf of the
Issuer, recently solicited bids from various financial institutions to purchase the Issuer's
Collier County, Florida Taxable Water and Sewer Refunding Revenue Bond, Series 2023
(the "Series 2023 Bond") and, subject to certain conditions, allow for the exchange of the
Series 2023 Bond for a tax-exempt Collier County, Florida Water and Sewer Refunding
Revenue Bond, Series 2026 (the "Series 2026 Bond") in 2026, to provide for the refunding
of the Refunded Bonds in order to achieve debt service savings for the Issuer.
(E) JPMorgan Chase Bank, N.A. (the "Purchaser") submitted a conforming
proposal (the "Proposal") to purchase the Series 2023 Bond and allow for the exchange of
the Series 2023 Bond for the Series 2026 Bond in 2026, subject to certain conditions, which
Proposal was accepted and approved by the Governing Body of the Issuer at its duly called
meeting on December 13, 2022.
(F) The Issuer deems it to be in its best interest to issue the 2023 Bond to the
Purchaser for the principal purpose of refunding the Refunded Bonds in order to achieve
net present value debt service savings for the Issuer, which Series 2023 Bond shall be
issued on parity in all respects with the Outstanding Parity Bonds pursuant to the terms of
the Resolution.
(G) The Issuer also deems it to be in its best interest to execute a Bond Purchase
and Exchange Agreement with the Purchaser to allow, subject to the conditions contained
therein, for the exchange of the Series 2023 Bond for the Series 2026 Bond, which Bond
Purchase and Exchange Agreement shall be in substantially the form attached hereto as
Exhibit B (the "Bond Purchase and Exchange Agreement").
(H) The Series 2026 Bond, if and when issued to the Purchaser in exchange for
the Series 2023 Bond pursuant to the provisions of the Resolution and the Bond Purchase
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and Exchange Agreement, shall be issued on parity in all respects with the Outstanding
Parity Bonds pursuant to the terms of the Resolution.
(I) 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 2023 Bond, together with
other legally available moneys of the Issuer, in a special escrow deposit trust fund (the
"Escrow Fund"), which shall be sufficient 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 (as defined in the Resolution).
(J) Due to the potential volatility of the market for municipal obligations such
as the Series 2023 Bond and the Series 2026 Bond (collectively, the "Series 2023/2026
Bonds"), the competitive solicitation process utilized by the District with respect to the sale
of the Series 2023/2026 Bonds and the complexity of the transactions relating to such
Series 2023/2026 Bonds, it is in the best interest of the Issuer to sell the Series 2023/2026
Bonds 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 prices, terms and interest rates for the Series
2023/2026 Bonds.
(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 2023/2026 Bonds shall mature on
such dates and in such amounts, shall bear such rates of interest, shall be payable in such
places and shall be subject to such redemption provisions as shall be determined by
Supplemental Resolution(as defined in the 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 2023/2026 Bonds 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 2023/2026 Bonds herein authorized and said Series 2023/2026 Bonds shall be
on a parity with and rank equally as to the lien on and source and security for payment
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from the Pledged Funds and in all other respects with the Outstanding Parity Bonds and
shall constitute "Bonds" within the meaning of the Resolution.
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 and the Resolution.
SECTION 4. AUTHORIZATION OF THE REFUNDING OF THE
REFUNDED BONDS; CONFIRMATION OF PROPOSAL. (A) The Issuer hereby
authorizes the refunding of the Refunded Bonds for the purpose of achieving net present
value debt service savings.
(B) The Issuer hereby confirms its prior acceptance of the Proposal of the
Purchaser, a copy of which is attached hereto as Exhibit A.
SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE
SERIES 2023 BOND. The Issuer hereby authorizes the issuance of a Series of Bonds in
the principal amount of not exceeding $52,000,000 to be known as the "Collier County
Water-Sewer District Taxable Water and Sewer Refunding Revenue Bond, Series 2023"
(or such other designation as the Chairman may determine), for the principal purpose of
refunding the Refunded Bonds. The specific principal amount of the Series 2023 Bond to
be issued pursuant to the Resolution shall be determined by the Chairman, upon the advice
of the Financial Advisor, provided such principal amount does not exceed $52,000,000.
