Agenda 01/10/2023 Item #11D (To refund the Collier County Water Sewer District Water and Sewer Refunding Revenue Bonds, Series 2016)01 / 10/2023
EXECUTIVE SUMMARY
Recommendation that the Board of County Commissioners, acting ex-officio as the Governing Board of the
Collier County Water Sewer District adopt a resolution accepting the proposal of JPMorgan Chase Bank,
N.A., to purchase from the Collier County Water -Sewer District (District) a Series 2023 taxable bond in
order to refund all of the District's Water and Sewer Refunding Revenue Bonds, Series 2016, for net present
value interest savings; approve the form of a bond purchase and exchange agreement (with respect to the
Series 2026 tax-exempt bond); authorize the issuance of a Collier County Water and Sewer District
Refunding Revenue Bond, Series 2023 in the principal amount of not to exceed $52,000,000 and providing
for the potential exchange of such Series 2023 Bond for a Collier County Water and Sewer District
Refunding Revenue Bond, Series 2026 in 2026; delegate certain authority to the Board Chairman and other
appropriate officers of the County for the execution and delivery of the bond purchase and exchange
agreement; authorize the execution and delivery of an escrow deposit agreement and appointment of an
escrow agent thereto; and authorize all necessary budget amendments.
OBJECTIVE: To refund the Collier County Water -Sewer District (District) Water and Sewer Refunding Revenue
Bonds, Series 2016, in order to realize net present values savings of approximately $3.4 million.
CONSIDERATIONS: The Board's adopted Debt Management Policy states that a refunding for economic
savings will be undertaken when a net present value savings of at least 5% of the refunded debt can be achieved. In
the last ten years, the District has restructured $183.5 million of its debt portfolio and saved $27.4 million in gross
interest paid. The elimination of the advance refunding option, effective January 1, 2018, with the adoption of the
Tax Cuts and Jobs Act of 2017 made refunding more challenging. With the likelihood of a continued rise in interest
rates, the finance team evaluated the portfolio for further savings opportunities.
On December 13, 2022, the Board of County Commissioners, acting ex-officio as the Governing Board of the
Collier County Water -Sewer District, adopted Resolution 2022-193/CWS Resolution 2022-01 authorizing the
execution and delivery of a rate lock agreement with JPMorgan Chase Bank, N.A., related to this refunding.
FINANCE COMMITTEE RECOMMENDATION: On September 20, 2022, members of the County's Finance
Committee voted unanimously to proceed with a Request for Quotes to refinance the outstanding Series 2016
Bonds for net present value savings.
FISCAL IMPACT: The net present value (NPV) savings over the remaining life of the Series 2016 Bonds is $3.4
million, or 7.2%, which is higher than the Debt Management Policy's recommended threshold of 5% NPV savings
for refinancing. The gross cash flow savings amounts to $4.2 million over the remaining life of the issues. All
savings calculations include the total cost to close the bond of $138K, itemized in Attachment 2.
GROWTH MANAGEMENT IMPACT: None
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and
legality and requires majority vote for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners, acting ex-officio as the Governing Board of
the Collier County Water -Sewer District, adopt a resolution accepting the proposal of JPMorgan Chase Bank, N.A.
to purchase from the Collier County Water -Sewer District (District) a Series 2023 taxable bond in order to refund
all of the District's Refunding Revenue Bonds, Series 2016, for net present value interest savings; approve the form
of a bond purchase and exchange agreement (with respect to the Series 2026 tax-exempt bond); authorize the
issuance of a Collier County Water and Sewer District Refunding Revenue Bond, Series 2023 in the principal
amount of not to exceed $52,000,000 and providing for the potential exchange of such Series 2023 Bond for a
Collier County Water and Sewer District Refunding Revenue Bond, Series 2026 in 2026; delegate certain authority
to the Board Chairman and other appropriate officers of the County for the execution and delivery of the bond
purchase and exchange agreement; authorize the execution and delivery of an escrow deposit agreement and
Packet Pg. 360
01 / 10/2023
appointment of an escrow agent thereto; and authorize all necessary budget amendments.
Prepared by: Edward Finn, Deputy County Manager
ATTACHMENT(S)
1. Collier Series 2016 Refunding - Recommendation Memorandum (PDF)
2. Collier Series 2016 Refunding - Preliminary Numbers (PDF)
3. Authorizing Resolution (PDF)
4. Exhibit A - Proposal of JP Morgan Chase Bank, N.A. (PDF)
5. Exhibit B - Form of Bond Purchase and Exchange Agreement - JP Morgan Chase Bank, N.A. (PDF)
6. Exhibit C - Form of Escrow Deposit Agreement (PDF)
Packet Pg. 361
01 / 10/2023
COLLIER COUNTY
Board of County Commissioners
Item Number: 11.D
Doc ID: 24257
Item Summary: Recommendation that the Board of County Commissioners, acting ex-officio as the Governing
Board of the Collier County Water -Sewer District adopt a resolution accepting the proposal of JPMorgan Chase
Bank, N.A., to purchase from the Collier County Water -Sewer District (District) a Series 2023 taxable bond in
order to refund all of the District's Water and Sewer Refunding Revenue Bonds, Series 2016, for net present value
interest savings; approve the form of a bond purchase and exchange agreement (with respect to the Series 2026 tax-
exempt bond); authorize the issuance of a Collier County Water and Sewer District Refunding Revenue Bond,
Series 2023 in the principal amount of not to exceed $52,000,000 and providing for the potential exchange of such
Series 2023 Bond for a Collier County Water and Sewer District Refunding Revenue Bond, Series 2026 in 2026;
delegate certain authority to the Board Chairman and other appropriate officers of the County for the execution and
delivery of the bond purchase and exchange agreement; authorize the execution and delivery of an escrow deposit
agreement and appointment of an escrow agent thereto; and authorize all necessary budget amendments. (Edward
Finn, Deputy County Manager)
Meeting Date: 01/10/2023
Prepared by:
Title: — Office of Management and Budget
Name: Debra Windsor
01/04/2023 9:48 AM
Submitted by:
Title: Accountant, Senior — Office of Management and Budget
Name: Christopher Johnson
01/04/2023 9:48 AM
Approved By:
Review:
Office of Management and Budget
Debra Windsor
Level 3 OMB Gatekeeper Review
County Attorney's Office
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Public Utilities Operations Support
AmiaMarie Curry
Additional Reviewer
Office of Management and Budget
Christopher Johnson Additional Reviewer
Office of Management and Budget
Susan Usher
Additional Reviewer
County Manager's Office
Amy Patterson
Level 4 County Manager Review
Board of County Commissioners
Geoffrey Willig
Meeting Pending
Completed
01/04/2023 9:49 AM
Completed
01/04/2023 10:39 AM
Completed
01/04/2023 11:53 AM
Completed
01/04/2023 12:35 PM
Completed
01/04/2023 1:48 PM
Completed
0 1 /04/2023 4:10 PM
01/10/2023 9:00 AM
Packet Pg. 362
PfM
Memorandum
2222 Ponce de Leon Boulevard 786-671-7480
Third floor www.pfm.com
Coral Gables, FL
33134
November 16, 2022
To: Collier County, Florida
From: PFM Financial Advisors LLC
Re: Recommendation Memorandum — Utility Refunding Revenue Bonds, Series 2023
The purpose of this memorandum is to briefly summarize the proposals received from lending institutions
to provide Collier County, Florida (the "County") with a fixed-rate loan in the form of Utility Refunding
Revenue Bonds, Series 2023 (the "Series 2023 Bonds") and summarize the recommendation of PFM
Financial Advisors LLC ("PFM") to move forward in order to refund the prior bonds designated in the series
resolutions.
On September 26, 2022, PFM, on behalf of the County, distributed a request for proposals to a broad pool
of lenders that are active in municipal lending. PFM's recommendation to proceed with a private placement
loan in the form of bonds relies upon the facts that: (1) the credit is well understood by market participants
and would attract a wide response; (2) the maturity of the prior bonds are short and within the wheelhouse
of direct placements (inside of 15 years, in this case with a final maturity of 2036); (3) a private placement
can allow for certain advantageous structures that are more difficult to structure in the public market, such
as forward and "Cinderella" refunding structures. For these reasons, PFM recommended that this request
would attract interest from the bank lending community and yield the County with a favorable result. On
October 20, six (6) total proposals were received. A full summary of the proposing firms (in alphabetical
order), along with a brief summary of the key points from each proposal is included in the matrix attached
to this memorandum.
Based on the responses received for the 2023 Bonds, the lowest fixed interest rate proposal was received
from TD Bank, and the County also received an indicative rate from JP Morgan that was markedly below
that of the TD Bank bid, though would come with the risk of exposure to further interest rate movements. A
short summary of the provisions found in each response is provided as an appendix to this memorandum.
• TD Bank — 4.75% taxable fixed rate, which converts to 3.87% tax-exempt. TD Bank provided for
the option to hold the interest rate until expected closing date with no rate lock agreement required. The
2023 Bonds would be subject to a make -whole call, or the County can pay an extra 17 bps of interest rate
to be able to prepay at any time. Other terms and conditions were reviewed by the PFM and generally
deemed to be acceptable.
• JIP Morgan — 4.652% taxable indicative rate, which converts to 3.80% tax-exempt. JP Morgan
provided for the option to hold their rate via rate lock, which would require Commission approval, so interest
rates would have to float for approximately a month or so. JP Morgan proposed for rates with a range of
call options, including a make -whole call, a call on July 1, 2027, or call on July 1, 2032.
At the time bids were received, neither the TD Bank nor the JP Morgan rate resulted in savings above the
5% savings threshold, and after consultation with the County, PFM alerted these two banks that the plan
would be to monitor the market and periodically update rates as requested. Subsequently, PFM observed
rates significantly decrease the week of November 7, and requested updated rates from both banks. TD
Bank provided updated fixed rates of 4.48% / 3.65% (taxable / TE), and JP Morgan responded with
indicative rates of 4.12% / 3.37% (taxable / TE). In both instances the rates provided were make -whole
rates, and the County could still elect to pay more for a better prepayment provision. Given the long final
maturity on the refunded bonds and the desire to maintain future flexibility, we would recommend the option
that provided future call flexibility.
11.D.a
Packet Pg. 363
11.D.a
November 16, 2022
Page 2 of 2
PfM
PFM updated numbers with the current market interest rates and found the following results:
• TD make -whole rate gets the County to 5.81 % NPV savings with assumed tax-exempt conversion.
If the County were to pay up 17 bps for prepayment anytime, the County would not meet the required
threshold of 5%.
• JP Morgan make -whole rate gets the County to 8.57% NPV savings with assumed tax-exempt
conversion, on an indicative basis. If the County were to pay up for the best optional redemption (2027),
NPV savings are at 5.94%.
