Resolution (CWS) 1994-01
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JlUOLU'1'IOJI .0. CWS-U-l
A RESOLOTIOJI SUPPLEMENTING A RESOLUTION
DTITLED "A RESOLOTION AMENDING IN CERTAIN
RESPECTS AND RESTATING IN ITS ENTIRETY
RESOLOTIOJI NO. CWS-S5-5 OF THE COLLIER COUNTY
WATER-SEWER DISTRICT, ADOPTED ON .JULY 30,
1985, AND DTITLED: 'A RESOLOTION AUTHORIZING
THE ISSUANCE BY THE COLLIER COON'I'l WATER-SEWER
DISTRICT OF NOT EXCEEDING $82,500,000 IN THE
ACGRECATE PRIJfCIPAL AMOUNT OF WATER AND SEWER
REVEIfUE BONDS, SERIES 1985 TO FINANCE THE COST
OF Rtru~OING CERTAIN OUTSTANDING OBLIGA~IONS
OF THE DISTRICT AND CONSTRUCTING AND ACQUIRING
CERTAIN ADDITIOJIS, U.l'UtSIONS AND IMPROVEMENTS
TO THE DISTRICT'S WATER AND SEWER SYSTEM;
PLEDGING THE NET REVENUES AND SYSTEM
DEVELOPJfE]fT FEES TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON SAID BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF
SAID BONDS; AND PROVIDING FOR AN EFFECTIVE
DATE FOR THIS RESOLUTION' AND PROVIDING AN
EYTECTlVE DATE;" AUTHORIZING THE REFUNDING OF
CERTAIN OF THE DISTRICT'S OUTSTANDING
OBLIGATIONS; AUTHORIZING THE ISSUANCE OF
$24,225,000 COLLIER COUNTY WATER-SEWER
DI3TRICT TAXABLE WATER AND SEWER REFUNDING
REVENUE BONDS, SERIES 19941. AND $40,320,000
COLLIER COUNTY WATER-SEWER DISTRICT WATER AND
SEWER REFUNDING REVENUE BONDS, SERIES 1994B;
PROVIDING CERTAIN TERHS AND DETAILS OF SAID
BONOS, INCLUDING AUTHORIZING A NEGOTIATED SALE
OF SAID BONDS AND THE EXECtlTION AND DELIVERY
OF A PURCHASE CONTRACT WITH RESPECT THERETO;
APPOINTING THE PAYING AGENT AND REGISTRAR FOR
SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND THE
EXECOTION AND DELIVERY OF AN OFFICIAL
STATEMENT WITH RESPECT THERETO; AUTHORIZING
THE EXECtlTION AND DELIVERY OF ESCRCY,", DEPOSIT
AGREEMEMTS AND THE APPOIHTMEMT OF AN ESCROW
AGEMT; AND PROVIDING AN EFFECTIVE DATE.
n 1'1' aUOLVED BY ft. BOAJI.D 07 COUJITY COJDII.8IOJID8 or COLLIER
~~., n.oRIDA, ACTI.G U n. n-OFFICIO GOVZJtJfI.G BOARD or THE
COLLID C017MU R'l'D-8na DI8'1'J1IC'l'1
... oeo n~! 84
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JAMOARY 26, 1884
.M.""&"~0If 1. FDlDUGB. It is h.r.by found .,and d.terlllined
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(A) On July 30, 1985, the Collier Countywae-ei:'>Os_er District
(the "Isll1:lar") duly adopted Resolution No. CWS-85-5, as amended and
r.stated by Resolution No. CWS-85-13 duly adopted on D.cember 26,
1915, a. aaended and suppl...nt.d (collectively, the "R.solution"),
the title of which Resolution No. CWS-85-13 is quoted in the title
of this SUppl...nta1 Resolution, for the purposes described
ther.in, authori:dnq, aaonq oth.r thinqs, the issuance of the
Issuer'. Colli.r County Wat.r-Sever District W~ter and Sewer
Revenue Bond., Seri.s 1985 (th. "Seri.s 1985 Bonds").
(B) Th. Issu.r curr.ntly has outstanding on parity with the
S.ri.. 1985 Bond. pursuant to the R.solution its Collier County
Water-Sev.r District Wat.r and Sever R.venue Project Bond, Series
1917 (th. "1987 Proj.ct Bond"), its Collier county Water-Sewer
District Water and Sev.r R.venue Bonds, Series 1991 (the "Series
1991 Bond.") and its C011i.r county Wat.r-Sewer District Water and
sever Revenue Bonds, Seri.s 1992 (the "Series 1992 Bond.").
(C) Th. Issu.r has det.rlIIined to refund allot the
outstandinq S.ri.s 1915 Bonds, allot the outstandinq 1987 Project
Bond and a portion of the S.ri.. 1991 Bonds (the "R.funded Series
1991 Bonds"). That portion of the S.ri.. 1991 Bonds which are not
refunded, toqether with the series 1992 Bonds, shall be referred to
es the "OUtstanding Parity Bonds." The Series 1985 Bonds, the
Seri.s 1987 Project Bond and the Refund.d series 1991 Bonds are
collectiv.ly r.f.rred to h.r.in as the "R.tunde-:1 Obl1qation....
(D) The R.80lution provid.s tor the issuance ot Additional
Bonds, payable on a parity with the OUtstandinq Parity Bonds, for
the r.fundinq of the Refunded Obligations, upon m..tinq certain
requir...nts s.t forth in the Resolution.