The Series 2023 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 2023 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 outstanding principal amount and shall be numbered "R-1." The
Series 2023 Bond shall bear interest from its dated date at a fixed interest rate of 4.15%per
annum (the "Series 2023 Interest Rate"). The Series 2023 Interest Rate is subject to
adjustment as provided in Section 14 hereof. The Series 2023 Interest Rate shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on
the Series 2023 Bond shall be payable semi-annually, on January 1 and July 1 of each year
(the "Interest Payment Dates"), commencing on July 1, 2023. The Series 2023 Bond shall
be issued as a single Term Bond with a final maturity of July 1, 2036 and shall be subject
to mandatory sinking fund redemption in such Sinking Fund Installments commencing on
July 1, 2024 and on each July 1 thereafter through the maturity date of the Series 2023
Bond, determined by the Chairman, upon the advice of the Issuer's Financial Advisor, and
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approved by the Purchaser prior to the issuance of the Series 2023 Bond. The Series 2023
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 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 2023 Bond. The Series 2023
Interest Rate on the Series 2023 Bond shall comply in all respects with Section 215.84,
Florida Statutes. For purposes of the Resolution, "Bond Year" with respect to the Series
2023 Bond shall mean the period commencing on July 1 of each year and continuing
through the next succeeding June 30.
The Series 2023 Bond shall be payable as to principal and interest by bank wire
transfer or direct debit of a deposit account of the Issuer or in such other manner as is
agreed to between the Issuer and the Holder of the Series 2023 Bond in whose name the
Series 2023 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 2023 Bond shall present and surrender the Series 2023 Bond to the Issuer for the
final payment of the principal of the Series 2023 Bond or shall provide evidence that such
Series 2023 Bonds has been cancelled upon final and full payment of the Series 2023 Bond.
Principal of and interest on the Series 2023 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 2023 Bond shall be substantially in the
form set forth in Section 2.10 of the Resolution, with such changes, amendments,
modifications, omissions and additions as may be approved by the Chairman. Execution
of the Series 2023 Bond by the Chairman shall be conclusive evidence of approval of any
such changes.
SECTION 6. AUTHORIZATION AND DESCRIPTION OF THE
SERIES 2026 BOND. The Issuer hereby authorizes the issuance of a Series of Bonds in
the principal amount of not exceeding $52,000,000 to be known as the "Collier County
Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2026" (or such
other designation as the Chairman may determine), for the principal purpose of current
refunding the Series 2023 Bond. The specific principal amount of the Series 2026 Bond
to be issued pursuant to the Resolution shall equal the outstanding principal amount of the
Series 2023 Bond at the time of any exchange pursuant to the Bond Purchase and Exchange
Agreement. The Series 2026 Bond shall not be issued unless and until the conditions set
forth in the Bond Purchase and Exchange Agreement are satisfied. If issued, the Series
2026 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 2026 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 outstanding principal amount and shall be numbered "R-1." The
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Series 2026 Bond shall bear interest from its dated date at a fixed interest rate of 3.39%per
annum (the "Series 2026 Interest Rate"). The Series 2026 Interest Rate is subject to
adjustment as provided in Section 14 hereof. The Series 2026 Interest Rate shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on
the Series 2026 Bond shall be payable semi-annually, on January 1 and July 1 of each year
(the "Interest Payment Dates"), commencing on July 1, 2026 or January 1, 2027, depending
upon the issuance date of the Series 2026 Bond. The Series 2026 Bond shall be issued as
a single Term Bond with a final maturity of July 1, 2036 and shall be subject to mandatory
sinking fund redemption in such Sinking Fund Installments commencing on July 1, 2026
or July 1, 2027, depending upon the issuance date of the Series 2026 Bond, and on each
July 1 thereafter through the maturity date of the Series 2026 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 2026 Bond. The Series 2026 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 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 2026 Bond. The Series 2026 interest rate on
the Series 2026 Bond shall comply in all respects with Section 215.84, Florida Statutes.