PFM recommends moving forward with the JP Morgan note, whereby the County would have a rate lock
letter approved at its December commission meeting and approving financing documents in January. This
shortens the County's interest rate exposure down to less than a month and gets the County a better
financing rate, as long as interest rates do not dramatically increase in that time. Because the County is
able to achieve over 5% savings with JP Morgan's best prepayment option and given the 2036 final maturity
for the Series 2023 Bonds, PFM also recommends that the County select optional prepayment on July 1,
2027.
We believe the results of this proposal are generally consistent with what a similarly priced competitive
public offering would have yielded. It's also important to consider that this method yielded six proposals,
which implies a competitive process was achieved. In closing, the key benefits of this type of structure, in
addition to the economic results, are the significant reduction in costs of issuance as well as administrative
time, and a flexible structure that allows the County to take advantage of prevailing market conditions.
We look forward to continuing to work towards a successful closing for the Series 2023 Bonds. Please do
not hesitate to contact us should you have any questions on the details of the included response matrix.
Packet Pg. 364
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11.D.b
SOURCES AND USES OF FUNDS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Dated Date 01/17/2023
Delivery Date 01/17/2023
Sources:
Bond Proceeds
Par Amount
49,995,000.00
Other Sources of Funds:
Reserve Release (Estimated)
74,016.74
50,069,016.74
Uses:
Refunding Escrow Deposits:
Cash Deposit
0.70
SLGS Purchases
49,930,445.00
49,930,445.70
Delivery Date Expenses:
Cost of Issuance
137,266.25
Other Uses of Funds:
Additional Proceeds
1,304.79
50,069,016.74
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 1
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BOND SUMMARY STATISTICS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Dated Date
01/17/2023
Delivery Date
01/17/2023
Last Maturity
07/01/2036
Arbitrage Yield
3.684443%
True Interest Cost (TIC)
3.684443%
Net Interest Cost (NIC)
3.649759%
All -In TIC
3.699826%
Average Coupon
3.649759%
Average Life (years)
10.110
Duration of Issue (years)
8.382
Par Amount
49,995,000.00
Bond Proceeds
49,995,000.00
Total Interest
18,448,090.75
Net Interest
18,448,090.75
Total Debt Service
68,443,090.75
Maximum Annual Debt Service
7,335,520.50
Average Annual Debt Service
5,086,604.60
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price
100.000000
Par
Average
Average PV of 1 by
Bond Component
Value Price
Coupon
Life change
Bond Component
49,995,000.00 100.000
3.64975913%
10.110 41,260.25
49,995,000.00
10.110 41,260.25
All -In
Arbitrage
TIC
TIC
Yield
Par Value
49,995,000.00
49,995,000.00
49,995,000.00
+ Accrued Interest
+ Premium (Discount)
Underwriter's Discount
Cost of Issuance Expense
-137,266.25
Other Amounts
74,016.74
Target Value
49,995,000.00
49,931,750.49
49,995,000.00
Target Date
01/17/2023
01/17/2023
01/17/2023
Yield
3.684443%
3.699826%
3.684443%
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 2
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11.D.b
SUMMARY OF REFUNDING RESULTS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Dated Date 01/17/2023
Delivery Date 01/17/2023
Arbitrage yield 3.684443%
Escrow yield 3.884621 %
Value of Negative Arbitrage-316,393.90
Bond Par Amount
49,995,000.00
True Interest Cost
3.684443%
Net Interest Cost
3.649759%
Average Coupon
3.649759%
Average Life
10.110
Par amount of refunded bonds 48,105,000.00
Average coupon of refunded bonds 5.000000%
Average life of refunded bonds 10.211
PV of prior debt to 01/17/2023 @ 3.684443% 53,514,912.15
Net PV Savings 3,447,200.20
Percentage savings of refunded bonds 7.165991%
Percentage savings of refunding bonds 6.895090%
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 3
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11.D.b
SUMMARY OF BONDS REFUNDED
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Maturity
Bond Date
Interest
Rate
Par
Amount
Call
Date
Call
Price
Water and Sewer Refunding Revenue Bonds, Series 2016,
BOND:
07/01/2029
5.000%
5,035,000
07/01/2026
100.000
07/01/2030
5.000%
5,290,000
07/01/2026
100.000
07/01/2031
5.000%
5,560,000
07/01/2026
100.000
07/01/2032
5.000%
5,830,000
07/01/2026
100.000
07/01/2033
5.000%
6,120,000
07/01/2026
100.000
07/01/2034
5.000%
6,430,000
07/01/2026
100.000
07/01/2035
5.000%
6,750,000
07/01/2026
100.000
07/01/2036
5.000%
7,090,000
07/01/2026
100.000
48,105,000
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 4
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11.D.b
SAVINGS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Present Value
Prior Refunding to 01/17/2023
Date Debt Service Debt Service Savings @ 3.6844427%
07/01/2023
1,202,625.00
945,183.25
257,441.75
253,195.40
07/01/2024
2,405,250.00
2,074,792.50
330,457.50
316,241.41
07/01/2025
2,405,250.00
2,074,792.50
330,457.50
304,903.93
07/01/2026
2,405,250.00
2,074,792.50
330,457.50
293,972.90
07/01/2027
2,405,250.00
1,969,830.50
435,419.50
375,612.54
07/01/2028
2,405,250.00
1,970,508.00
434,742.00
361,661.77
07/01/2029
7,440,250.00
7,010,846.50
429,403.50
344,548.67
07/01/2030
7,443,500.00
7,054,990.00
388,510.00
300,550.17
07/01/2031
7,449,000.00
7,101,506.00
347,494.00
259,138.97
07/01/2032
7,441,000.00
7,135,055.50
305,944.50
219,896.88
07/01/2033
7,439,500.00
7,180,808.00
258,692.00
179,206.23
07/01/2034
7,443,500.00
7,233,085.50
210,414.50
140,439.35
07/01/2035
7,442,000.00
7,281,379.50
160,620.50
103,221.29
07/01/2036
7,444,500.00
7,335,520.50
108,979.50
67,322.63
72,772,125.00
68,443,090.75
4,329,034.25
3,519,912.15
Savings Summary
PV of savings from cash flow 3,519,912.15
Less: Prior funds on hand-74,016.74
Plus: Refunding funds on hand 1,304.79
Net PV Savings
3,447,200.20
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC
Page 5
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BOND PRICING
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Maturity
Bond Component Date
Amount
Rate
Yield
Price
Bond Component:
07/01/2023
4.150%
4.154%
100.000
07/01/2024
4.150%
4.149%
100.000
07/01/2025
4.150%
4.149%
100.000
07/01/2026
4.150%
4.149%
100.000
07/01/2027
275,000
4.150%
3.990%
100.000
07/01/2028
285,000
4.150%
3.889%
100.000
07/01/2029
5,335,000
4.150%
3.820%
100.000
07/01/2030
5,560,000
4.150%
3.768%
100.000
07/01/2031
5,795,000
4.150%
3.729%
100.000
07/01/2032
6,025,000
4.150%
3.698%
100.000
07/01/2033
6,275,000
4.150%
3.674%
100.000
07/01/2034
6,540,000
4.150%
3.653%
100.000
07/01/2035
6,810,000
4.150%
3.636%
100.000
07/01/2036
7,095,000
4.150%
3.621%
100.000
49,995,000
Dated Date
Delivery Date
First Coupon
Par Amount
Original Issue Discount
Production
Underwriter's Discount
Purchase Price
Accrued Interest
Net Proceeds
01 /17/2023
01 /17/2023
07/01/2023
49,995,000.00
49,995,000.00 100.000000%
49,995,000.00 100.000000%
49,995,000.00
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC
Page 6
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DETAILED BOND DEBT SERVICE
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Bond Component
Period
Ending
Principal
Coupon
Interest
Debt Service
07/01 /2023
945,183.25
945,183.25
07/01/2024
2,074,792.50
2,074,792.50
07/01/2025
2,074,792.50
2,074,792.50
07/01/2026
2,074,792.50
2,074,792.50
07/01/2027
275,000
4.150%
1,694,830.50
1,969,830.50
07/01/2028
285,000
4.150%
1,685,508.00
1,970,508.00
07/01/2029
5,335,000
4.150%
1,675,846.50
7,010,846.50
07/01/2030
5,560,000
4.150%
1,494,990.00
7,054,990.00
07/01/2031
5,795,000
4.150%
1,306,506.00
7,101,506.00
07/01/2032
6,025,000
4.150%
1,110,055.50
7,135,055.50
07/01/2033
6,275,000
4.150%
905,808.00
7,180,808.00
07/01/2034
6,540,000
4.150%
693,085.50
7,233,085.50
07/01/2035
6,810,000
4.150%
471,379.50
7,281,379.50
07/01/2036
7,095,000
4.150%
240,520.50
7,335,520.50
49,995,000
18,448,090.75
68,443,090.75
Bond Variable Rate Table
Begin End Interest
Date Date Rate
01 /17/2023 07/01 /2026 4.150%
07/01 /2026 07/01 /2036 3.390%
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 7
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11.D.b
DETAILED BOND DEBT SERVICE
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Bond Component
Period
Ending
Principal
Coupon
Interest
Debt Service
Annual
Debt Service
07/01 /2023
945,183.25
945,183.25
945,183.25
01/01/2024
1,037,396.25
1,037,396.25
07/01/2024
1,037,396.25
1,037,396.25
2,074,792.50
01 /01 /2025
1,037,396.25
1,037,396.25
07/01/2025
1,037,396.25
1,037,396.25
2,074,792.50
01 /01 /2026
1,037,396.25
1,037,396.25
07/01/2026
1,037,396.25
1,037,396.25
2,074,792.50
01/01/2027
847,415.25
847,415.25
07/01/2027
275,000
4.150%
847,415.25
1,122,415.25
1,969,830.50
01/01/2028
842,754.00
842,754.00
07/01/2028
285,000
4.150%
842,754.00
1,127,754.00
1,970,508.00
01/01/2029
837,923.25
837,923.25
07/01/2029
5,335,000
4.150%
837,923.25
6,172,923.25
7,010,846.50
01/01/2030
747,495.00
747,495.00
07/01/2030
5,560,000
4.150%
747,495.00
6,307,495.00
7,054,990.00
01/01/2031
653,253.00
653,253.00
07/01/2031
5,795,000
4.150%
653,253.00
6,448,253.00
7,101,506.00
01/01/2032
555,027.75
555,027.75
07/01/2032
6,025,000
4.150%
555,027.75
6,580,027.75
7,135,055.50
01/01/2033
452,904.00
452,904.00
07/01/2033
6,275,000
4.150%
452,904.00
6,727,904.00
7,180,808.00
01/01/2034
346,542.75
346,542.75
07/01/2034
6,540,000
4.150%
346,542.75
6,886,542.75
7,233,085.50
01/01/2035
235,689.75
235,689.75
07/01/2035
6,810,000
4.150%
235,689.75
7,045,689.75
7,281,379.50
01/01/2036
120,260.25
120,260.25
07/01/2036
7,095,000
4.150%
120,260.25
7,215,260.25
7,335,520.50
49,995,000
18,448,090.75
68,443,090.75
68,443,090.75
Bond Variable Rate Table
Begin End Interest
Date Date Rate
01 /17/2023 07/01 /2026 4.150%
07/01 /2026 07/01 /2036 3.390%
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 8
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ESCROW REQUIREMENTS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Period
Ending
Interest
Principal
