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Resolution 2013-132/CWS 2013-02RESOLUTION 20131 t?3ICWS RESOLUTION 2013 -_2 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 CURRENT REFUNDING OF THE COLLIER COUNTY WATER -SEWER DISTRICT WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 2003B; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $18,000,000 PRINCIPAL AMOUNT OF COLLIER COUNTY WATER -SEWER DISTRICT WATER AND SEWER REFUNDING REVENUE BOND, SERIES 2013 IN ORDER TO EFFECT SUCH REFUNDING; AUTHORIZING A NEGOTIATED SALE OF SAID BOND PURSUANT TO THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION; DELEGATING CERTAIN AUTHORITY TO THE CHAIRWOMAN IN CONNECTION WITH THE APPROVAL OF THE TERMS AND DETAILS OF SAID BOND; APPOINTING THE CLERK AS PAYING AGENT AND REGISTRAR FOR SAID BOND; 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 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 2003B (the "Series 2003B Bonds ") pursuant to the Resolution for the purpose of refunding certain outstanding indebtedness of the Issuer. (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 current refunding all of the Series 2003B Bonds (the "Refunded Bonds "), upon meeting certain requirements set forth in the Resolution. (D) The Issuer deems it to be in its best interest to issue its Collier County Water -Sewer District Water and Sewer Refunding Revenue Bond, Series 2013 (the "Series 2013 Bond ") for the principal purpose of current refunding the Refunded Bonds in order to achieve debt service savings, which Series 2013 Bond shall be issued on parity in all respects with the Outstanding Parity Bonds pursuant to the terms of the Resolution. (E) 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 2013 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. (F) Pursuant to Resolution 2013 -128 /CWS Resolution 2013 -01 adopted on June 11, 2013, the Governing Body accepted the proposal of PNC Bank, National Association (including any successors thereof, "the Purchaser ") for the purchase of the Series 2013 Bond (the "Proposal "). (G) Due to the potential volatility of the market for tax - exempt obligations such as the Series 2013 Bond and the complexity of the transactions relating to such Series 2013 Bond, it is in the best interest of the Issuer to sell the Series 2013 Bond 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 price, terms and interest rate for the Series 2013 Bond. (H) 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. 2 (I) The Resolution provides that the Series 2013 Bond 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 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. (J) The Series 2013 Bond shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of any constitutional or statutory provision but shall be a special obligation 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. (K) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2013 Bond herein authorized and said Series 2013 Bond 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 the Outstanding Parity Bonds, and shall constitute a "Bond" 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. SECTION 4. AUTHORIZATION OF THE CURRENT REFUNDING OF THE REFUNDED BONDS; ACCEPTANCE OF PROPOSAL. (A) The Issuer hereby authorizes the current refunding of the Refunded Bonds for the purpose of achieving debt service savings. (B) The Issuer hereby accepts the Proposal of the Purchaser and the provisions of the Proposal are hereby incorporated herein by reference. SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2013 BOND. The Issuer hereby authorizes the issuance of a Series of Bonds in the principal amount of not exceeding $18,000,000 to be known as the "Collier County Water -Sewer District Water and Sewer Refunding Revenue Bond, Series 2013" (or such other designation as the Chairwoman may determine), for the principal purpose of refunding, on a current basis, the Refunded Bonds. The principal amount of the Series 2013 Bond to be issued pursuant to the Resolution shall be determined by the Chairwoman, upon the advice of the Issuer's Financial Advisor, provided such principal amount does not exceed the amount provided above. The Series 2013 Bond shall be on 3 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 2013 Bond shall be dated as of its date of issuance, or such other date as the Chairwoman may determine, shall be issued in the form of one fully registered Bond in the denomination of its principal amount and shall be numbered "R -1." The Series 2013 Bond shall bear interest from its dated date at a fixed interest rate of 1.47% per annum (the "Interest Rate "). The Interest Rate shall be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. Interest on the Series 2013 Bond shall be payable semi - annually, on January 1 and July 1 of each year (the "Interest Payment Dates "), commencing on January 1, 2014. The Series 2013 Bond shall be issued as a single Term Bond with a final maturity of July 1, 2021 and shall be subject to mandatory sinking fund redemption in such Sinking Fund Installments commencing on July 1, 2014 and on each July 1 thereafter through the maturity date of the Series 2013 Bond, determined by the Chairwoman, upon the advice of the Issuer's Financial Advisor, and approved by the Purchaser prior to the issuance of the Series 2013 Bond. The Series 2013 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 2013 Bond, in substantially the form attached hereto as Exhibit A. The Interest Rate on the Series 2013 Bond shall comply in all respects with Section 215.84, Florida Statutes. For purposes of the Resolution, "Bond Year" shall mean the period commencing on July 1 of each year and continuing through the next succeeding June 30. The Series 2013 Bond shall be payable as to principal and interest by check, draft, bank wire transfer or in such other manner as is agreed to between the Issuer and the holder of the Series 2013 Bond in whose name the Series 2013 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 2013 Bond shall present and surrender the Series 2013 Bond to the Issuer for the final payment of the principal of the Series 2013 Bond or shall provide other evidence that such Series 2013 Bond has been cancelled. Principal of and interest on the Series 2013 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 2013 Bond shall be substantially in the form set forth in Section 2.10 of the Resolution. SECTION 6. PREPAYMENT PROVISIONS FOR SERIES 2013 BOND. The Series 2013 Bond shall be subject to prepayment, in whole or in part, on any date at the option of the Issuer, at the Prepayment Price (as defined below) plus interest accrued on the amount being prepaid to the date of prepayment. Prepayment in 0 part shall be applied against scheduled payments of Sinking Fund Installments in inverse order. "Prepayment Price" means the principal amount of the Series 2013 Bond being prepaid plus an amount equal to the present value, if positive, of the product of (a) the difference between (i) the yield, on the beginning date of the Applicable Interest Period (as defined herein), of a U.S. Treasury obligation with a maturity the same or substantially similar to the Applicable Interest Period minus (ii) the yield on the prepayment date, of a U.S. Treasury obligation with a maturity the same or substantially similar to the remaining maturity of the Applicable Interest Period, and (b) the principal amount to be prepaid, and (c) the number of years, including fractional years, from the prepayment date to the end of the Applicable Interest Period. The yield on any U.S. Treasury obligation shall be determined by reference to Federal Reserve Statistical Release H.15(519) "Selected Interest Rates." For purposes of making present value calculations, the yield, on the beginning date of the Applicable Interest Period, of a U.S. Treasury obligation with a maturity the same or substantially similar to the Applicable Interest Period shall be deemed the discount rate. For purposes of determining the Prepayment Price, a separate calculation shall be made with respect to each principal payment date (and the final maturity date) with respect the portion of the Series 2013 Bond prepaid, using the Applicable Interest Period, and the sum of such calculations shall be the Prepayment Price. "Applicable Interest Period" means the period from the date of issuance of the Series 2013 Bond to the final maturity date of the Series 2013 Bond. SECTION 7. APPLICATION OF SERIES 2013 BOND PROCEEDS. The proceeds derived from the sale of the Series 2013 Bond shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) A sufficient amount of Series 2013 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 2013 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2013 Bond. SECTION 8. TRANSFER OF CERTAIN MONEYS. The Refunded Bonds will be refunded from proceeds of the Series 2013 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 5 required to remain on deposit therein shall be transferred to the Escrow Fund established pursuant to the Escrow Deposit Agreement. SECTION 9. APPOINTMENT OF PAYING AGENT AND REGISTRAR. The Clerk is hereby designated Registrar and Paying Agent for the Series 2013 Bond. SECTION 10. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes and directs the Chairwoman 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 The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, 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 b with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by said Chairwoman. Execution by the Chairwoman of the Escrow Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 11. DETERMINATION OF TAXABILITY. While the Series 2013 Bond remains Outstanding, upon the occurrence of a Determination of Taxability (as defined below), the interest rate shall be adjusted in such manner as shall be determined by the Purchaser, absent manifest error, as shall be necessary to provide to the Purchaser an after -tax yield on the then outstanding principal amount of the Series 2013 Bond equal to the after -tax yield to the Purchaser, if such Determination of Taxability had not occurred, from the date such interest must be included in such gross income, whereupon the Issuer shall reimburse the Purchaser for the difference between (a) the interest then due computed at the adjusted rate, and (b) the interest previously paid on the Series 2013 Bond at the unadjusted rate, along with all costs, expenses, penalties, attorneys fees and all other losses incurred by the Purchaser as a result of such Determination of Taxability (but not due to any negligent delay of the Purchaser), within 30 days after the date a written notice (including a copy of the Determination of Taxability) is delivered by the Purchaser to the Issuer stating that such a determination has been made and stating the amount that is then due. The obligation to pay such additional interest and such other costs, expenses, penalties, attorney's fees and other losses shall survive the payment of the principal of the Series 2013 Bond but shall be payable solely from Pledged Funds in the manner and to the extent described in the Resolution. "Determination of Taxability" means a final determination by the Internal Revenue Service that any interest portion of the Series 2013 Bond is includable in the gross income of the Purchaser under the Code. SECTION 12. DEFAULT RATE. Upon and during the continuance of an Event of Default under Section 7.01(A) of the Resolution, the interest rate on the Series T 2013 Bond shall adjust to the Default Rate as of the date of the occurrence. "Default Rate" means the lesser of (a) the maximum rate permitted by applicable law, and (b) the Prime Rate plus 3.00% per annum. "Prime Rate" means that index rate of interest which the Purchaser from time to time announces as its prime lending rate, which rate is an index rate for guidance to loan officers and is not necessarily the best or lowest rate charged borrowing customers of the Purchaser, or if such rate is no longer announced, such comparable prime rate as shall be published in the Wall Street Journal. SECTION 13. REPORTING FINANCIAL INFORMATION. As soon as available, but not later than 180 days following the end of each Fiscal Year, the Issuer shall provide the Purchaser with its Comprehensive Annual Financial Report which will include the Issuer's annual audited financial statements. Upon request of the Purchaser, the Issuer shall provide the Purchaser with a certificate of an authorized officer of the Issuer certifying that the Issuer is not in default with respect to any provision of the Resolution and that the Issuer is in compliance with all of the covenants contained in the Resolution. The Issuer shall provide the Purchaser with its annual budget within 30 days of adoption and shall provide the Purchaser with other information relating to the Series 2013 Bond or the security with respect thereto upon reasonable request. SECTION 14. GENERAL AUTHORITY. The members of the Governing Body of the Issuer, the County Manager, the Clerk 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 or the Escrow Agreement, or desirable or consistent with the requirements hereof or the Resolution or the Escrow Agreement for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2013 Bond, the Resolution 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 Chairwoman 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 carryout the intent and purposes of this Supplemental Resolution. SECTION 15. MODIFICATION OR AMENDMENT OF THIS SUPPLEMENTAL RESOLUTION. No modification or amendment of this Supplemental Resolution or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of the Purchaser. SECTION 16. WAIVER OF JURY TRIAL; APPLICABLE LAW AND JURISDICTION. (A) To the extent permitted by applicable law, the Issuer, knowingly, 7 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 2013 Bond or any agreement contemplated to be executed in connection the Resolution, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of the Issuer or the Purchaser. (B) The substantive laws of the State of Florida shall govern 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 17. 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 2013 Bond. SECTION 19. 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. SECTION 20. DATE. This Supplemental Resolution shall become effective immediately upon its adoption. [Remainder of page intentionally left blank] DULY ADOPTED, in Regular Session this 25th day of June, 2013. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA, ,AS X,HE EX- OFFICIO CHAIRWOMAN,.. .OF THE GOVERNING BOARD OF 14E COLLIER COUNTY TER -SEWE : "ISTRICT By: By: De Johnssen, Deputy Clerk G O IA A. HILLER, ESQ., CH RWOMAN m 5 CERTIFICATE AS TO SIGNATURES AND OTHER MATTERS We, the undersigned, DO HEREBY CERTIFY as follows: 1. That we did heretofore cause to be officially executed the obligation described in Schedule A attached hereto (the 'Bond ") of the Collier County Water -Sewer District (the "District "). 2. That Georgia Hiller, Chairwoman of the Board of County Commissioners of Collier County, Florida and Ex- Officio Chairwoman of the Governing Board of the District, has executed the Bond by her manual signature, and that said Chairwoman was on the date she signed the Bond and is now the duly chosen, qualified and acting Chairwoman of the District. 3. That we have caused the official seal of the District to be imprinted on the Bond, said seal imprinted hereon being the official seal of the District, and that Dwight E. Brock, Clerk of the Board of County Commissioners of Collier County, Florida and Ex- Officio Clerk of the Governing Board of the District, has caused such seal to be attested by his manual signature with respect to the Bond, and that said Dwight E. Brock was on the date he signed the Bond and is now the duly elected and acting Ex- Officio Clerk of the District. 4. That the seal which has been impressed on or otherwise reproduced on the Bond and upon this certificate is the legally adopted, proper and only seal of the District. 5. Since September 30, 2012, no material adverse change has occurred with respect to the Pledged Funds (as defined in Resolution No. CWS -85 -5 adopted on July 30, 1995, as restated, amended and supplemented (the "Resolution ")). 6. The District shall provide PNC Bank notice of any continuing disclosure filings that the District makes with respect to the Bond, the Pledged Funds or the System (as defined in the Resolution) in accordance with Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the District as of this 27th day of June, 2013. (SEAL) g / Title of Office Term Office Expires Chairwoman January 2014 r Clerk January 2017 ►r `v'�o' and Jeff Kl, County 2 SCHEDULE A $179769,080 COLLIER COUNTY WATER -SEWER DISTRICT WATER AND SEWER REFUNDING REVENUE BOND, SERIES 2013 The Series 2013 Bond is dated as of June 27, 2013 and is payable as to interest commencing January 1, 2014 and semi - annually thereafter on July 1 and January 1 of each year, through and including its maturity on July 1, 2021. The Series 2013 Bond bears interest at the rate of 1.47% per annum. The Series 2013 Bond is subject to mandatory sinking fund redemption prior to maturity, on July 1, 2014 and on each July 1 thereafter, at a redemption price equal to the principal amount of the Series 2013 Bond or portions thereof to be redeemed, plus interest accrued thereon to the date of redemption, on July 1, in the following years and in the following Sinking Fund Installments: Year Sinking Fund Installments 2014 $4,246,992.00 2015 4,312,275.00 2016 2,169,415.00 2017 1,369,430.00 2018 1,389,061.00 2019 1,410,480.00 2020 1,428,464.00 2021 * 1,442,963.00 *Maturity EXHIBIT A FORM OF DISCLOSURE LETTER AND TRUTH -IN- BONDING STATEMENT EXHIBIT B FORM OF ESCROW DEPOSIT AGREEMENT