For purposes of the Resolution, "Bond Year" for the Series 2026 Bond shall mean the
period commencing on July 1 of each year and continuing through the next succeeding
June 30.
The Series 2026 Bond shall be payable as to principal and interest by bank wire
transfer or direct debit of a deposit account of the Issuer or in such other manner as is
agreed to between the Issuer and the Holder of the Series 2026 Bond in whose name the
Series 2026 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 2026 Bond shall present and surrender the Series 2026 Bond to the Issuer for the
final payment of the principal of the Series 2026 Bond or shall provide evidence that such
Series 2026 Bonds has been cancelled upon final and full payment of the Series 2026 Bond.
Principal of and interest on the Series 2026 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 2026 Bond shall be substantially in the
form set forth in Section 2.10 of the Resolution, with such changes, amendments,
modifications, omissions and additions as may be approved by the Chairman. Execution
of the Series 2026 Bond by the Chairman shall be conclusive evidence of approval of any
such changes.
SECTION 7. REDEMPTION PROVISIONS. (A) The Series 2023 Bond
may be redeemed in whole, or in part, on any date on or after July 1, 2027,without premium
or penalty with five(5) days prior written notice to the Series 2023 Bondholder by payment
in an amount equal to the principal amount to be prepaid plus accrued interest thereon to
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the date of prepayment. Notwithstanding the foregoing, the Series 2023 Bond may be
redeemed in whole, without penalty or premium, on or after April 2, 2026, in exchange for
the Series 2026 Bond, all in the manner and to the extent provided in the Bond Purchase
and Exchange Agreement.
(B) The Series 2026 Bond may be redeemed in whole, or in part, on any date on
or after July 1, 2027, without premium or penalty with five (5) days prior written notice to
the Series 2023 Bondholder by payment in an amount equal to the principal amount to be
prepaid plus accrued interest thereon to the date of prepayment.
(C) Any partial prepayment of either the Series 2023 Bond or the Series 2026
Bond shall be applied to Sinking Fund Installments in inverse order unless otherwise
agreed to between the Bondholder thereof and the Issuer.
(D) Notwithstanding any other provision of the Resolution, the Issuer shall not
be required to provide the Bondholder of the Series 2023 Bond or the Series 2026 Bond
with any notice with respect to the payment of any scheduled Sinking Fund Installment.
SECTION 8. APPLICATION OF SERIES 2023 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2023 Bonds shall be applied by the Issuer
simultaneously with the delivery thereof as follows:
(A) A sufficient amount of Series 2023 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 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 2023 Bond proceeds shall be applied to the
payment of costs and expenses relating to the issuance of the Series 2023 Bond.
SECTION 9. TRANSFER OF CERTAIN MONEYS. The Refunded
Bonds will be refunded from proceeds of the Series 2023 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 10. APPLICATION OF SERIES 2026 BOND PROCEEDS. If
issued, the Series 2026 Bond shall be issued pursuant to the Resolution to the Bondholder
of the Series 2023 Bond in exchange for the outstanding Series 2023 Bond in accordance
with the Bond Purchase and Exchange Agreement and such issuance of the Series 2026
Bond shall constitute a current refunding of the Series 2023 Bond.
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SECTION 11. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. The Clerk is hereby designated Registrar and Paying Agent for the Series
2023/2026 Bonds.
SECTION 12. AUTHORIZATION OF 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 Trust
Company, National Association (the "Escrow Agent"), 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.
All of the provisions of the Escrow Deposit Agreement, when executed, dated and
delivered by or on behalf of the Issuer as authorized herein and by or on behalf of 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. The Chairman shall determine, upon
the advice of the Financial Advisor,whether to purchase United States Treasury obligations
- State and Local Government Series ("SLGs") or open market United States Treasury
obligations ("Open Market Securities") for deposit to the Escrow Fund in connection with
refunding of the Refunded Bonds. In connection therewith, the Financial Advisor, and any
affiliate thereof, are each authorized to take all action as is necessary to subscribe for SLGs
or to bid out the provision of Open Market Securities and the Issuer shall pay all associated
fees and costs.