Redeemed
Total
07/01 /2023
1,202,625.00
1,202,625.00
01 /01 /2024
1,202,625.00
1,202,625.00
07/01 /2024
1,202,625.00
1,202,625.00
01 /01 /2025
1,202,625.00
1,202,625.00
07/01 /2025
1,202,625.00
1,202,625.00
01 /01 /2026
1,202,625.00
1,202,625.00
07/01/2026
1,202,625.00
48,105,000
49,307,625.00
8,418,375.00
48,105,000
56,523,375.00
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Page 9
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ESCROW DESCRIPTIONS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Type of Type of Maturity First Int Par
Security SLGS Date Pmt Date Amount
Jan 17, 2023:
SLGS
SLGS
SLGS
SLGS
SLGS
SLGS
SLGS
Certificate
Certificate
Note
Note
Note
Note
Note
07/01 /2023 07/01 /2023
01/01/2024 01/01/2024
07/01 /2024 07/01 /2023
01 /01 /2025 07/01 /2023
07/01 /2025 07/01 /2023
01 /01 /2026 07/01 /2023
07/01/2026 07/01/2023
SLGS Summary
SLGS Rates File
Total Certificates of Indebtedness
Total Notes
Total original SLGS
Max
Rate Rate
321,903 4.470% 4.720%
233,605 4.490% 4.740%
243,635 4.300% 4.550%
248,873 4.140% 4.390%
254,025 4.030% 4.280%
259,143 3.950% 4.200%
48,369,261 3.880% 4.130%
49,930,445
30DEC22
555,508.00
49, 374, 937.00
49,930,445.00
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 10
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ESCROW COST
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Type of Maturity Par Total
Security Date Amount Rate Cost Cost
SLGS
07/01/2023
321,903
4.470%
321,903
321,903.00
SLGS
01/01/2024
233,605
4.490%
233,605
233,605.00
SLGS
07/01/2024
243,635
4.300%
243,635
243,635.00
SLGS
01/01/2025
248,873
4.140%
248,873
248,873.00
SLGS
07/01/2025
254,025
4.030%
254,025
254,025.00
SLGS
01/01/2026
259,143
3.950%
259,143
259,143.00
SLGS
07/01/2026
48,369,261
3.880%
48,369,261
48,369,261.00
49,930,445
49,930,445
49,930,445.00
Purchase
Cost of
Cash
Total
Date
Securities Deposit
Escrow Cost
Yield
01/17/2023
49,930,445
0.70
49,930,445.70
3.884621%
49,930,445
0.70
49,930,445.70
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 11
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11.D.b
ESCROW CASH FLOW
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Present Value
Date
Principal
Interest
Net Escrow
Receipts
to 01/17/2023
@ 3.8846209%
07/01 /2023
321,903.00
880,722.20
1,202,625.20
1,181,730.51
01/01/2024
233,605.00
969,019.23
1,202,624.23
1,159,214.02
07/01 /2024
243,635.00
958,990.15
1,202,625.15
1,137,128.34
01/01/2025
248,873.00
953,752.00
1,202,625.00
1,115,462.46
07/01/2025
254,025.00
948,600.33
1,202,625.33
1,094,209.81
01/01/2026
259,143.00
943,481.73
1,202,624.73
1,073,361.26
07/01/2026
48,369,261.00
938,363.66
49,307,624.66
43,169,338.60
49,930,445.00
6,592,929.30
56,523,374.30
49,930,445.00
Escrow Cost Summary
Purchase date
Purchase cost of securities
Target for yield calculation
01 /17/2023
49,930,445.00
49,930,445.00
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC
Pa e 12
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11.D.b
ESCROW SUFFICIENCY
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds,
Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Escrow Net Escrow
Excess
Excess
Date
Requirement Receipts
Receipts
Balance
01 /17/2023
0.70
0.70
0.70
07/01 /2023
1,202,625.00 1,202,625.20
0.20
0.90
01 /01 /2024
1,202,625.00 1,202,624.23
-0.77
0.13
07/01 /2024
1,202,625.00 1,202,625.15
0.15
0.28
01 /01 /2025
1,202,625.00 1,202,625.00
0.28
07/01 /2025
1,202,625.00 1,202,625.33
0.33
0.61
01 /01 /2026
1,202,625.00 1,202,624.73
-0.27
0.34
07/01/2026
49,307,625.00 49,307,624.66
-0.34
56,523,375.00 56,523,375.00
0.00
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 13
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11.D.b
ESCROW STATISTICS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series
2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Modified
Yield to Yield to Perfect
Value of
Total
Duration
Receipt Disbursement Escrow
Negative
Cost of
Escrow Cost
(years)
Date Date Cost
Arbitrage
Dead Time
Global Proceeds Escrow:
49,930,445.70
3.154
3.884621% 3.884621% 50,246,839.54
-316,393.90
0.06
49,930,445.70
50,246,839.54
-316,393.90
0.06
Delivery date 01/17/2023
Arbitrage yield 3.684443%
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 14
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11.D.b
COST OF ISSUANCE
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Cost of Issuance $I1000 Amount
Bond Counsel Fee
1.00000
49,995.00
Financial Advisor Fee
0.82001
40,996.25
Bank Counsel Fee
0.20002
10,000.00
Bond Counsel Expenses
0.02500
1,250.00
DAC
0.03000
1,500.00
Escrow Structuring Fee
0.50005
25,000.00
Verification Agent Fee
0.01800
900.00
Escrow Agent Fee
0.05251
2,625.00
Miscellaneous
0.10001
5,000.00
2.74560
137,266.25
Notes:
Future Fees Due on Exchange Date (2026):
Bond Counsel Exchange Fee @ 213 of Listed Fee;
Financial Advisor Exchange Fee @ 112 of Listed Fee;
Bank Counsel Exchange Fee of $2,000.
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 15
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11.D.b
FORM 8038 STATISTICS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Dated Date 01/17/2023
Delivery Date 01/17/2023
Redemption
Bond Component
Date
Principal
Coupon
Price
Issue Price
at Maturity
Bond Component:
07/01/2023
4.150%
100.000
07/01/2024
4.150%
100.000
07/01/2025
4.150%
100.000
07/01/2026
4.150%
100.000
07/01/2027
275,000.00
4.150%
100.000
275,000.00
275,000.00
07/01/2028
285,000.00
4.150%
100.000
285,000.00
285,000.00
07/01/2029
5,335,000.00
4.150%
100.000
5,335,000.00
5,335,000.00
07/01/2030
5,560,000.00
4.150%
100.000
5,560,000.00
5,560,000.00
07/01/2031
5,795,000.00
4.150%
100.000
5,795,000.00
5,795,000.00
07/01/2032
6,025,000.00
4.150%
100.000
6,025,000.00
6,025,000.00
07/01/2033
6,275,000.00
4.150%
100.000
6,275,000.00
6,275,000.00
07/01/2034
6,540,000.00
4.150%
100.000
6,540,000.00
6,540,000.00
07/01/2035
6,810,000.00
4.150%
100.000
6,810,000.00
6,810,000.00
07/01/2036
7,095,000.00
4.150%
100.000
7,095,000.00
7,095,000.00
49,995,000.00
49,995,000.00
49,995,000.00
Stated
Weighted
Maturity
Interest
Issue
Redemption
Average
Date
Rate
Price
at Maturity
Maturity
Yield
Final Maturity
07/01/2036
4.150%
7,095,000.00
7,095,000.00
Entire Issue
49,995,000.00
49,995,000.00
10.1102
3.6844%
Proceeds used for accrued interest
0.00
Proceeds used for bond issuance costs (including underwriters' discount)
137,266.25
Proceeds used for credit enhancement
0.00
Proceeds allocated to reasonably required reserve or replacement fund
0.00
Proceeds used to refund prior tax-exempt bonds
49,930,445.70
Proceeds used to refund prior taxable bonds
0.00
Remaining WAM of prior tax-exempt bonds (years)
10.1866
Remaining WAM of prior taxable bonds (years)
0.0000
Last call date of refunded tax-exempt bonds
07/01/2026
2011 Form 8038 Statistics
Proceeds used to currently refund prior issues
0.00
Proceeds used to advance refund prior issues
49,930,445.70
Remaining weighted average maturity of the bonds to be currently refunded
0.0000
Remaining weighted average maturity of the bonds to be advance refunded
10.1866
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 16
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11.D.b
FORM 8038 STATISTICS
Collier County, Florida (Water -Sewer District)
Taxable Water and Sewer Utility Refunding Revenue Bonds, Series 2023
Assumes Conversion to TE in 2026
Preliminary Numbers
Refunded Bonds
Bond
Component
Date
Principal
Coupon
Price
Issue Price
Water and Sewer Refunding Revenue Bonds, Series 2016:
BOND
07/01/2029
5,035,000.00
5.000%
127.303
6,409,706.05
BOND
07/01/2030
5,290,000.00
5.000%
126.676
6,701,160.40
BOND
07/01/2031
5,560,000.00
5.000%
126.052
7,008,491.20
BOND
07/01/2032
5,830,000.00
5.000%
125.432
7,312,685.60
BOND
07/01/2033
6,120,000.00
5.000%
124.918
7,644,981.60
BOND
07/01/2034
6,430,000.00
5.000%
124.304
7,992,747.20
BOND
07/01/2035
6,750,000.00
5.000%
123.694
8,349,345.00
BOND
07/01/2036
7,090,000.00
5.000%
123.188
8,734,029.20
48,105,000.00
60,153,146.25
Remaining
Last
Weighted
Call
Issue
Average
Date
Date
Maturity
Water and Sewer Refunding
Revenue Bonds, Series 2016
07/01/2026
05/26/2016
10.1866
All Refunded Issues
07/01/2026
10.1866
Jan 3, 2023 1:01 pm Prepared by PFM Financial Advisors LLC Pa e 17
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11.D.c
RESOLUTION 2023- /CWS RESOLUTION 2023-
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 WATER -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
Packet Pg. 384
11.D.c
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 COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, AS THE
EX-OFFICIO CHAIRMAN OF THE
GOVERNING BOARD OF THE COLLIER
COUNTY WATER -SEWER DISTRICT
ATTEST:
Crystal K. Kinzel, Clerk of the Circuit
Court and Comptroller of Collier County,
Florida and Ex-Officio Clerk of the Board
of County Commissioners
Approved as to form and legal sufficiency:
Jeffrey A. Klatzkow, County Attorney
12
, Chairman
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1*114:II:11Will
PROPOSAL OF THE PURCHASER
a
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19►:4:IIIII1811
FORM OF BOND PURCHASE AND EXCHANGE AGREEMENT
a
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EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
a
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11.D.d
J.P. Morgan
COLLIER COUNTY WATER -SEWER DISTRICT
Direct Purchase Taxable to Tax -Exempt Refunding Bond
Summary of Terms and Conditions
October 20, 2022
This Summary of Terms and Conditions ("Term Sheet") is confidential, is intended as a statement of indicative terms only,
and is provided to facilitate additional discussion. It is a proposal for your consideration only and not a commitment by
JPMorgan Chase Bank, N.A. ("JPMorgan") to provide the financing described in this Term Sheet. The rates and fees set
forth in this proposal are indicative and are subject to market conditions at all times until JPMorgan would commit to
them in writing and, in any event, should not be regarded as indicative after the date of this Term Sheet. Subject to the
foregoing, the terms in this proposal expire on December 6, 2022.