(E) Th.re is h.reby authorized the payment and refunding Ot
the Refund.d Obligation. in ord.r to achieve debt s.rvice savings,
.11 in th. aann.r as provided by this Suppl..ental R.solution. For
th. pa)'1Mnt and refundinq of the Series 1985 Bonds, the Issuer
shall, as provided herein, deposit part of the proce.ds derived
froa th. sale of the Issu.r's Collier county Water-Sever District
Taxable Wat.r and Sever R.fundinq Revenue Bonds, Series 1994A (the
"Seri.s 19941. Bonds") in a special .scrow d.posit tru.t fund, to
pv.rcba_ dir.ct U.S. Treasury obl1qations (the "Refunding
SecUIiti....) Which shall be suffici.nt, together with investment
e&rninqs th.r.frOll and a cash deposit, to pay the Series 1985 Bonds
.. the sa.e becoae due and payable or are redeemed prior to
aatttrity, all as provided h.r.in and the hereinafter described
Seri.. A Escrow Deposit Aqr....nt. For the paym.nt and refunding
of th. 1987 Proj.ct Bond and the Refunded Series 1991 Bonds the
ISll1:ler shall, as provided h.r.in, deposit part of the proceeds
derived fro. the sa1. of the Issuer's Collier County Water-Sewer
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District Water and Sev.r Refundinq Revenu. Bonds, s.ri.s 1994B (the
"Seri.. 1994B Bond.") in a special .scrow d.posit tru.t fund, to
purchase Refundinq Securiti.. which shall be sufficient, together
with the inv..taent .arninq. th.r.frOll and a cash deposit, to pay
the 1917 Proj.ct Bond and the R.fund.d S.ries 1991 Bonds as the
.... beco.. due and payable or are r.d....d prior to maturity, all
a. provided h.r.in and the h.r.inafter described Seri.s B Escrow
Deposit Aqr....nt. Th. S.ri.. A Escrow Deposit Agreement and the
Seri.. B Escrow Deposit Aqre..ent are herein collectively referred
to a. the "Escrow Deposit Agreement.." Subs.quent to the
d.f.asance of the R.funded Obliqation., the Refund.d Obliqations
shall no lonq.r be payable frOll or be secured by any portion of the
Pledged Funds. The Seri.s 19941. Bond. and the S.ri.s 1994B Bonds
are h.r.in co1l.ctiv.ly r.f.rr.d to a. the .Series 1994 Bonds."
(F) Th. Issu.r d.... it to be in it. best interest to issue
its Seri.. 1994 Bond. to r.fund the R.funded Obliqations.
(e) Due to the pot.ntial vc.latility of the mark.t for
Obligation. such as the S.ri.s 1994 Bonds and the cOlllpl.xity of the
transactions r.lating to such S.ri.s 1994 Bonds, it i. in the best
inter..t of the Issu.r to ..11 the S.ri.s 1994 Bonds by a
neqotiated sa1., a110vinq the Issuer to ent.r the market at the
.oat advantag.ous ti.., rath.r than at a specified advertised date,
thereby pe~ittinq the Issu.r to obtain the best possible price and
int.r..t rate for the S.ries 1994 Bonds. Th. Issu.r acknowl.dges
receipt ot the inforaation required by Section 218.385, Florida
Statute., in conn.ction with the negotiat.d sal. of the Seri.s 1994
Bonds, includinq a "Truth-in-Bondinq" Statement. A copy of the
letter of the s.nior IIanaqinq underwrit.r for said Series 1994
Bonds containinq the aforemention.d inforaation is attached to the
her.inafter d..cribed Purcha.. Contract a. Exhibit C.
(8) Prior to the adoption of this Suppl.mental R.solution,
Saith Barn.y Shearson Inc., William R. Hough' Co. and Al.x. Brown
, Sons Incorporated (collectiv.ly, the .Underwriters.) have offered
to purchas. the S.ri.s 1994 Bonds frOlll the Issuer and has submitted
a Purcha.. Contract attached hereto a. Exhibit A (th. "Purchase
Contract") .xpressing the t.ras of such offer, and the Issuer does
h.r.by find and d.t.~in. that it is in the best financial interest
of the I.su.r that the t.ras .xpr.ssed in the Purchas. Contract be
accepted by the Issuer.
(I) The covenant., pledg.s and conditions in the Resolution
~1l be applicabl. to the S.ri.. 1994 Bonds herein authorized and
..id Seri.. 1994 Bond. shall be on a parity with and rank equally
aa to the li.n on and .ourc. and s.curity for payaent from the
Pled9ed Fund. and in all oth.r r.spect. with the Outstandinq Parity
Bonds, and .hall con.titut. a "Bonds" within the m.aning of the
Resolution.
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(J) Tbe Resolution provides that the Series U~.fl.Bonds shall
_ture on IlUch dates and in such a.aunts, shut. ~al1..su~h rates of
interest, sball be payable in such places and shall be subject to
IlUcb red.-ption provision. a. shall be deterJIined by Supplemental
Resolution adopted by the Issuer; and it is now appropriate that
the IslIUer deteraine such teras and details.
'_;&"~0If 2. DU~.~'l'IOJIB.
Resolution, the teras defined in
_aninqll therein stated, except
bereinafter __nded and defined.
When u.ed in this Supplemental
the Resolution shall have the
as such definitions shall be
'M.""&"~OJI J.
Tbi. Sapp1...ntal
of the Act.
Al7'l'KORITY !'Oll nIB BVPPL!JaJI'l'AL USOLl7TION.
Resolution is adopted pursuant to the provisions
.~;&" ...011 <<. AD'l'1IOJlID'l'IOJI 07 a..'u....I.O. The Issuer hereby
authoriZe. the refundinq of the Refunded Obligations pursuant to
the teras of the Resolution and the Escrow Deposit Agreements.
~OJI 5. Al7'l'KOllUA'l'IOJI AJI1) DI!:SCRIP'l'IOJI 07 'l'JI1!: SERIES
ltt. suau6. The Issuer bereby authorizes the issuance of a Series
of Bonds in the aqqregate principal amount of $24,225,000, to be
Jtnovn as the "Collier County Water-Sever District Taxable Water and
Sever Refundinq Revenue Bonds, Serie_ 19941.," for the principal
purpose of refundinq the Series 1985 Bonds. The Issuer hereby also
authorizes the issuance of a Series of Bonds in the aggregate
principal aaount of $40,320,000, to be known as the "Collier County
Water-Sever District Water and Sever Refunding Revenue Bonds,
s.rle. 19948," for the principal purpose of refundinq the 1987
Project Bond and the Refunded Series 1991 Bonds. The Series 1994
Bonds sball be dated as of January 15, 1994, shall be issued in the
fora of fully registered Bond. in the deno.ination of $5,000 or any
inteqral .ultiple thereof, shall be nWllbered consecutively from one
upward in order of aaturity preceded by the letter "R", shall bear
interest fro. January 15, 1994, payable semi-annually, on July 1
and January 1 and of each year (the "Interest Oates"), cOllllllencing
on July 1, 1994, at such rates and aaturing in such amounts on
July 1 of such years as set forth on Schedule 1 attached hereto.
Interest on the Series 1994 Bonds shall be payable by check or
draft of First Union National Bank of Florida, Miaai, Florida, as
Jte9istrar and Payinq Agent, _de payable to and aailed to t.he
Bolder in whose naae such Bond shall be registered at the close of
busine.s on the date which sball be the fifteenth day (whether or
not a business day) of the calendar .onth next preceding the
Interest Date, or, at the request and expense of such Holder, by
bank vire transfer to the account of such Holder.
'~'rIO. a. REDZXP1'IOJI nOVISIOJIS rOll nB SERUB 1994
......... The Series 1994 Bonds aaturing on or after July 1, 2004
_y be redee.ed prior to their respective aaturities, at the option
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of ~ X.suer, froa any ~s legally available therefor, upon
notice .. provided in the Resolution, in whole or in part at any
ti.. on or after July 1, 2003, in such .election of aaturities as
the Xssuer shall deteraine, and by lot within a maturity if less
than an entire aaturity is to be rede_ed, at the Redelllption Prices
(~~"sed a. percentaqes of the principal amount of the Series
1994 Bond. to be redeeaed) together with accrued interest to the
r"'.,,-tion date, a. follows:
Redeaption Period
{Both Da~.. Ynclu.iv.'
Red_ption
Price
JUly 1, 2003 throoqb June 30, 2004
JUly 1, 2004 throuqb June 30, 200S
JUly 1, 200S and thereafter
102\
101
100
'1M Series 19941. Bonds ..turinq on July 1, 2008 will be
subject to ..ndatory redeaption prior to aaturity, by lot, by
operation of the Tera Bonds Redellption Account, in such IIlAnner as
tbe ltecJistrar aay de.. appropriate, at a Redemption Price equal to
par plus interest accrued to the redellption date, on July 1, 2006
and eacb July 1 thereafter, in the followinq principal amounts in
tbe years specified:
be
Sinking Fund
Insta lllllent
2006
2007
2008*
$1,780,000
1,900,000
2,030,000
"'turity
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~; . '1M Series 19941. Bond. aaturinq on July 1, 2010 will be
subject to aandatory redellption prior to aaturity, by lot, by
operation of the Tera Bonds Redellption Account, in such IIlAnner as
tbe Re9iatrar aay de.. appropriate, at a Redemption Price equal to
par plus interest accrued to the redemption date, on July 1, 2009
and July 1, 2010, in the followinq principal amounts in the years
specified :
"
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be
Sinkinq Fund
In.tal1111.n~
2009
2010*
...turity
'1M Series 1994B Bonds aaturinq on July 1, 2013 will be
subject to aandatory redellption prior to aaturity, by lot, by
operation of the Tera Bonds Redemption Account, in such manner as
$2,165,000
2,315,000
S
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~ lte9istrar aay d_ appropriate, at a Red.-pt1on~'$'#ce equal to
par pIu !mer..t accrued to the redellption .date, . ~ly 1, 2011
and eacb July 1 thereafter, in the followinq principal amounts in
the years ~cified:
xux
SinJting Fund
Installment
2011
2012
2013*
$3,525,000
3,710,000
3,905,000
*Xaturity
~ Serie. 1994B Bonc18 aaturinq on July 1, 2016 will be
.ubject to aandatory redeapt:ion prior to IIaturity, by lot, by
~4rtion of the Tena Bonc18 Redellption Account, in such manner as
the Jle9iatrar aay de_ appropriate, at a Redemption Price equal to
par plus interest accrued to the redemption date, on July 1, 2014
and each July 1 thereafter, in the following principal amounts in
the yeara apecified:
XJI.A.X:
SinJting Fund
Installment
2014
2015
2016*
$4,110,000
4,315,000
2,315,000
*lIaturity
'1'be Series 1994B Bond. aaturinq on July 1, 2021 will be
subject to aandatory redellption prior to IIaturity, by lot, by
operation of the Tera Bond. Redellption Account, in such manner as
the lte9istrar aay de.. appropriate, at a Redemption Price equal to
par pIu interest accrued to the red.-ption date, on July 1, 2017
and each July 1 thereafter, in the following principal amounts in
the years specified:
XJI.A.X:
SinJtinq Fund
Installment
$1,595,000
1,680,000
1,770,000
1,865,000
1,955,000
2017
2018
2019
2020
2021*
-Maturity
....-i'lOJl 7. 800Jt-BftJll'. Ifotvithstandinq the provisions set
forth in Section 2.08 of the Reaolution, the Series 1994 Bonds
Mall be initially issued in the fora of a separate sinqle
certificated fully reqistered Serie. 1994 Bond for each of the
aaturitie. of the Series 1994 Bonds. Upon initial i.suance, the
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~AMUART 28, 18e.
ownership of each such Series 1994 Bond shall be reqistered in the
r~btration book. kept by the Regbtrar in the name of Cede' Co.,
a. noainee of The Depository Tru.t COIIlpany ("OTC"). Except as
provicSe4 in thb Section 7, all of the OUtstanding Seri.. 1994
Bon4s shall be registered in the reqistration books kept by the
Regi.trar in the na.. of Cede' co., as noainee of OTC. As long as
the seri.. 1994 Bond. shall be registered in the name of Cede ,
Co., all payaents of interest on the series 1994 Bonds shall be
..de by the Payinq Aqent by check or draft or by wire transfer to
Cede , Co., a. Holder of the Series 1994 Bonds.