SECTION 13. AUTHORIZATION OF BOND PURCHASE AND
EXCHANGE AGREEMENT. The terms and provisions of the Bond Purchase and
Exchange Agreement in substantially the form attached hereto as Exhibit B are hereby
approved. The Issuer hereby authorizes the Chairman to execute and deliver, and the Clerk
to attest and affix the Issuer seal to, the Bond Purchase and Exchange Agreement in the
form attached hereto as Exhibit B, with such changes, insertions and additions as the
Chairman may approve, his execution thereof being conclusive evidence of such approval.
SECTION 14. ADJUSTMENTS TO INTEREST RATES. (A) In the event
a Determination of Taxability (as defined below)with respect to the Series 2026 Bond shall
have occurred, the Series 2026 Interest Rate on the Series 2026 Bond shall be increased to
the Taxable Rate(as defined below), effective retroactively to the date on which the interest
payable on the Series 2026 Bond is includable for federal income tax purposes in the gross
income of the owner thereof. In addition, the owner of the Series 2026 Bond or any former
owners of the Series 2026 Bond, as appropriate, shall be paid an amount equal to any
additions to tax, interest and penalties, and any arrears in interest that are required to be
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paid to the United States of America by the owner or former owners of this Bond as a result
of such Determination of Taxability. All such additional interest, additions to tax,penalties
and interest shall be paid by the Issuer within sixty (60) days following the Determination
of Taxability and demand by the owner.
In the alternative, in the event that interest on the Series 2026 Bond during any
period becomes partially taxable as a result of a Determination of Taxability applicable to
less than all of the Series 2026 Bond, then the Series 2026 Interest Rate on the Series 2026
Bond shall be increased during such period by an amount equal to: (A-B) x C where:
(A) "A" equals the Taxable Rate (expressed as a percentage);
(B) "B" equals the interest rate on the Series 2026 Bond (expressed as a
percentage); and
(C) "C" equals the portion of the Series 2026 Bond the interest on which
has become taxable as the result of such tax change (expressed as a decimal).
In addition, the owner of the Series 2026 Bond or any former owner of the Series 2026
Bond, as appropriate, shall be paid an amount equal to any additions to tax, interest and
penalties, and any arrears in interest that are required to be paid to the United States by the
owner or former owners of the Series 2026 Bond as a result of such Determination of
Taxability. All such additional interest, additions to tax, penalties and interest shall be paid
by the Issuer within sixty (60) days following the Determination of Taxability and demand
by the owner.
For purposes of this Section 14(A), terms Determination of Taxability and Taxable
Rate shall have the following meanings:
"Determination of Taxability" shall mean (i) the issuance by the Internal Revenue
Service of a statutory notice of deficiency or other written notification which holds in effect
that the interest payable on the Series 2026 Bond is includable for federal income tax
purposes in the gross income of the owner thereof, which notice or notification is not
contested by either the Issuer or any owner of the Series 2026 Bond, or(ii) a determination
by a court of competent jurisdiction that the interest payable on the Series 2026 Bond is
includable for federal income tax purposes in the gross income of the owner thereof, which
determination either is final and non-appealable or is not appealed within the requisite time
period for appeal, or (iii) the admission in writing by the Issuer to the effect that interest
on the Series 2026 Bond is includable for federal income tax purposes in the gross income
of the owner thereof.
"Taxable Rate" means a rate of interest that will result in the same after-tax yield to
the owner of the Series 2026 Bond as before said Determination of Taxability.
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(B) Upon the occurrence and continuance of an Event of Default pursuant to
Section 7.01 of the Resolution and notwithstanding anything herein or in the Resolution to
the contrary, the Holder of the Series 2023 Bond or the Series 2026 Bond may adjust the
Series 2023 Interest Rate or the Series 2026 Interest Rate, as the case may be,to the Default
Rate(as defined below)which shall be effective until such Event of Default has been cured.