PRINCIPAL INDICATIVE TERMS:
Purchaser
JPMorgan Chase Bank, N.A. ("Bank" or "Purchaser")
Issuer
Collier County Water -Sewer District ("Issuer" or "District")
Facility/Amount
A single maturity Taxable to Tax -Exempt Refunding Bond in an amount not -to -
exceed $52,000,000 ("Bond" or "Facility")
Purpose
Proceeds of the Facility would be used to (1) refund all of the District's
outstanding Water and Sewer Refunding Revenue Bonds, Series 2016, and (2) to
pay the cost of issuance.
Security
Senior parity pledge of and lien on (1) the Net Revenues of the District's Water
and Sewer System, (2) impact fees, and (3) moneys on deposit in certain funds
and accounts established under the hereinafter defined Bond Resolution.
Interest Rates
Please refer to the attached Appendix for specific indicative rates. The fixed
interest rate on the Bond will initially be taxable and may be converted to tax-
exempt at the Interest Rate Conversion Date defined below upon the
Purchaser's receipt of an opinion from Bond Counsel stating that the Bond is
exempt from Federal and State taxation. Such opinion must be addressed to
the Purchaser or separate reliance letter issued to the Purchaser. In the event
the Bond is unable to convert from taxable to tax-exempt at the Interest Rate
Conversion Date defined below, the Bond would maintain its taxable fixed
interest rate.
Interest Day Basis
30/360
Financial Covenants
The Purchaser would require the System's existing Rate Covenant and
Additional Bonds Test as outlined in the Bond Resolution.
Closing Date
December 6, 2022, or other date mutually agreeable to the Purchase and Issuer
("Closing Date")
Packet Pg. 399
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Confidential
Interest Rate Conversion Date
July 1, 2026 ("Interest Rate Conversion Date")
Bond Maturity Date:
July 1, 2036 ("Bond Maturity Date")
Legal Fees
Issuer to pay all legal fees of the Purchaser. Mark -David Adams of Locke Lord LLP
to be engaged to represent the Purchaser. Legal fees are estimated at $12,000
(review only) and based on the scope of financing as presented. With respect to
payment of the legal fee, $10,000 to be paid on the Closing Date and the
remaining $2,000 to be paid on the Interest Rate Conversion Date.
Bond Treatment
While Purchaser is a bondholder, the Facility shall not be rated by any rating
agency, shall not be initially registered to participate in DTC, shall not contain a
CUSIP number and shall not be marketed pursuant to any Official Statement,
Offering Memorandum, or any other disclosure documentation. The Purchaser
shall take physical delivery of the Bond at closing. Except for the final principal
payment, physical presentment of the Bond would not be required for principal
payments.
Additional customary terms and explanations follow in the attached Appendix
J.P. Morgan
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11.D.d
APPENDIX
INTEREST RATES, PAYMENTS AND FEES
Fixed Interest Rate: The Facility would accrue interest at a fixed interest rate per annum as set forth below, based
upon the option below selected by the Issuer prior to closing. The following fixed interest rates
are indicative as of October 20, 2022 and are subject to change daily until a written rate lock
letter agreement is executed between the Issuer and the Purchaser:
Bond Payments /
Amortization:
Bond
Maturity Date
Optional
Redemption Date
Indicative Fixed
Rate (Taxable)
Indicative Fixed
Rate (Tax -Exempt)
July 1, 2036
N/A; Non -Callable
4.652% per annum
3.80% per annum
July 1, 2036
July 1, 2027*
4.982% per annum
4.07% per annum
July 1, 2036
July 1, 2032*
4.725% per annum
3.86% per annum
* The Note is callable at par on (or after) the Optional Redemption Date.
The Bond would initially bear interest to the Bond Maturity Date at a per annum taxable fixed
rate of interest set forth below, based on the option selected by the Issuer prior to closing.
With receipt of Bond Counsel's tax-exempt opinion, the Bond would convert to the tax-exempt
fixed rate per annum set forth below on July 1, 2026. In the event the Bond is unable to convert
from taxable to tax-exempt at the Interest Rate Conversion Date, the Bond would maintain its
taxable fixed interest rate.
Interest would be payable semi-annually each January 1 and July 1, commencing on July 1,
2023.
Principal would be payable annually each July 1, commencing on July 1, 2024 based on the
following amortization schedule:
Principal Payment Date
Amount
J u I y 1, 2024
$5,000
July 1, 2025
$10,000
1uIy1,2026
$10,000
July 1, 2027
$410,000
July 1, 2028
$425,000
J u I y 1, 2029 $5,475,000
1 u I y 1, 2030 $5,675,000
Principal Payment Date
Amount
July 1, 2031
$5,880,000
Ju I y 1, 2032
$6,080,000
July 1, 2033
$6,295,000
July 1, 2034
$6,525,000
July 1, 2035
$6,755,000
July 1, 2036
$6,995,000
Total
$50,540,000
The Purchaser acknowledges that there may be adjustments to the amortization schedule
above. The finalization of the amortization schedule would be a condition precedent to the
Purchaser's acceptance of any written rate lock letter agreement.
Prepayment/Breakage: The Bond may be prepaid in whole or in part, without premium or penalty, on any Optional
Redemption Date as defined above, if such option is selected by the Issuer prior to closing. Any
prepayment on any date other than those provided for above is subject to breakage costs
payable by the Issuer.
Default Rate: Upon an Event of Default, interest would then be computed at the Default Rate, which would
be defined as the then -applicable fixed interest rate + 400 basis points.
OTHER FACILITY TERMS AND PROVISIONS
Drawdown: The proceeds of the Facility would be fully drawn on the date of issuance.
Required Documents: The terms of the Facility would be evidenced by definitive agreements, instruments and
documents (collectively, the "Facility Documents") that are usual and customary for a direct
J.P. Morgan
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Confidential
purchase bond transaction. The Facility Documents would include, but not be limited to, the
terms and conditions outlined herein as well as representations and warranties, covenants,
conditions precedent, events of default, remedies, compliance with anti -corruption and
sanctions laws, and would otherwise be satisfactory in form and substance to the Purchaser
and its counsel. The Facility Documents to be prepared by Bond Counsel or Issuer's Counsel,
as appropriate.
The fixed interest rate on the Bond will initially be taxable and may be converted to tax-exempt
at the Interest Rate Conversion Date, as defined previously, upon the Purchaser's receipt of an
opinion from Bond Counsel stating that the Bond is exempt from Federal and State taxation.
Such opinion must be addressed to the Purchaser or separate reliance letter issued to the
Purchaser. In the event the Bond is unable to convert from taxable to tax-exempt at the
Interest Rate Conversion Date, the Bond would maintain its taxable fixed interest rate.
Conditions Precedent: Usual and customary representations and warranties and other conditions prior to the
issuance of the bond for like situated issuers and for the type and term of the Facility, including
absence of default, absence of material litigation and absence of material adverse change from
the Issuer's financial conditions and operations as reflected in the financial statements of the
Issuer as of September 30, 2021.
Additional conditions precedent would include delivery of acceptable Facility Documents and
legal opinions, including an opinion of bond counsel as to the validity and enforceability of the
obligations of the Issuer under the Facility Documents and, after the Interest Rate Conversion
Date, that interest payable on the Facility is exempt from federal and State of Florida income
taxation.
Financial Covenants: The Purchaser would require the System's existing Rate Covenant and Additional Bonds Test
as outlined in the Bond Resolution.
Reporting Covenants: The Issuer would provide the following items in an electronic format acceptable to the
Purchaser:
1. Audited, comprehensive financial statements within 240 days of the fiscal year end.
2. Additional information as reasonably requested by the Purchaser.
Tax Gross -Up: If the interest payable on the Bond becomes taxable for any reason after the conversion of the
to a tax-exempt rate on the Interest Rate Conversion Date, the interest rate would increase
from the effective date of such taxability to the taxable equivalent rate.
The Purchaser would not require any adjustment to the Interest Rate for (i) changes to the
regulatory environment or required regulatory capital, or (ii) changes to the Purchaser's
marginal corporate tax rate or (iii) changes due to a decline in the Issuer's public bond rating.
Sale / Assignment: The Issuer would agree that the Purchaser may without limitation (i) at any time sell, assign,
pledge or transfer all or a portion of the bond, or one or more interests in all or any part of the
Purchaser's rights and obligations under the bond to one or more assignees and/or participants
which may include affiliates of the Purchaser; and (ii) at the Purchaser's option, disclose
information and share fees with such assignees and/or participants.
Waiver of Jury Trial: The Issuer and the Purchaser will waive, to the fullest extent permitted by applicable law, any
right to have a jury participate in resolving any dispute in any way related to this Term Sheet,
any related documentation, or the transactions contemplated hereby or thereby.
Governing Law: All aspects of the Facility including this Term Sheet and any Facility Documents would be
governed by the laws of the State of Florida.
J.P. Morgan
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11.D.d
Confidential
Municipal Advisor
Disclosure: The Issuer acknowledges and agrees that (i) the transaction contemplated herein is an arm's
length commercial transaction between the Issuer and the Purchaser and its affiliates, (ii) in
connection with such transaction, the Purchaser and its affiliates are acting solely as a principal
and not as an advisor including, without limitation, a "Municipal Advisor" as such term is
defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related
final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Issuer, (iii) the Purchaser
and its affiliates are relying on the bank exemption in the Municipal Advisor Rules, (iv) the
Purchaser and its affiliates have not provided any advice or assumed any advisory or fiduciary
responsibility in favor of the Issuer with respect to the transaction contemplated hereby and
the discussions, undertakings and procedures leading thereto (whether or not the Purchaser,
or any affiliate of the Purchaser, has provided other services or advised, or is currently
providing other services or advising the Issuer on other matters), (v) the Purchaser and its
affiliates have financial and other interests that differ from those of the Issuer, and (vi) the
Issuer has consulted with its own financial, legal, accounting, tax and other advisors, as
applicable, to the extent it deemed appropriate.
Expenses: The Issuer would pay or reimburse the Purchaser for all its out-of-pocket costs and expenses
and reasonable attorneys' fees where not prohibited by applicable law and incurred in
connection with (i) the development, preparation and execution of the Facility, and (ii) in
connection with the enforcement or preservation of any rights under any agreement, any
amendment, supplement, or modification thereto, and any other loan documents both before
and after judgment.
Information Sharing: The Issuer would agree that the Purchaser may provide any information or knowledge the
Purchaser may have about the Issuer or about any matter relating to the Facility Documents
or the Facility described in this Term Sheet to JPMorgan Chase & Co., or any of its subsidiaries
or affiliates or their successors, or to any one or more purchasers or potential purchasers of
the bond, or participants or assignees of the bond or the Facility described in this Term Sheet.
EMMA and Rating
Agency Disclosure: Purchaser acknowledges that information about the Facility may be posted on the MSRB's
EMMA website as may be required under MSRB rules, may be referenced in "new event
notice" requirements under SEC rules, or otherwise disclosed pursuant to best practices in
order to maintain transparency with Issuer's existing creditors and rating agencies. Such
information, inclusive of the bond indenture, may be posted and/or disclosed, subject to
redaction, as requested by Purchaser, including, without limitation, signatures/names, account
numbers, wire transfer and payment instructions and any other data that could be construed
as sensitive information, to the extent that such redactions would not violate any disclosure
obligations under applicable MSRB and SEC rules.
Know Your Customer: All "Know Your Customer" requirements will be met.
Loan Closing Statement: Issuer to provide a loan closing statement, signed by an authorized signer, that provides all
disbursement instructions including wire details, if applicable.
Confidentiality: This Term Sheet is for the Issuer's confidential review and may not be disclosed by it to any
other person other than its employees, attorneys, board members and financial advisors (but
not other commercial lenders), and then only in connection with the transactions being
discussed and on a confidential basis, except where disclosure is required by law, or where the
Purchaser consents to the proposed disclosure.
J.P. Morgan
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11.D.d
Confidential
Bank Contacts: Ralph Hildevert
Anthony "Jay" Robinson
Executive Director
Vice President, Credit Risk
1450 Brickell Avenue, 15th Floor
450 S. Orange Avenue, Suite 1000
Miami, Florida 33131
Orlando, FL 32801
Work (305) 579-9320
Work (407) 236-5472
ralph.hildevert@jpmorgan.com
jay.robinson@jpmorgan.com
If you have any questions regarding the above indicative terms, please do not hesitate to contact either of us.
Yours sincerely,
JPMORGAN CHASE BANK, N.A.
By:
Ralph Hildevert
Executive Director
By: / 3
Anthony Jay Robinson
Vice President, Credit Risk
J.P. Morgan
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11.D.e
BOND PURCHASE AND EXCHANGE AGREEMENT
between
COLLIER COUNTY WATER -SEWER DISTRICT
and
JPMORGAN CHASE BANK, N.A.
Dated January 17, 2023
Relating to:
Collier County Water -Sewer District
Water and Sewer Refunding Revenue Bond, Series 2026
Packet Pg. 405
11.D.e
BOND PURCHASE AND EXCHANGE AGREEMENT
This BOND PURCHASE AND EXCHANGE AGREEMENT (this "Bond
Exchange Agreement") is dated January 17, 2023 and is between JPMORGAN CHASE
BANK, N.A., a national banking association (together with its successors and assigns, the
"Purchaser") and COLLIER COUNTY WATER -SEWER DISTRICT (the "Issuer"), an
independent special district and body corporate and politic created and existing under and
by virtue of the laws of the State of Florida (the "State"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Resolution, hereinafter defined.
WITNESSETH:
WHEREAS, under the authority of the Constitution and laws of the State of Florida,
particularly Part II of Chapter 153, Florida Statutes, Chapter 2003-353, Laws of Florida
and other applicable provisions of law, and pursuant to 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, particularly as supplemented by Resolution 2023- /CWS
Resolution 2023- adopted on January 10, 2023 (collectively, the "Resolution"), the
Board of County Commissioners of the Collier County, Florida, acting as the ex-officio
governing body of the Issuer authorized the execution and delivery of a bond designated
"Collier County Water -Sewer District Taxable Water and Sewer Refunding Revenue
Bond, Series 2023" (the "Series 2023 Bond") to the Purchaser; and
WHEREAS, the proceeds of the Series 2023 Bond will be used to refund and
defease all of the Issuer's outstanding Collier County Water -Sewer District Water and
Sewer Refunding Revenue Bonds, Series 2016 and pay certain costs of issuing such Series
2023 Bond; and
WHEREAS, pursuant to the Resolution, the Issuer has also authorized the issuance
of a bond designated "Collier County Water -Sewer District Water and Sewer Refunding
Revenue Bond, Series 2026" (the "Series 2026 Bond") to the Purchaser in 2026 which
Series 2026 Bond may only be delivered in exchange for and in order to refinance the
Series 2023 Bond to the extent and in the manner set forth herein and in the Resolution;
and
WHEREAS, the Series 2023 Bond and the Series 2026 Bond (collectively, the
"Series 2023/2026 Bonds") shall be special obligations of the Issuer, payable solely from
and secured by a lien upon and pledge of the Pledged Funds (as defined in the Resolution),
in the manner and to the extent provided in the Resolution and 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 all Bonds Outstanding (as such terms are defined in the
Resolution) under the Resolution (the "Outstanding Parity Bonds"); and
Packet Pg. 406
11.D.e
WHEREAS, pursuant to the Resolution, the Issuer is authorized to enter into this
Bond Exchange Agreement providing the option of the Issuer to require the Purchaser to
tender the Series 2023 Bond to the Issuer on April 2, 2026, or such other subsequent date
as set forth in a notice delivered in writing to the Purchaser not less than 14 days prior to
the mandatory tender date (the "Exchange Date") in exchange for the execution by the
Issuer and delivery to the Purchaser of the Series 2026 Bond on the Exchange Date and
upon such additional conditions as set forth herein; and
WHEREAS, upon the tender of the Series 2023 Bond to the Issuer on the Exchange
Date and the issuance of the Series 2026 Bond in exchange therefor, all as provided herein,
the Series 2023 Bond shall be redeemed and thereby extinguished without any further
action by the Issuer or the Purchaser;
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and other valuable consideration the sufficiency and receipt of which is
hereby acknowledged, the Issuer and the Purchaser agree as follows:
1. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE ISSUER.
The Issuer represents, warrants and covenants that:
(a) The Issuer is an independent special district and body corporate and politic
under the laws of the State. Pursuant to the Resolution, the Issuer has duly authorized the
execution and delivery of this Bond Exchange Agreement, the Escrow Deposit Agreement
between the Issuer and U.S. Bank Trust Company, National Association, as escrow agent,
(the "Escrow Agreement") and the Series 2023/2026 Bonds (collectively, and together with
the Resolution, the "Transaction Documents") and the performance by the Issuer of all of
its obligations thereunder.
(b) The Issuer has complied with all of the provisions of the Constitution and
laws of the State with respect to the authorization, execution and delivery of the
Transaction Documents, and has full power and authority to enter into and consummate all
transactions contemplated by Transaction Documents, and to perform all of its obligations
hereunder and thereunder, and to the best knowledge of the Issuer, the transactions
contemplated hereby do not conflict with the terms of any statute, order, rule, regulation,
judgment, decree, agreement, instrument or commitment to which the Issuer is a party or
by which the Issuer is bound.
(c) The Issuer is duly authorized and entitled to execute and deliver the Series
2023 Bond and upon the Exchange Date, if the Series 2023 Bond is tendered, will be duly
authorized and entitled to execute and deliver the Series 2026 Bond. This Bond Exchange
Agreement and the Series 2023 Bond are, and the Series 2026 Bond if issued and
exchanged for the Series 2023 Bond as provided herein will constitute, legal, valid and
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11.D.e
binding obligations of the Issuer enforceable in accordance with their respective terms,
subject as to enforceability to 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.
(d) There are no actions, suits or proceedings pending or, to the knowledge of
the Issuer, threatened against or affecting the Issuer, at law or in equity, or before or by any
governmental authority, that, if adversely determined, would materially impair the ability
of the Issuer to perform its obligations under the Transaction Documents.
(e) No authorization, consent, approval, license, exemption of or registration or
filing with any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, has been or will be necessary for the valid execution,
delivery and performance by the Issuer of the Transaction Documents and the related
documents, except such as have been obtained, given or accomplished.
(f) The audited financial statements of the Issuer for the fiscal year ended
September 30, 2021, presented fairly the results of the Issuer's financial position and results
of operations as of such date and for the fiscal year then ended. Since September 30, 2021,
there has been no material adverse change in the financial condition of the Issuer, except
as disclosed to the Purchaser.
(g) There is no Event of Default occurring under the Resolution or a default that
with the passage of time or the giving of notice would be an Event of Default under the
Resolution.
2. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE PURCHASER. The Purchaser represents that it is a United
States of America national banking corporation and that this Bond Exchange Agreement is
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms,
subject as to enforceability to receivership, insolvency and other similar laws affecting
banks, or by the exercise of judicial discretion in accordance with general principles of
equity.
3. AUTHORITY FOR SERIES 2023/2026 BONDS. The Series 2023/2026
Bonds are authorized to be executed and delivered pursuant to the Resolution and shall be
secured pursuant to the provisions thereof.
4. TERMS OF SERIES 2026 BOND. If issued and delivered, the Series 2026
Bond shall have the terms and provisions set forth in the Resolution and the form of the
Series 2026 Bond shall be as set forth in Section 2.10 of the Resolution. The interest rate
for the Series 2026 Bond shall be 3.39% per annum, subject to adjustment as provided in
the Resolution. The Series 2026 Bond shall be issued in the principal amount of the Series
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11.D.e
2023 Bond as of the Exchange Date and shall have the same maturity schedule as the Series
2023 Bond as of the Exchange Date.
5. O TION TO REQUIRE TENDER OF SERIES 2023 BOND AND
EXCHANGE FOR SERIES 2026 BOND. Upon the terms and conditions set forth
herein, including but not limited to Section 7 hereof, (a) at the option of and direction of
the Issuer, the Series 2023 Bond shall be subject to mandatory tender and presentment by
the Purchaser to the Issuer on the Exchange Date, and (b) in the event the Issuer exercises
such option, on the Exchange Date (i) the Purchaser agrees to tender and present the Series
2023 Bond to the Issuer and to accept from the Issuer the duly executed and authenticated
Series 2026 Bond in the form set forth in Section 2.10 of the Resolution, in a principal
amount equal to the outstanding and unpaid principal amount of the Series 2023 Bond on
the Exchange Date, together with payment by the Issuer to the Purchaser of the accrued
and unpaid interest on the Series 2023 Bond to the Exchange Date, if any, and (ii) upon
such tender, payment and exchange, the Series 2023 Bond shall be deemed to be discharged
and cancelled without any further action by the Issuer or the Purchaser. To exercise such
option, the Issuer shall provide written notice of the exercise of such option to the Purchaser
not less than 14 days prior to the Exchange Date, such notice identifying the Exchange
Date. In the event that all conditions precedent set forth herein to the exchange of the
Series 2026 Bond for the Series 2023 Bond have not been satisfied by the Issuer by the
Exchange Date, the exchange shall not occur and the Series 2023 Bond shall be
immediately returned to the Purchaser and will remain outstanding. In the event that all
conditions precedent set forth herein to the exchange have been satisfied by the Issuer by
the Exchange Date, but the Series 2023 Bond is not delivered by the Purchaser to the Issuer
on the Exchange Date, the delivery of the Series 2026 Bond by the Purchaser to the Issuer
shall nonetheless be deemed to have occurred on the Exchange Date and the Series 2023
Bond shall be deemed to be discharged and cancelled.
6. CLOSING OF EXECUTION, DELIVERY AND EXCHANGE OF
SERIES 2026 BOND. If the Issuer shall have exercised its option to require the mandatory
tender of the Series 2023 Bond by the Purchaser to the Issuer on the Exchange Date, as set
forth in Section 5 hereof, the Purchaser shall, subject to the terms and conditions hereof,
tender the Series 2023 Bond to the Issuer at the address provided herein, in exchange for
the Series 2026 Bond and payment by the Issuer to the Purchaser of the accrued and unpaid
interest on the Series 2023 Bond as of the Exchange Date, if any, and the Issuer shall,
subject to the terms and conditions hereof, deliver the Series 2026 Bond in a principal
amount equal to the outstanding and unpaid principal amount of the Series 2023 Bond on
the Exchange Date, to or upon the order of the Purchaser, duly executed, and, subject to
the terms and conditions hereof, the Purchaser shall accept such delivery and payment in
exchange for the Series 2023 Bond (such delivery and exchange herein called the "Series
2026 Bond Exchange"). The Series 2026 Bond Exchange shall occur at the Issuer's offices
in Naples, Florida, or such other place as shall have been mutually agreed upon by the
Issuer and the Purchaser.
C!
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11.D.e
7. CLOSING CONDITIONS FOR SERIES 2026 BOND EXCHANGE.
The Purchaser's obligation under this Bond Exchange Agreement to undertake the Series
2026 Bond Exchange shall be conditioned upon the performance of the covenants and
agreements to be performed hereunder and under such other documents required hereby to
be delivered at or prior to the Exchange Date, and shall also be subject to the following
additional conditions:
(a) At the Exchange Date, there shall be no Event of Default under the
Resolution and the Resolution shall be in full force and effect and shall not have been
amended or modified, except as agreed to in writing by the Purchaser.
(b) At the Exchange Date, there will be no pending or, to the knowledge of the
Issuer, threatened, litigation or lawful proceeding of any nature seeking to restrain or enjoin
the execution, sale or delivery of the Series 2026 Bond, or in any way contesting or
affecting the validity or enforceability of the Transaction Documents, or contesting in any
way the proceedings of the Issuer taken with respect thereto, or the power of the Issuer
with respect thereto, or contesting the due existence of the Issuer, and the Purchaser will
receive the certificate of the Issuer to the foregoing effect.
(c) At the Exchange Date, the Purchaser (or the holder of the Series 2026 Bond
as designated herein) shall receive the following documents, each dated the Exchange Date:
(i) The opinion of Bond Counsel, dated the Exchange Date, in
substantially the form attached hereto as Exhibit B, including a reliance letter to the
Purchaser;
(ii) An opinion of opinion of the County Attorney, dated the Exchange
Date and addressed to the Purchaser and Bond Counsel, in substantially the form
attached hereto as Exhibit C;
(iii) A certificate dated the Exchange Date, signed by the Chairman of the
Board of County Commissioners of the Issuer, or other appropriate officials
satisfactory to the Purchaser, to the effect that (A) the representations of the Issuer
in subsections 1(a), (b), (c) and (e) and subsections 7(a) and (b) hereof are true and
correct in all material respects as of the Exchange Date, (B) no Event of Default
exists under the Resolution or that with the giving of notice of the passage of time
would be an Event of Default under the Resolution, and (C) the Issuer has performed
all obligations to be performed and has satisfied all conditions on its part to be
observed or satisfied under this Bond Exchange Agreement and the Resolution, as
of the Exchange Date;
(iv) A copy of the Resolution, certified by the Clerk of the Issuer as being
complete and in full force and effect and as not having been amended after its date
except as may be permitted in compliance with the terms thereof;
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11.D.e
(v) Payment to the Purchaser of the accrued and unpaid interest on the
Series 2023 Bond as of the Exchange Date, if any;
(vi) An executed IRS Form 8038-G;
(vii) An executed Certificate as to Arbitrage and Other Tax Matters;
(viii) Evidence that the additional bonds test set forth in Section 6.02 of the
Resolution has been met; and
(ix) The original fully executed Series 2026 Bond registered in the name
of such holder as directed by the Purchaser.
All of the evidence, opinions, letters, certificates, instruments and other documents,
mentioned above or elsewhere in this Bond Exchange Agreement shall be deemed to be in
compliance with the provisions hereof if, but only if, they are fully completed and executed
by all required parties in the form specified herein or are otherwise in form and substance
satisfactory to the Purchaser and its counsel.
If the conditions to the obligations of the Purchaser to exchange the Series 2023
Bond for the Series 2026 Bond are not satisfied this Bond Exchange Agreement will
continue in full force and effect.
(d) On the Exchange Date, the Purchaser (or the holder of the Series 2026 Bond)
shall deliver the Lender's Investment Certificate set forth in Exhibit A.
8. EXPENSES. The Purchaser shall be under no obligation to pay, and the
Issuer shall pay, such expenses incident to the execution and delivery of the Series
2023/2026 Bonds, this Bond Exchange Agreement and the Escrow Agreement, and the
performance of the Issuer's obligations hereunder, including, but not limited to the
following expenses: (i) the cost of preparing the Transaction Documents; (ii) the fees and
disbursements of Bond Counsel; (iii) the fees and disbursements of the independent
registered municipal advisor to the Issuer; and (iv) the fees and disbursements of any
experts, accountants, consultants or advisors retained by the Issuer. If the exchange of the
Series 2023 Bond for the Series 2026 Bond occurs on the Exchange Date in the manner
provided herein and closing documents in the forms attached as exhibits hereto, the Issuer
shall pay the fees of counsel to the Purchaser in the amount of $2,000 on the Exchange
Date.
9. AMENDMENT OF THIS BOND EXCHANGE AGREEMENT. This
Bond Exchange Agreement may only be amended in a written instrument executed by the
Issuer and the Purchaser.
10. NOTICES. Any notice, demand, direction, request or other instrument
authorized or required by this Bond Exchange Agreement to be given to the Issuer or the
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11.D.e
Purchaser shall be sent by United States certified mail, first-class postage prepaid, return
receipt requested, or by overnight common courier, addressed as follows (unless changed
as hereinafter provided):
If to the Issuer: Collier County Water -Sewer District
3301 East Tamiami Trail, Building F
Naples, Florida 34112
Attention: County Administrator
w/ a copy to the Clerk
If to the Purchaser: JPMorgan Chase Bank, N.A.
1450 Brickell Avenue, 15th Floor
Miami, Florida 33131
Attn: Executive Director
Upon written notice to the respective parties mentioned above given in the manner
provided above, any of the above or subsequent addresses may be changed.
11. WAIVER OF JURY TRIAL. Each party hereto hereby knowingly,
voluntarily, intentionally and irrevocably waives, to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in any legal proceeding directly or
indirectly arising out of or relating to this Bond Exchange Agreement or any other
document executed in connection herewith or the transactions contemplated hereby or
thereby (whether based on contract, tort or any other theory).
12. APPLICABLE LAW; VENUE. The substantive laws of the State of
Florida shall govern this Bond Exchange Agreement, the Series 2023/2026 Bonds or any
agreement contemplated to be executed in connection with this Bond Exchange
Agreement. The parties hereto submit to the jurisdiction of Florida courts and federal
courts and agree that venue for any suit concerning this Bond Exchange Agreement, the
Series 2023/2026 Bonds or any agreement contemplated to be executed in connection with
this Bond Exchange Agreement shall be in Collier County, Florida and the Middle District
of Florida and applicable appellate courts.
13. SEVERABILITY. If any clause, provision or section of this Bond
Exchange Agreement shall be held illegal or invalid by any court, the invalidity of such
provisions or sections shall not affect any other provisions or sections hereof, and this Bond
Exchange Agreement shall be construed and enforced to the end that the transactions
contemplated hereby be effected and the obligations contemplated hereby be enforced, as
if such illegal or invalid clause, provision or section had not been contained herein.
14. NON -ASSIGNABILITY. This Bond Exchange Agreement may not be
assigned by the Issuer.
7
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15. PATRIOT ACT. The Purchaser is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001)) (the "Patriot
Act") and hereby notifies the Issuer that pursuant to the requirements of the Patriot Act, it
is required to obtain, verify and record information that identifies the Issuer, which
information includes the name and address of the Issuer and other information that will
allow the Purchaser to identify the Issuer in accordance with the Patriot Act.
16. COUNTERPARTS. This Bond Exchange Agreement may be executed in
several counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Bond Exchange
Agreement to be effective between them as of the date of first set forth above.
JPMORGAN CHASE BANK, N.A.
Anthony Jay Robinson, Authorized Officer
COLLIER COUNTY WATER -SEWER
DISTRICT
(SEAL)
Chairman, Board of County Commissioners
of Collier County, Florida, as the Ex-Officio
Chairman of the Collier County Water -Sewer
District
ATTEST:
Clerk of the Circuit Court and
Comptroller and Ex-Officio Clerk
of the Board of County Commissioners
Approved as to form and legal sufficiency:
Jeffrey A. Klatzkow, County Attorney
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LIST OF EXHIBITS
Exhibit A Lender's Investment Certificate relating to Series 2026 Bond
Exhibit B Form of Opinion of Bond Counsel relating to Series 2026 Bond
Exhibit C Form of Opinion of County Attorney relating to Series 2026 Bond
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1*114:II:11Will
LENDER'S INVESTMENT CERTIFICATE
RELATING TO SERIES 2026 BOND
Packet Pg. 415
11.D.e
JPMORGAN CHASE BANK, N.A.
LENDER'S INVESTMENT CERTIFICATE
2026
Board of County Commissioners,
acting as the ex-officio governing body
of the Collier County Water -Sewer District
Naples, Florida
Ladies and Gentlemen:
In connection with the purchase of the $ principal amount of the Collier
County Water -Sewer District Water and Sewer Refunding Revenue Bond, Series 2026 (the
"Series 2026 Bond") authorized to be issued pursuant to 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, particularly as supplemented by Resolution 2023- /CWS
Resolution 2023- adopted on January 10, 2023 (collectively, the "Resolution"),
authorizing the issuance of the Series 2026 Bond, (the "Purchaser")
hereby acknowledges and represents that (1) the Purchaser is familiar with the Issuer as it
relates to the Resolution and the Series 2026 Bond; (2) the Purchaser has been furnished
certain business and financial information about the Issuer; (3) the Issuer has made
available to the Purchaser the opportunity to obtain additional information and to evaluate
the merits and risks of the purchase of the Series 2026 Bond; and (4) the Purchaser has had
the opportunity to ask questions of and receive answers from representatives of the Issuer
concerning the terms and conditions of the purchase and the information supplied to the
Purchaser.
The Purchaser acknowledges that it has been advised that the Series 2026 Bond will
not be 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
Purchaser, therefore, realizes that if and when the Purchaser wishes to resell the Series
2026 Bond, there may not be available current business and financial information about
the Issuer. Further, no trading market now exists for the Series 2026 Bond. Accordingly,
the Purchaser understands that it may need to bear the risks of this purchase for an indefinite
time, since any sale prior to the maturity of the Series 2026 Bond may not be possible or
may be at a price below that which the Purchaser is paying for the Series 2026 Bond.
Packet Pg. 416
11.D.e
The Purchaser acknowledges that the Series 2026 Bond is being purchased as part
of a direct purchase of the Series 2026 Bond negotiated directly between the Issuer and the
Purchaser and that no disclosure document has been prepared in connection with the
issuance of the Series 2026 Bond.
The Purchaser is purchasing the Series 2026 Bond for its own account and not with
a present view to any distribution of the Series 2026 Bond or any interest therein or portion
thereof, provided that the Purchaser retains the right at any time to dispose of the Series
2026 Bond as it may determine to be in its best interests. In the event that the Purchaser
disposes of its interest in the Series 2026 Bond in the future, the Purchaser acknowledges
the restrictions on transfer set forth in the Resolution.
The Purchaser acknowledges and agrees that the Series 2026 Bond shall be secured
solely as provided in the Resolution, it being understood that neither the Series 2026 Bond
nor the interest represented thereby shall be or constitute a general obligation of the Issuer,
the State of Florida, or any political subdivision or agency thereof, or a pledge of the faith
and credit of the Issuer, the State of Florida, or any political subdivision or agency thereof,
or a lien upon any property of or located within the boundaries of the Issuer, but shall be
secured by and payable from a lien on and pledge of the Pledged Funds (as defined in the
Resolution) of the Issuer in the manner and to the extent provided in the Resolution.
Very truly yours,
By:
Title:
A-2
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19►:4:IIII18"1
FORM OF OPINION OF BOND COUNSEL
RELATING TO SERIES 2026 BOND
Packet Pg. 418
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52026
Board of County Commissioners,
acting as the ex-officio governing body
of the Collier County Water -Sewer District
Naples, Florida
Dear Board Members:
We have examined a record of proceedings relating to the issuance by the Collier
County Water -Sewer District (the "Issuer") of its $ Collier County Water -
Sewer District Water and Sewer Refunding Revenue Bond, Series 2026 (the "Series 2026
Bond"). The Bond is issued under the authority of the Constitution and laws of the State
of Florida, particularly Part II of 153 Chapter 153, Florida Statutes, Chapter 2003-353,
Laws of Florida and other applicable provisions of law, and pursuant to 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, particularly as supplemented by
Resolution 2023- /CWS Resolution 2023- adopted on January 10, 2023
(collectively, the "Resolution").
The Series 2026 Bond is dated , 2026, and has a final maturity of July 1,
2036. The Series 2026 Bond shall bear interest at the applicable rate thereto described in
the Resolution and is subject to optional redemption prior to maturity in accordance with
the terms of the Resolution. The Series 2026 Bond is in the form of one fully registered
bond.
The Series 2026 Bond is being issued for the principal purpose of refunding the
Collier County Water -Sewer District Taxable Water and Sewer Refunding Revenue Bond,
Series 2023 (the "Refunded Bond"). The Refunded Bond shall be redeemed in full as of
the date hereof.
PIM
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Board of County Commissioners , 2026
acting as the ex-officio governing body
of the Collier County Water -Sewer District
Page 2
As to questions of fact material to our opinion, we have relied upon the
representations of the Issuer contained in the Resolution and in the certified proceedings
related thereto and to the issuance of the Series 2026 Bond and other certifications of public
officials furnished to us in connection therewith without undertaking to verify the same by
independent investigation. Furthermore, we have assumed continuing compliance with the
covenants and agreements contained in the Resolution. We have not undertaken an
independent audit, examination, investigation or inspection of the matters described or
contained in any agreements, documents, certificates, representations and opinions relating
to the Series 2026 Bond, and have relied solely on the facts, estimates and circumstances
described and set forth therein. In our examination of the foregoing, we have assumed the
genuineness of signatures on all documents and instruments, the authenticity of documents
submitted as originals and the conformity to originals of documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
I. The Issuer is a duly created and validly existing independent special district
and body corporate and politic under the laws of the State of Florida.
2. The Issuer 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 Issuer, is in full force and effect in accordance with its terms and is valid
and binding upon the Issuer 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 Issuer is duly authorized and entitled to issue the Series 2026 Bond, and
the Series 2026 Bond has been duly and validly authorized and issued by the Issuer in
accordance with the Constitution and Laws of the State of Florida and the Resolution. The
Series 2026 Bond constitutes a valid and binding obligation of the Issuer as provided in the
Resolution, is enforceable in accordance with its terms and the terms of the Resolution and
is entitled to the benefits of the Resolution and the laws pursuant to which it is issued. The
Series 2026 Bond is issued on parity under the Resolution with certain other Bonds (as
defined in the Resolution) that are outstanding under the Resolution, to the extent and
except as provided in the Resolution. The Series 2026 Bond does not constitute a general
indebtedness of the Issuer 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 is payable from
the Pledged Funds in the manner and to the extent provided in the Resolution. No holder
of the Series 2026 Bond shall ever have the right to compel the exercise of any ad valorem
M.
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Board of County Commissioners , 2026
acting as the ex-officio governing body
of the Collier County Water -Sewer District
Page 3
taxing power of the Issuer or the State of Florida or any political subdivision, agency or
department thereof to pay the Series 2026 Bond.
4. Under existing statutes, regulations, rulings and court decisions, the interest
on the Series 2023/2026 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; provided, however, with respect to certain corporations, interest on the
Series 2026 Bond is taken into account in determining the annual adjusted financial
statement income for the purpose of computing the alternative minimum tax imposed on
such corporations. The opinions set forth in this paragraph are subject to the condition that
the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended,
that must be satisfied subsequent to the issuance of the Series 2026 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 2026 Bond to be so included in gross income retroactive to the date of issuance
of the Series 2026 Bond. The Issuer has covenanted in the Resolution to comply with all
such requirements. Ownership of the Series 2026 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 2026 Bond.
We have not been engaged or undertaken to review the (a) accuracy, sufficiency or
completeness of any offering or disclosure material relating to the Series 2026 Bond, or
(b) compliance with any federal or state law with regard to the sale of the Series 2026
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 2026 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.
The opinions set forth herein are expressly limited to, and we opine only with
respect to, the laws of the State of Florida and the federal income tax laws of the United
States of America. The only opinions rendered hereby shall be those expressly stated as
such herein, and no opinion shall be implied or inferred as a result of anything contained
herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update,
revise or supplement this opinion to reflect any facts and circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
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11.D.e
Board of County Commissioners 12026
acting as the ex-officio governing body
of the Collier County Water -Sewer District
Page 4
We have examined the form of the Series 2026 Bond and, in our opinion, the form
of the Series 2026 Bond is regular and proper.
Respectfully submitted,
-
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EXHIBIT C
FORM OF OPINION OF COUNTY ATTORNEY
RELATING TO SERIES 2026 BOND
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Board of County Commissioners
acting as the ex-officio governing body
of the Collier County Water -Sewer
District
Naples, Florida
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
JPMorgan Chase Bank, N.A.
Miami, Florida
92026
Re: Collier County Water -Sewer District Water and Sewer Refunding Revenue
Bond, Series 2026
Ladies and Gentlemen:
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 "Issuer ). I have participated
in various proceedings in connection with the issuance by the Issuer of its Collier County
Water -Sewer District Water and Sewer Refunding Revenue Bond, Series 2026 (the
'Bond"). All terms not otherwise defined herein shall have the meanings ascribed thereto
in in Resolution No. CWS-85-5 of the Issuer adopted on July 30, 1985, as restated,
amended and supplemented, particularly as supplemented by Resolution No. 2023-
/CWS Resolution 2023- adopted on January 10, 2023 (collectively, the
"Resolution").
I have examined, among other things, the Act and the Resolution and the
proceedings of the Issuer with respect to the authorization and issuance of the Bond, and
certificates and other documents relating to the Issuer, the Bond and the Resolution, and
have made such other examination of applicable Florida law as I have deemed necessary
in giving this opinion.
Based upon the foregoing, under current law, I am of the opinion that:
(A) The Issuer is an independent special district and body corporate and politic
under the laws of the State of Florida (the "State"), duly organized and validly existing and
Packet Pg. 424
11.D.e
has full legal right, power and authority under the Constitution and laws of the State to
adopt and perform its obligations under the Resolution and to authorize and issue the Bond.
(B) The Issuer has duly adopted the Resolution and the Resolution constitutes a
legal, binding and valid obligation of the Issuer, 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.
(C) 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 Issuer 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 upon any of the property or assets of the Issuer, or under the terms
of any law, administrative regulation, ordinance, resolution or instrument, except as
expressly provided by the Resolution.
(D) To the best of my knowledge, all approvals, consents, authorizations and
orders of the Issuer, and any governmental authority or agency having jurisdiction in any
matter which would constitute a condition precedent to the performance by the Issuer of
its obligations under the Resolution have been obtained and are in full force and effect.
(E) The Issuer is lawfully empowered to pledge the Pledged Funds in the manner
and to the extent provided in the Resolution.
(F) 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 Issuer, 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 Issuer 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
Issuer or any authority for the issuance of the Bond, or the adoption of the Resolution.
The letter is addressed to you and your successors and assigns and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without, in each case, my
express written consent.
Respectfully submitted,
Packet Pg. 425
11.D.f
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of January 17, 2023 (this
"Agreement"), by and between the COLLIER COUNTY WATER -SEWER
DISTRICT, FLORIDA, an independent special district and body politic and corporate
duly organized and existing under the laws of the State of Florida (the "District"), and U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of America, having
its designated corporate trust office in , as escrow
agent hereunder (the "Escrow Agent").
WHEREAS, the District has heretofore issued its Collier County Water -Sewer
District Water and Sewer Refunding Revenue Bonds, Series 2016 (the "Series 2016
Bonds"), pursuant to Resolution No. CWS-85-13, adopted by the Governing Board of the
District on July 30, 1985, as amended and supplemented, particularly as supplemented by
Resolution No. 2023 /CWS Resolution No. 2023- , adopted on January 10,
2023 (collectively, the 'Bond Resolution"); and
WHEREAS, the District has determined to exercise its option under the Bond
Resolution to currently refund all of the outstanding Series 2016 Bonds (the "Refunded
Bonds") described in Schedule A hereto; and
WHEREAS, the District has determined to issue $ aggregate
principal amount of its Taxable Water and Sewer Refunding Revenue Bond, Series 2023,
Series 2023 (the "Series 2023 Bond") pursuant to the Bond Resolution, a portion of the
proceeds of which Series 2023 Bond, together with other legally available moneys of the
District, will be used to provide payment for the Refunded Bonds and to discharge and
satisfy the pledges, liens and other obligations of the District under the Bond Resolution in
regard to such Refunded Bonds; and
WHEREAS, the issuance of the Series 2023 Bond, the purchase by the Escrow
Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities
into the herein defined Escrow Fund and the payment and discharge of the Refunded Bonds
in accordance with the Bond Resolution 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 recitals stated above are true and correct
and incorporated herein.
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11.D.f
SECTION 2. RECEIPT OF BOND RESOLUTION AND
VERIFICATION REPORT. Receipt of a true and correct copy of the above -mentioned
Bond Resolution and this Agreement is hereby acknowledged by the Escrow Agent. The
applicable and necessary provisions of the Bond Resolution, including but not limited to
Article III and Section 9.01 thereto, are incorporated herein by reference. The Escrow
Agent also acknowledges receipt of the verification report of Robert Thomas CPA, LLC,
dated January 17, 2023 (the "Verification Report"). Reference herein to or citation herein
of any provisions of the Bond Resolution or the Verification Report shall be deemed to
incorporate the same as a part hereof in the same manner and with the same effect as if the
same were fully set forth herein.
SECTION 3. PAYMENT AND DISCHARGE OF REFUNDED BONDS.
The District by this writing exercises its option to cause the pledge of the Pledged Funds
(as defined in the Bond Resolution), 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.
SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is hereby
created and established with the Escrow Agent a special, segregated and irrevocable escrow
fund designated the "Collier County, Florida Water and Sewer Refunding Revenue Bonds,
2016 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 $ received
from JPMorgan Chase Bank, N.A., the purchaser of the Series 2023 Bond, from proceeds
of the Series 2023 Bond (the 'Bond Proceeds") and the sum of $ received
from the District from moneys on deposit in certain funds and accounts allocable to the
Refunded Bonds (the "District Moneys").
SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN
ESCROW FUND. The District hereby directs and the Escrow Agent represents and
acknowledges that, concurrently with the deposit of the Bond Proceeds and the District
Moneys under Section 4 above, it has used $ of the Bond Proceeds and all 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 such
Escrow Fund, the "Escrow Securities"), which are described in Schedule B hereto, and the
Escrow Agent will deposit such Escrow Securities and $ in cash (the "Cash Deposit")
in the Escrow Fund as shown in Schedule B.
The Escrow Securities shall be noncallable, direct obligations of the United States
of America.
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In the event any of the Escrow Securities described in Schedule B hereto are not
available for delivery on January 17, 2023, 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. Bond
Counsel shall, as a condition precedent to giving its approval, require the District to provide
it with a revised Verification Report in regard to the adequacy of the Escrow Securities,
taking into account the substituted obligations to pay the Refunded Bonds in accordance
with the terms hereof. The Escrow Agent shall in no manner be responsible or liable for
failure or delay of Bond Counsel or the District to promptly approve the substitutions of
other United States Treasury obligations for the Escrow Fund.
SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE
CASH DEPOSIT. In reliance upon the Verification Report, the District represents that
the Cash Deposit in the Escrow Fund and the interest on and the principal amounts
successively maturing on the Escrow Securities in the Escrow Fund 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 C 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 C 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 7. 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 Bond 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 C hereto, and the principal
of and interest earnings on such Escrow Securities and the Cash Deposit shall be used
solely for such purpose.
SECTION 8. 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 Bond
Resolution, including the timely transfer of money to the Registrar for the Refunded Bonds
(U.S. Bank Trust Company, National Association) as provided in the Bond Resolution, in
order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and at
3
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11.D.f
the times provided in Schedule C 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 Registrar 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 9. REINVESTMENT OF MONEYS AND SECURITIES IN
ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested only in the
Escrow Securities listed in Schedule B hereto and the Cash Deposit and, except as provided
in Section 5 hereof and this Section 9, neither the District nor the Escrow Agent shall
otherwise invest or reinvest any moneys in the Escrow Fund.
Except as provided in Section 5 hereof and in this Section 9, 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 thereon, will be sufficient to
pay the Refunded Bonds as described in Schedule C hereto (such verification shall
not be necessary in the event the District shall determine to reinvest cash in Escrow
Securities which mature on or before the next principal and/or interest payment date
for the Refunded Bonds and which have a maturity amount which is at least equal
to the cash amount invested in such Escrow Securities); and
(b) a written opinion of nationally recognized Bond Counsel to the effect
that (i) such investment will not cause 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 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 Bond Resolution.
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
C!
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Escrow Agent makes the final payment to the Registrar for the Refunded Bonds in an
amount sufficient to pay the Refunded Bonds as described in Schedule C 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 10. REDEMPTION OF CERTAIN REFUNDED BONDS. The
District hereby irrevocably instructs the Escrow Agent to direct, on behalf of the District,
that the Registrar for the Refunded Bonds (U.S. Bank Trust Company, National
Association), give at the appropriate times the notice or notices, if any, required by the
Bond Resolution in connection with the redemption of the Refunded Bonds. Such notice(s)
of redemption shall be given by the Registrar for such Refunded Bonds in accordance with
the Bond Resolution. The Escrow Agent shall cause the Registrar to file such redemption
notice with the Electronic Municipal Market Access within ten business days of it being so
given. The Refunded Bonds shall be redeemed on July 1, 2026, at a redemption price equal
to 100% of the principal amount thereof plus interest accrued to the redemption date.
SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF
REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth
in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid and discharged
within the meaning and with the effect expressed in Section 9.01 of the Bond Resolution.
Within 10 business days of the deposit of moneys into the Escrow Fund, the Escrow Agent,
on behalf of the District, shall mail, or cause the Registrar for the Refunded Bonds (U.S.
Bank Trust Company, National Association) to mail, to the owners of the Refunded Bonds
the notice in the form provided in Schedule D attached hereto. The Escrow Agent shall
file such defeasance notice with the Electronic Municipal Market Access within ten
business days of the date hereof.
SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund
hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an
express lien on the Escrow Securities and Cash Deposit which are 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 Bond 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 13. 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 any one or more of the following purposes:
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(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 unqualified opinion
of nationally recognized Bond Counsel with respect to compliance with this Section 13,
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 13.
SECTION 14. 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 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
14 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, Bond Counsel 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
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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 15. REPORTING REQUIREMENTS OF ESCROW AGENT.
As soon as practicable after January 1 and July 1 of each year, commencing July 1, 2023,
the Escrow Agent shall forward in writing to the District a statement in detail of the activity
of the Escrow Fund, including the income and maturities of the Escrow Securities, and
withdrawals of money from the Escrow Fund, since the date hereof or the prior reporting
date.
SECTION 16. 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 60 days written
notice to the District and mailing notice thereof, specifying the date when such 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 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; provided, nevertheless, that in any
such event, the District shall appoint a temporary Escrow Agent to fill such vacancy until
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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 16.
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 16 within 60 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 remit to the District the prorated portion of prepaid fees not yet incurred or payable,
less any termination fees and expenses at the time of discharge, and shall have no further
liability hereunder and the District shall indemnify and hold harmless the Escrow Agent,
to the extent allowed by law, from any such liability, including costs or expenses incurred
by the 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 authorized to transact trust business in Florida) and shall have at
the time of appointment capital and surplus of not less than $50,000,000.
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.
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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 17. 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 18. GOVERNING LAW. This Agreement shall be governed by
the applicable laws of the State of Florida.
SECTION 19. SEVERABILITY. If any one 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 20. 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 21. 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 or certified mail addressed to:
U.S. Bank Trust Company, National Association
500 West Cypress Creek Road, Suite 460
Fort Lauderdale, Florida 33309
Attention: Robert Hedgecock, Vice President
Collier County Water -Sewer District
Collier County Government Complex
3301 East Tamiami Trail, Building F
Naples, FL 34112
Attention: County Manager
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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: COLLIER COUNTY WATER -SEWER
CRYSTAL K. KINZEL, CLERK DISTRICT
By: By:
Derek M. Johnssen, Deputy Clerk Chairman, Board of County Commissioners
of Collier County, Florida, and the Ex-
Officio Chairman of the Governing Board of
the Collier County Water -Sewer District
Approved as to form
and legality:
Jeffrey A. Klatzkow
County Attorney
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Escrow
Agent
By:
Robert Hedgecock, Vice President
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SCHEDULE A
DESCRIPTION OF THE REFUNDED BONDS
Maturity Principal Interest
(July 1) Amount Rate
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ESCROW SECURITIES
Type Maturity Date Par Amount
SCHEDULE B
Interest Rate
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SCHEDULE C
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Scheduled
Date Interest Principal
Principal
Redeemed Total
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SCHEDULE D
FORM OF NOTICE OF DEFEASANCE
Notice is hereby given pursuant to Resolution No. CWS-85-13, adopted on
December 26, 1985, as amended, as amended and supplemented (the 'Bond Resolution"),
that the outstanding Collier County Water -Sewer District Water and Sewer Refunding
Revenue Bonds, Series 2016 identified below (the "Refunded Bonds") are deemed to be
paid within the meaning of the Bond Resolution and shall no longer be outstanding under
or secured by the Bond Resolution and the liens created thereby for the benefit of the
holders of the Refunded Bonds and shall be secured solely from the irrevocable deposit of
U.S. Treasury obligations made by the District with U.S. Bank Trust Company, National
Association, as Escrow Agent pursuant to the Escrow Deposit Agreement dated as of
January 17, 2023, between the District and the Escrow Agent, in accordance with
Section 9.01 of the Bond Resolution. The Refunded Bonds shall be redeemed on July 1,
2026, at the offices of the Registrar for such Refunded Bonds (U.S. Bank Trust Company,
National Association) at a redemption price equal to 100% of the principal amount thereof
plus interest accrued to the redemption date.
Collier County Water -Sewer District
Water and Sewer Refunding Revenue Bonds, Series 2016
Maturity
(July 1)
Principal Interest
Amount Rate
CUSIP
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