With respect to Series 1994 Bonds registered in the
r~istration book. kept by the Registrar in the name of Cede' Co.,
a. noainee of DTC, the Issuer, the Registrar and the Payinq Agent
.hall have no responsibility or obliqation to any participant in
the OTC book-entry program or to any indirect participant (a
"Participant-). Without liaitinq the illllllediate1y preceding
sentence, the Issuer, the Registrar and the Paying Aqent shall have
no respon.ibility or obliqation with respect to (11) the accuracy of
the records of OTC, Cede , Co. or any Participant with respect to
any ownership interest on the Series 1994 Bonds, (B) the delivery
to any Participant or any other Person other than a Series 1994
Bon4bolder, as shown in the registration books kept by the
Registrar, of any notice with respect to the Series 1994 Bonds,
incla4inq any notice of red8llption, or (C) the payJlent to any
Participant or any other Person, other than a Series 1994
Bondholder, as shown in the registration books kept by the
Registrar, of any amount with respect to principal of, redemption
pr..itta, if any, or interest on the Series 1994 Bonds. The Issuer,
the Registrar and the Payinq Agent may treat and consider the
Person in whose na.. each Bond is registered in the registration
boOks kept by the Registrar a. the Holder and absolute owner of
1lUc:b Series 1994 Bond for the purpose of payment of principal,
r~emption preaium, if any, and inter.st with respect to such
Seri.. 1994 Bond, for the purpose of qiving notices of redemption
and other matters with respect to such Seri.s 1994 Bond, for the
purpose of reqisterinq transfers with respect to such Series 1994
Bond, and for all other purposes whatsoever. The paying Agent
shall pay all principal of, redemption premium, if any, and
interest on the Series 1994 Bonds only to or upon the order of the
respective Holders, as shown in the registration book. kept by the
llecJi.trar, or their respective attorneys duly authorized in
vrltinq, a. provided herein and all such payments shall be valid
and effective to fully satiSfy and discharqe the Issuer's
ob~yationa with respect to pa}'lllent of principal, redemption
pr tta, if any, and intere.t on the Series 1994 Bonds to the
extent of the sum or sums so paid. No Person other than a Holder,
.. shown in the registration books kept by the Registrar, shall
receive a certificated Series 1994 Bond evidencing the obligation
of the Issuer to ..lte par-ants of principal, redemption premium, if
any, and interest pursuant to the provisions hereof. Upon delivery
by DTC to the ISsuer of written notice to the effect that OTC has
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deterIlined to IlUbstitute . nev no.inee in place of <*2. , co., and
.ubjeet to the provision. berein with respect. to t~~.~ers durinq
the 15 days next precedinq an Interest Date or llI8i1i~ of notice of
r.....lon, the word. "Cede' Co." in the Resolution shall refer to
suc:b new noainee of DTC; and upon receipt of such notice, the
Issuer shall proaptly deliver a copy of the same to the Registrar
and the Paying Aqent.
Upon (A) receipt by the ISll1:ler of written notice trOlll DTC (i)
to the effect that a continuation of the requir..ent that all of
the OUUtandinq Series 1994 Bond.,be reqistered in the reqistration
boots kept by the Reqistrar in the na.. of Cede , Co., as nominee
of DTC, Is not in the best interest of the beneficial owners of the
Seri_ 1994 Bonds or (11) to the effect that DTC is unable or
unwilling to discharqe it. responsibilities and no substitute
depository willinq to undertake the functions of DTC hereunder can
be found which is wi11inq and able to undertake such functions upon
reasonable and custOlUry te1"lU, or (B) deterlllination by the Issuer,
in its sole dis=etion, that such book-entry only system is
barc1ensoae to the Issuer, the Series 1994 Bonds shall no longer be
restricted to beinq reqistered in the registration books kept by
the Jte9istrar in the naae of Cede , co., as nOlllinee of DTC, but Illay
be reqiatered in whatever na.. or na..s Holders shall desiqnate, in
accordance with the provisions hereof. In such event, the Issuer
shall issue and the Reqistrar shall authenticate, transfer and
excbanqe Series 1994 Bonds of like principal amount and maturity,
in denoainations of $5,000 or any integral multiple thereof to the
Bolders therfOof. The foreqoinq notwithstanding, until such time as
participetion in the book-entry only syst.. is discontinued, the
provisions set forth in the Letter of Representation executed by
the ISll1:ler and the Reqistrar and delivered to DTC in order to
induce DTC to act as securities depository for the Series 1994
Bonds &ball apply to the payaent of principal of and interest on
the Serie. 1994 Bonds.
8ZC'1'IOJI S. Al'PLlCA'l'IOJI 07 8DIU 1"4 B01IO PROCEEDS. The
proceeds derived fro. the sale of the Series 1994 Bonds shall be
applied by the Issuer simultaneously with the delivery thereof as
follovs:
(1) An a.ount equal to tbe accrued interest, if any, shall be
deposited to the Interest AccO".mt and shall be used to pay interest
on the Series 1994 Bonds dUe on July 1, 1994.
(2) A sufficient aaaunt of Series 19941. Bond proceeds,
together with other 1eqa1ly available .oneys, shall be deposited
irrevocably in trust in an eS=OV deposit trust fund under the
teras and provision. of the Series A E.=ov Deposit Aqreement and
shall be invested in Refundinq Securities in the aanner set forth
in the Series A E8=ov Deposit Aqree..nt, which investments shall
..tare at such ti..s and in such amounts as shall be sufficient,
to;ether with cash deposits, to pay the principal of or Redemption
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Price, if app1icabl., and inter..t on the S.ries 1985 Bonds as the
.... aatur. and becoae due and payable or are r.d..m.d prior to
aaturity.
(3) A 8ufficient a.aunt of Serie. 19948 Bond proc.eds,
toqetber with oth.r leqally available .on.y., shall be deposited
irre?OCably in trust in an escrow d.posit trust fund und.r the
tar.. and provisions of the seri.s B Escrow Deposit Aqreement and
shall be inv.st.d in Rafundinq S.curiti.s in the manner set forth
in the Seri.s 8 Escrow Deposit Aqr....nt, which inv.st..nts shall
aature at such ti..s and in such a.aunt. as shall be sufficient,
togeth.r with cash deposits, to pay the principal of or Red.mption
Price, if applicabl., and int.r.st on the 1987 Project Bond and the
Rafunded series 1991 Bond. a. the salll4l aature and becOllle due and
payable or are red.eaed prior to aaturity.
(4) Th. reaaininq seri.s 1994 Bond proce.ds shall be appli.d
to the payaent of tha pr..i_ of any aunicipal bond insurance
polici.. applicabl. to the series 1994 Bonds or reserves
established th.refor and to the payment of cost. and .xpenses
r.lating to the issuance of the Seri.s 1994 Bonds.
..c'l'I0JI t. .ALE 07 n. SOlES 1914 BONDS. Tha S.ries 1994
Bonds shall be sold to the Und.rwriters at the purchase prices
indicated in the Purchas. contract, all the tarns and conditions
set forth in said Purchas. Contract being hereby approved. The
Cbairaan and Cl.rk are h.r.by authorizad and directed to .xecute
said Purchas. Contract and to d.liver the same to the Underwriters.
..c'l'I0Jf 10. PRELIXIDJlY OI'I'ICIAL ITATEMDI'1'. The use and
distribution of the Pr.liminary Official Statelll4lnt, dated
January 13, 1994, which is attached h.r.to as Exhibit B, by the
underwrit.rs for the purpose of ot!.rinq the Seri.s 1994 Bonds for
sal. is h.r.by authorized and ratified. Th. Preliminary Official
statcaent is d....d "final," as of the date th.r.of, within the
aeaninq of paraqraph (b) (1) of SEC Rul. 15c2-12 and the rules
developed by the Municipal Securiti.s Rulellakinq Board. The
Cbairaan is h.r.by authorized to .x.cut. any requir.d certificate
specifically d.eminq the Pr.liminary Official Statement "final".
'BCTIO. 11. OrrICIAL 8TATEMDI'1'. The Official Statement,
dated the date h.r.of, which shall be in substantially the form of
the Pr.l1Jainary Official Stat4aent, shall be and the same hereby is
approved with r.spect to tha information ther.in contained. The
Cbairaan and the Cl.rk are h.r.by authorized and directed to
-x~te and d.liv.r said Official Statenent in the name and on
bebalf of the Issu.r, and thereupon to cause such Official
statcaent to be d.liv.r.d to the Underwrit.rs with such changes,
...ndaents, aodifications, oaissions and additions as .ay be
approved by the Chairaan. said Official Stat...nt, inClUding any
sucb cbanq.., amendm.nts, aodifications, OIIlissions and additions as
approved by the ChairlllAn, and the inforlllAtion contained therein are
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hereby authorized to be u..d in conn.ction with tti..sal. of the
Seri_ 1994 Bonds to the public. Ex.cution by th.'c:bdrlllan of the
Official St:at...nt shall be d.em.d to be conc1ualtla evid.nc. of
app~y~.l of such chang.s.
.M.""&"~OJI 12. AtJT]IOJlIJA'l'IOJI '1'0 UJ:CtlTE SDIES A ESCROW
~I'l'~. Th. Issu.r hereby authorizes and directs the
Cbairaan and Cl.rk to .x.cut. the S.ri.. A Escrow Deposit Agreement
(the "Seri.. A Escrow Deposit Aq'r.n.nt") and to d.liv.r the Series
A .-crow Deposit Aq'r....nt to First Union National Bank of Florida,
Kiaai, Florida, which is h.r.by appointed a. escrow agent
thereund.r (th. "Escrow Ag.nt")'. All of the provisions of the
Seri.. A Escrow Depo.it Aq'r.em.nt wh.n .x.cuted and deliv.red by
the I.IIU8r as authorized h.r.in and when duly authorized, executed
and d.liv.red by the Escrow Ag.nt, shall be de8llled to be a part of
this Suppl...ntal R.solution a. fully and to the sam. .xtent as if
incol......rated v.rbata h.r.in, and the Series A Escrow Deposit
A9r_ht shall be in substantially the fOrJI of the S.ri.. A Escrow
Deposit Aq'r....nt attached h.r.to as Exhibit C with such changes,
~nta, aodification., OIIlis.ions and additions, inclUding the
date of IlUch S.ri.. A Escrow Deposit Agr..ment, as may be approved
by lIaid Chairlllan and Cl.rk. Execution by the Chairlllan and the
Clerk of the S.ri.s A Escrow Deposit Agr....nt shall be de.med to
be conclusiv. evidence of approval of such changes. Th. Financial
Advisor, the Und.rwrit.r., Bond Counsel and the Escrow Agent are
her.by authoriz.d and dir.ct.d to .x.cut. and file all documents
nece.sary to purchas. or .ubscribe to the R.tundinq S.curities on
behalf of the I..u.r which r.lat. to the S.riea A Escrow Deposit
Aqr_nt.
.~10Jl 13. AtJT]IOJlIlA'l'IOJI '1'0 nEClnB SOlE. B ESCROW
DZPOII'l' AGRZEKEXT. Th. Is.u.r h.r.by authoriz.s and dir.cts the
Cbairaan and Cl.rk to .x.cut. the S.ri.s B Escrow D.posit Agr..ment
(the "Seri.. B Escrow Deposit Aqr....nt.) and to d.liv.r the Series
B .-crow Deposit Aqr....nt to the E.crow Aq.nt. All of the
provi.ion. of the S.ri.. B Escrow Deposit Aqreem.nt wh.n ex.cuted
and d.liv.r.d by the Issu.r as authoriz.d h.r.in and when duly
authorized, .x.cut.d and d.liv.red by the Escrow Agent, shall be
deeaed to be a part of this Supplem.ntal R.solution as fully and to
the .... .xt.nt as if incorporated verbatim herein, and the Series
B .-crow Deposit Aqr.ement shall be in substantially the form of
the Seri.. B Escrow Deposit Aqr....nt attach.d hereto as Exhibit D
with IlUch chanq.s, ...nd_nts, .odifications, OIIlission. and
ad4itions, including the date of such S.ries B Escrow Deposit
Aqr....nt, as uy be approved by said Chairlllan and Clerk.
bKUtion by the Chairlllan and the Cl.rk of the S.ri.s B E.crow
Deposit Aqr....nt shall be deemed to be conclusiv. .vidence of
.pproval of .uch chang.s. Th. Financial Advisor, the Underwriters,
Bond Couns.l and the Escrow Ag.nt are h.r.by authorized and
directed to .x.cute and fil. all dOCUlll.nt. n.c.ssary to purchase or
sw.cribe to the R.fundinq Securiti.s on behalf of the Issuer which
relate to the S.ri.s B Escrow D.posit Agre.ment.
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.-..,,~OJI 1.. '1'RAJI87D 07 N0IIn8 'l'O UCllOW DZP08I'l' 'l'Jltl8T
.ru.w.. Exce.. ~eys in the Sinkinq Fund not required by the terllls
of the Resolution to be on deposit therein and which are allocated
to the Serie. 1985 Bonds shall be transferred to the escrow deposit
trust fund established pursuant to the Series A Escrow Deposit
Aqre_nt. ExCeSS IIOneys in the Sinkinq Fund not required by the
teras of the Resolution to be on deposit therein and which are
allocated to the 1917 Project Bond and the Refunded Series 1991
Bonds &ball be transferred to the escrow deposit trust fund
establisbed pursuant to the Series B Escrow Deposit Aqreement.
.1IC'l'101f 15. APl>Ob.AUI 07 PAYI.G AQDT UD REQISTllAR.
First onion National Bank of Florida, Miami, Florida, is hereby
de.ignated Reqistrar and Payinq Agent for the Series 1994 Bonds.
The Cha~n and the Clerk are hereby authorized to enter into any
aqr~t which _y be necessary to effect the transactions
~lated by th1a Section 15 and by the Resolution.
811C'l'10J1 1'. x.stlRAX~. The Issuer hereby authorizes the
par-ent of the principal of and interest on the Series 1994 Bonds
to be insured pursuant to a aunicipal bond insurance policy (the
"Bond Insurance policy") i..ued by Financial Guaranty Insurance
COIIpany, a Nev York stock in.urance cOlllpany (the "Insurer" or
"Pinancial Guaranty"). The Chairman and the Clerk are hereby
authorized to execute such docuaents and instruments necessary to
cause Financial Guaranty to insure the Series 1994 Bonds.
s1lC'l'10J1 17. PROVXSIOJIs RZLATI~ TO BOXD I.StlRAXCE POLICY.
Tbe follovinq provision. relatinq to the Bond Insurance Policy
is.ued by Pi.~ncial Guaranty shall apply to the Series 1994 Bonds
ao long es the Bond Insurance POlicy is in full force and effect
and any Series 1994 Bonds shall remain OUtstanding:
(A) Inforaation Provided to Financial Guarantv. Financial
CUaranty shall be provided with the followinq information: (i) the
Annual Budget for each Fiscal Year, the Annual Audit for each
Fiscal Year, and a stat..ent of the Net Revenues for each Fiscal
Year, as soon as the same bec01lle available; (ii) any Official
Stateaent prepared in connection with the issuance of Additional
Bonds or Subordinated Indebtedness within 30 days of the sale
thereof; (iii) notice of any draw upon or deficiency due to market
fluctuation in the aaount, if any, on deposit in the Reserve
Account; (iv) notice of the redemption, other than mandatory
.in1dn9 fund redeaption, of an)' of the Series 1994 Bonds, including
the principal ..aunt, _turit1es and CUSIP nwabers thereof; (v)
.iaaltaneously with the delivery of the Annual Audit: (a) the
nuaber of Syst.. users as of the end of the previous Fiscal Year,
(b) notification of the withdrawal of any system user c01llprising 4\
or ~e of System sales ..asured in terms of Net Revenues since the
last reportinq date, and (c) any significant plant retirements or
expansions planned or undertaken since the last reporting date; and
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lOll OCOn~ 94
(vi) .ueh additional inforution as the
requ4lat trOll tae to ti_.
(8) Pav.ent Procedure Pursuant to Bond Insurance PoliCY. (i)
If, on the third day prec:ecSinq any interest payment date for the
Seri.. 1994 Bond. there is not on deposit sufficient moneys
available to pay all principal of and interest on the Series 1994
Bonds due on 8Uch date, the Payinq Aqent shall illllllediately notify
FiDancial CU&ranty and State Street Bank and Trust COIIIpany, N.A.,
..., York, .ev York or its successor as its Fiscal Agent (the
-Fi-=al Aqent") of the aaount of such deficiency. The Issuer shall
notify the Payinq Aqent by the third day prior to an interest
paya.nt date if it will not have sufficient moneys to transfer to
the Paying Aqent to pay the principal of and interest on the Series
1"4 Bonds on 8Uch date. If, by said interest payment date, the
Iasaer has not provided the ..ount of such deficiency, the Issuer
abell st.ultaneously aake available to Financial Guaranty and to
the Fiscal Aqent the reqistration books for the Series 1994 Bonds
aaintained by the Registrar. In addition:
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(a) The Registrar shall provide Financial Cuaranty with
a list of the Series 1994 Bondholders entitled to receive
principal or interest payaents fro. Financial Guaranty under
the te~ of the Bond Insurance Policy and shall make
arranq...nts for Financial Guaranty and its Fiscal Agent (1)
to aail checks or drafts to Series 1994 Bondholder. entitled
to receive full or partial intere.t payments fro. Financial
Guaranty and (2) to pay principal of the Series 1994 Bonds
surrendered to the Fiscal Aqent by the Series 1994 Bondholders
entitled to receive full or partial principal payments from
Financial Guaranty; and
(b) The Reqi.trar shall, at the ti_ it makes the
reqistration boots available to Financial Guaranty pursuant to
(a) above, notify Series 1994 Bondholders entitled to receive
the payment of principal of or interest on the Series 1994
Bonds fro. Financial Cuaranty (1) as to the fact of such
entitl..ent, (2) that Financial Guaranty will r8lllit to them
all or part of the interest payments COIling due subject to the
te~ of the InsuranCe POlicy, (3) that, except as provided in
paraqraph (11) below, in the eVent that any Series 1994
Bondholder is entitled to receive full payment of principal
frOll Financial cuaranty, such Series 1994 Bondholder must
tender his Series 1994 Bend with the instrument of transfer in
the fora provided on the Series 1994 Bond executed in the name
of Financial Guaranty, and (4) that, except as provided in
paraqraph (ii) below, in the eVent that such Series 1994
Bondholder is entitled to receive partial payment of principal
frOll Financial Guaranty, such Series 1994 Bondholder must
tender his Series 1994 Bond for payaent first to the Payinq
Aqent, which shall note on such Series 1994 Bond the portion
of principal paid by the Payinq Aqent, and then, with an
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a~ble fora of assi~nt executed in the name of
Financial Guaranty, to the Fiscal Aqent, which vill then pay
the unpaid portion of principal to the Series 1994 Bondholder
tR\!)ject to the terJ18 of the Bond Insurance Policy.
(ii) In the event that the Payinq Aqent has notice that any
paywent of principal of or interest on a Series 1994 Bond has been
r_\o.!ecS fro. a Series 1994 Bondholder pursuant to the United
8tates Bankruptcy COde by a trustee in bankruptcy in accordance
vitia the final, nonappealable orcSer of a court havinq cOlllpetent
jurisdiction, the Payinq Aqent shall, at the ti_ it provides
notice to Financial Guaranty, notify all series 1994 Bondholders
that in the event that any Series 1994 Bondholder'. payment is so
rec::oYered, such Series 1994 Bondholder vill be entitled to payment
tr~ Financial Guaranty to the extent of such recovery, and the
Payinq Aqent shall furnish to Financial Guaranty its records
evidencinq the payaents of principal of and interest on the Series
1994 Bonds which have been ..de by the Payinq Aqent and
aube.quently recovered fro. Series 1994 Bondholder., and the dates
on 1Ih1cb IlUch pa}'1lent. vere ..de.
(iii) Financial Guaranty shall, to the extent it ..kes payment
of principal of or interest on the Series 1994 Bond., become
aubrogated to the riqht. of the recipient. of such payments in
acc:ordance vith the terJ18 of the Bond Insurance Policy and, to
evidence su-:h subrogation, (a) in the case of subroqation as to
clatas for past dUe interest, the Payinq Aqent shall notfFinancial
CUaranty'. riqhts as subroqee on the registration booltJl intained
by the Reqistrar upon receipt fr~. Financial Guaranty f proof of
the pay.ent of interest thereon to the Series 1994 BondholcSers of
8UCb Series 1994 Bonds and (b) in the case of sUbroqalion as to
claias for past due principal, the Registrar shall not~Financial
Guaranty's riqhts as subroqee on the registration boof. for the
Seri_ 1994 Bonds ..intained by the Reghtrar upon recei~ of proof
of the pa}'1l8nt of principal thereof to the Series 1994 Bondholders
of .uc:b Seri.. 1994 Bonds. Notwithstanding anythiflq in the
Resolution or the Series 1994 Bonds to the contrary, e Payinq
Agent shall .ake payaent of such past due interest a past due
principal directly to Finai1Cial Guaranty to the ent that
FiDancial Cuaranty is a subreqee vith respect thereto.
(iv) The notice address for Financial Guaranty a
Agent shall be included:
Financial Guaranty Insurance company
115 Broadvay
Nev York, .ev York 10006
Attention: Manaqinq Counsel
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State Street Bank and TrUst
61 Broadway
Hew York, New York 10006
Attention: Corporate TrUst Department
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(C) Additional Provisions. (i) Notwithstanding satisfaction
of other conditions to the issuanc. of Additional Bonds contained
in the Resolution, no such issuance .ay occur (oth.r than refunding
Bonds which produce debt service savings for the Issuer) should any
Event of Default have occurred and be continuing without the prior
written consent of Financial Guaranty; (ii) notice of any
redaption of Series 1994 Bonds, other than mandatory sinking tund
redaption and exceptinq any notice that reters to Series 1994
Bonds that are the subject of an advance refunding, shall state
that .uch notice is conditional, i.e., that such redemption will
oc.~ only if sufficient funds are d.posited with the Paying Agent
on the applicable redewption date to pay the redemption price of
the Series 1994 Bonds to be red....d, oth.rwis., such notic. shall
be d....d rescinded; (iii) any successor paying "qent for the
Seri.s 1994 Bonds .ust have combined capital, surplus and undivided
profits of at least $50 aillion, unless Financial Guaranty shall
otherwise approve; (iv) no resignation or removal of the Paying
Aqent shall becoae effective until a successor has been appointed
and baa accept.d the duties of Paying Agent; (v) Financial Guaranty
shall be furnished with written notice ot the resiqnation or
reaova1 of the Paying Agent and the appointment of any successor
thereto; (vi) the Payinq Agent and any applicable receiver or
trustee shall not take the Bond Insurance Policy for the Series
1994 Bonds into account in determining whether the riqhts of Series
1994 Bondhold.rs are adversely aff.cted by actions taken pursuant
to the terlll8 and provisions of the Resolution; (vii) the Issuer or
the Payinq Agent shall provide Financial Guaranty with immediate
notice of any pay>>8nt d.fault and notice of any other default known
to the Issu.r or the paying Aqent within 30 days of their Knowledge
thereof; (viii) Financial Guaranty shall be included as a party in
interest and as a party entitl.d to (a) notify the Issuer, the
Paying Agent and any applicable receiver or trustee of the
occurrence of an EVent of Default and (b) requ.st the Issuer, the
Paying Agent and any applicable r.ceiv.r or trustee to intervene in
judicial procee<1inqs that aff.ct the Series 1994 Bonds or the
security ther.for; the Issuer, the Payinq Agent and any applica~le
receiver or trustee shall be required to accept notice ot detault
frea Financial Cuaranty; (ix) for all purposes of Article VII of
the Resolution (except the qiving of notice of default to series
1994 Bondholders), Financial Guaranty shall be d....d to be the
sole holder of the Series 1994 Bonds so long as it has not failed
to coaply with its obliqations under the Bond Insurance Policy;
(x) Pinancial Guaranty shall be provided with a tull transcript of
proceedings relating to the execution of any Supplemental
Resolution; (xi) in determining whether a payment default on the
series 1994 Bonds has occurred, no .ffect shall be given to
payaent. aade under the Bond Insurance POlicy; (xii) any
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SUppI_ntal Resolution adopted by the I.su.r pursuant to s.ction
'.02 of 1:be Resolution shall be subj.ct to the prior written
consent of Financial Guaranty (any rati"9 agency rati"9 the series
1994 Bonds shall r.ceiv. notice of .ach such suppl.mental
Resolution and a copy th.r.of at l.ast 15 days in advanc. of the
edoption tbereof); and (xHi) in the ev.nt of an advance refunding
of 1:be aeri.s 1994 Bonds, the Issu.r shall cause to be d.livered a
verification r.VOIt of an independ.nt nationally r.cognized
certified public accountant relati"9 to the SUfficiency of cash
and/or Refundinq securiti.s to pay the principal of, redemption
pr..iaa, if any, and int.r.st on the r.funded Series 1994 Bonds, as
the .... beccme due or are red....d.
_....:dOJl 11. D'l'C L..udJI 07 anllUDTATI01IB. Th. Chairlllan
Is bareby authoriz.d to execut. the DTC Lett.rs of Repr.s.ntations
in ~ntially the fora attached h.r.to as Exhibit E.
'....:dOJl 11. ,,~dAL Aln'JI01IITY. The lIembers of the
Go"Ierninc; Board of the Issu.r, the Cl.rlc. and the officers,
.ttorneYs and other agents or .-ploy.es of the Issuer are hereby
.1rtborized to do all acts and thing. required of them by this
SUppl..-ntal R.solution, the R.solution, the Official Statement,
the EscrOW Deposit Aqr....nt. or the Purchas. Contract or desirable
or consist.nt with the requir...nts h.r.of or the Resolution, the
Official stat...nt, the EscrOW Deposit Aqr.ements or the Purchase
Contract for the full punctual and c:oaplet. perfOrlllAnc. of all the
~, cov.nants and .qr....nts contained h.r.in or in the Seri.s
1994 Bonds, the Resolution, the Official Statem.nt, the Escrow
Deposit Aqr....nts and the Purchas. Contract and .ach memb.r,
eaploy.e, attorney and offic.r of the Issuer and the Cleric. is
bar.by authorized and dir.ct.d to .x.cut. and deliv.r any and all
papers and instruaents and to be and cause to be done any and all
.cts and tbinqs n.cessary or proper for carryinq out the
transactions cont.-plated h.reunder. The Chait'l1an and/or the Clerk
are bar.by authorized to .x.cute such s.curity purchas. forms or
aqr...-nts as shall be nec.ssary to .ffect the transactions
conte.plated h.r.by.
..crI0JI 20. IZVDABILITY UD nrvALID nOVXBI0JI8. If any
one or ~. of the cov.nants, aqr.ements or provisions herein
contained shall be h.ld contrary to any .xpress provision of law or
contrary to the policy of .xpr.ss law, though not .xpressly
probibited or aqa1nst public policy, or shall for any reason
w.atsoev.r be h.ld invalid, th.n such covenant., aqre.ments or
prowi.ions shall be null and void and shall be d..med separable
froa tbe r_ininq cov.nants, aqr....nt. or provisions and shall in
DO way aff.ct the validity of any of the other provisions hereof or
of tbe seri.. 1994 Bonds.
'JIC'l'IOJI 21. JlUOLV'l'IOJI 'l'O COJI'l'IJn1J' :I. roacs. Except as
bar.in expres.ly provid.d, the R.solution and all the terms and
provisions th.r.of are and sball reaain in full forc. and .ffect.
15
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'_""&"-'011 22. U"MOnwa DAn. This sUPP1.meii~~ Resolution
8ba11 beac.. effective f-tdiauly upon ita !I~~p~i9l!:'.
IlGt.T al)()h&b, in Re9Ular ..asion this 25th cSay of January,
1ft4.
COLLIER cq......lli DTD-8na DIBTJlIC'l'
(SDL)
By
, county
iaai of Collier
County, orida,.a the Ex-
Officio ChairlllAn of the
COVerninq Board of the Collier
County Water-Sever District
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Diatrict Attorn