For purposes of this Section 14(B), term Default Rate shall have the following
meaning:
"Default Rate" shall mean the lesser of(i) the then applicable Series 2023 Interest
Rate or Series 2026 Interest Rate, as the case may be, plus four percent (4%) per annum,
or (ii) the maximum rate permitted by law.
SECTION 15. REPORTING FINANCIAL INFORMATION. As soon as
available, but not later than 240 days following the end of each Fiscal Year,the Issuer shall
provide the Purchaser with the Issuer's annual audited financial statements. The Issuer
shall provide the Purchaser with other information relating to the Series 2023/2026 Bonds
or the security with respect thereto upon reasonable request of the Purchaser.
SECTION 16. TRANSFER. The Holder of the Series 2023 Bond and the
Holder of the Series 2026 Bond may sell, transfer or assign the Series 2023 Bond or the
Series 2026 Bond in whole only in accordance with the provisions of Section 2.08 of the
Resolution to an "accredited investor" as defined in Rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended, or a "qualified institutional buyer" under
Rule 144A promulgated under the Securities Act of 1933, as amended;provided, however,
the Holder of the Series 2023 Bond or the Series 2026 Bond may transfer the Series 2023
Bond or the Series 2026 Bond to an affiliate of the Holder without restriction. The Holder
of the Series 2023 Bond or the Series 2026 Bond shall notify the Issuer and the Clerk of
any sale, transfer or assignment of such Bond.
Notwithstanding the foregoing, the Holder of the Series 2023 Bond or Series 2026
Bond may sell participations in the Series 2023 Bond or the Series 2026 Bond to any
number of participants as long as such Holder complies with all applicable securities laws.
SECTION 17. WAIVER OF JURY TRIAL; APPLICABLE LAW AND
JURISDICTION. (A) To the extent permitted by applicable law, the Issuer, knowingly,
voluntarily and intentionally waives any right it may have to a trial by jury in respect of
any litigation based on, or arising out of, under or in connection with the Resolution, the
Series 2023/2026 Bonds or any agreement contemplated to be executed in connection with
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the Resolution, or any course of conduct, course of dealing, statements (whether verbal or
written) or actions of the Issuer or the Holder of the Series 2023/2026 Bonds.
(B) The substantive laws of the State of Florida shall govern the Resolution, the
Series 2023/2026 Bonds or any agreement contemplated to be executed in connection with
the Resolution. The Issuer submits to the jurisdiction of Florida courts and federal courts
and agrees that venue for any suit concerning this Resolution shall be in Collier County,
Florida and the Middle District of Florida.
SECTION 18. GENERAL AUTHORITY. The members of the Governing
Body of the Issuer, the County Manager, the Clerk, the County Attorney 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 Bond
Purchase and Exchange Agreement or the Escrow Agreement, or desirable or consistent
with the requirements hereof or the Resolution, the Bond Purchase and Exchange
Agreement or the Escrow Agreement for the full punctual and complete performance of all
the terms, covenants and agreements contained herein or in the Series 2023/2026 Bonds,
the Resolution, the Bond Purchase and Exchange Agreement 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 action necessary and desirable to
carry-out the intent and purposes of this Supplemental Resolution.
SECTION 19. 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 2023/2026
Bonds.
SECTION 20. 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.
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SECTION 21. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED this 10th day of January, 2023.
BOARD OF COUNTY COMMIS,S10141EAS.OF.
COLLIER COUNTY, FL AIAA, AS THE.,,
EX-OFFICIO CHAIRMA �(.,,, T .
GOVERNING BOARD 3r T Hip:_=COLLIE ',
COUNTY WATER-SEWER P§MC"1
, i
Rick LoCastro, Chairman
ATTEST;.-
7
al IQK . q. er (i the Circuit
Court ancoiptroll - f go1lier County,
Florida ahc Ex-Offii ''C1ak of the Board
of County CkimImissioil
Appro es a",tis forman. - •_.1i
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Jeffrey I. 4 tzkow, County Attorney
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EXHIBIT A
PROPOSAL OF THE PURCHASER
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EXHIBIT B
FORM OF BOND PURCHASE AND EXCHANGE AGREEMENT
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EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT