Agenda 06/25/2013 Item #16C36/25/2013 16.C.3.
,/'1 EXECUTIVE SUMMARY
Recommendation to 1) adopt a Resolution authorizing the current refunding of the Collier County
Water -Sewer District Water and Sewer Refunding Revenue Bonds, Series 2003B; 2) authorize the
issuance of Collier County Water -Sewer District Water and Sewer Refunding Revenue Bond,
Series 2013 in a principal amount not to exceed $18,000,000; and, 3) authorize the execution and
delivery of escrow deposit agreement with The Bank of New York Mellon Trust Company, N.A.
This action is taken pursuant to previous Board approval on June 11, 2013 of the refunding
proposal from PNC Bank.
OBJECTIVE: Refund Collier County Water -Sewer District (District) Refunding Revenue
Bonds, Series 2003B ( "Series 2013 Bond "), realizing a net present value savings of
approximately $2.17 million.
CONSIDERATIONS: On June 11, 2013, Agenda Item 11B, the Board of County
Commissioner's adopted Resolution 2013 -128 / CWS Resolution 2013 -01, which accepted the
proposal of PNC Bank, National Association to provide the District with a term loan in order to
refund all of the District's outstanding Water and Sewer Refunding Revenue Bonds, Series
2003B and authorize the execution of a rate lock letter in order to establish and fix the interest
rate at 1.47 %.
This request authorizes issuance of the Series 2013 Bond to refund the Series 2003B Bonds, as
well as appoints The Bank of New York Mellon Trust Company, N.A., as the escrow agent for
the transaction.
FISCAL IMPACT: At the interest rate set forth by PNC Bank, National Association, the net
present value savings is approximately $2.17 million (net of all issuance costs).
LEGAL CONSIDERATIONS: This item has been reviewed by both Bond Counsel and the
County Attorney, is approved as to form and legality, and requires majority vote for approval. -
JAK
GROWTH MANAGEMENT IMPACT: There is no Growth Management Plan impact
associated with this item.
RECOMMENDATION: That the Board of County Commissioners, Ex- officio the Governing
Board of the Collier County Water -Sewer District 1) adopt a Bond Resolution authorizing the
current refunding of the Collier County Water -Sewer District Water and Sewer Refunding
Revenue Bonds, Series 2003B; 2) authorize the issuance of Collier County Water -Sewer District
Water and Sewer Refunding Revenue Bond, Series 2013 in a principal amount not to exceed
$18,000,000; 3) authorize the execution and delivery of an escrow deposit agreement with The
Bank of New York Mellon Trust Company, N.A.; and, 4) authorize any necessary budget
amendments.
PREPARED BY:
Joe Bellone, Director, Financial Operations Support, Public Utilities Division
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Laura Zautcke, Senior Management & Budget. Analyst, Public Utilities Division
Attachment A — Bond Resolution
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6/25/2013 16.C.3.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.C.16.C.3.
Item Summary: Recommendation to 1) adopt a Resolution authorizing the current
refunding of the Collier County Water -Sewer District Water and Sewer Refunding Revenue
Bonds, Series 2003B; 2) authorize the issuance of Collier County Water -Sewer District Water
and Sewer Refunding Revenue Bond, Series 2013 in a principal amount not to exceed
$18,000,000; and, 3) authorize the execution and delivery of escrow deposit agreement with
The Bank of New York Mellon Trust Company, N.A.
Meeting Date: 6/25/2013
Prepared By
Name: ZautckeLaura
Title: Management Analyst, Senior, Utility Finance Ops.
6/17/2013 4:25:56 PM
Approved By
Name: JacobsSusan
Title: Operations Analyst, Public Utilities
Date: 6/17/2013 4:47:30 PM
Name: Joseph Bellone
Title: Manager - Utility Billing & Cust Serv.,Utilities F
Date: 6/18/2013 7:11:33 AM
Name: YilmazGeorge
Title: Administrator, Public Utilities
Date: 6/18/2013 7:56:56 AM
Name: KlatzkowJeff
Title: County Attorney
Date: 6/18/2013 8:27:37 AM
Name: KlatzkowJeff
Title: County Attorney
Date: 6/18/2013 9:24:32 AM
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Name: IsacksonMark
6/25/2013 16.C.3.
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 6/18/2013 10:47:36 AM
Name: IsacksonMark
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 6/18/2013 10:54:42 AM
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6/25/2013 16.C.3.
RESOLUTION 2013- /CWS RESOLUTION 2013-
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 1N ORDER TO EFFECT SUCH ;
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.
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(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 r�
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.
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(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" Wlthin the mPaninv ofthe Resolution
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
r� 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
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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 1000% of the aggr-eg.'- ...."eipal amount thereof The I weliase, 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
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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
u1—.,7m.ent P—*,- a .3%,Fcu-ate ealettlation shall be ma-de wit Ia%llil 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 201' ) 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 S. 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
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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
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 maiuier 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
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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 seettrity with respect thereto upon reasol—lable-ek-.4quest.
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,
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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
,ATitten) 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 nn 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]
E.
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DULY ADOPTED, in Regular Session this 25th day of June, 2013.
ATTEST:
DWIGHT E. BROCK, CLERK
I:
, Deputy Clerk
Approved as to form
and legal sufficiency:
Jeffrey A. Klatzkow
County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, AS THE EX-
OFFICIO CHAIRWOMAN OF THE
GOVERNING BOARD OF THE COLLIER
COUNTY WATER -SEWER DISTRICT
By:
GEORGIA A. HILLER, ESQ.,
CHAIRWOMAN
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EXHIBIT A
FORM OF DISCLOSURE LETTER AND TRUTH -IN- BONDING STATEMENT
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DISCLOSURE LETTER AND
TRUTH -IN- BONDING STATEMENT
June 27, 2013
Collier County Water -Sewer District
Naples, Florida
6/25/2013 16.C.3.
Re: Collier County Water -Sewer District Water and Sewer Refunding
Revenue Bond, Series 2013
Commissioners:
In connection with the purchase of the $17,769,080.00 aggregate principal amount
of the Collier County Water -Sewer District Water and Sewer Refunding Revenue Bond,
Series 2013 (the 'Bond ") authorized to be issued by Resolution No. CWS -85 -13 adopted
by t1a (nlliar (`nimlc� « t6'r -C"v DisstriGtc (the "Issu r") on ju13, 30, 1985, as restate`,
amended and supplemented (the "Resolution "), the undersigned purchaser of the Bond
(the "Purchaser "), hereby acknowledges and represents that (1) the Purchaser is familiar
with the Issuer as it relates to the above transaction; (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 an investment in the 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 offering and the information supplied to the
Purchaser.
The Purchaser acknowledges and represents that it has been advised that the Bond
has not been 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
Bond, there may not be available current business and financial information about the
Issuer. Further, no trading market now exists for the Bond. Accordingly, the Purchaser
understands that it may need to bear the risks of this investment for an indefinite time,
since any sale prior to the maturity of the Bond may not be possible or may be at a price
below that which the Purchaser is paying for the Bond.
It is understood that the Purchaser has undertaken to verify the accuracy,
completeness and truth of any statements made concerning any of the material facts
relating to this transaction, including information regarding the business and financial
condition of the Issuer. The Purchaser has conducted its own investigation to the extent it
deemed necessary. The Purchaser has been offered an opportunity to have made
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Collier County Water -Sewer District
June 27, 2013
Page 2
available to it any and all such information it might request from the Issuer. On this
basis, it is agreed by acknowledgment of this letter that the Purchaser hereto is not relying
on any other party or person to undertake the furnishing or verification of information
relating to this transaction.
The Purchaser acknowledges that the Bonds are being purchased as part of a
private placement of the Bond negotiated directly between the Issuer and representatives
of the undersigned. Accordingly, no Official Statement or other disclosure document has
been prepared in connection with the issuance of the Bond and the Purchaser hereby
acknowledges that it has made its own independent examination of all facts and
circumstances surrounding the Bond and the financing and that no reliance has been
placed on anyone other than the Issuer.
The Purchaser is purchasing the Bond for investment purposes only and not with
any present intent to distribute or resell the Bond. The Purchaser hereby covenants that if
the Purchaser subsequently decides to distribute or resell the Bond, it shall comply in all
respects with all securities laws then applicable with respect to any such distribution or
resale.
The Purchaser further acknowledges and represents that (1) it is the only initial
purchaser of the Bond, (2) it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the Bond, and (3)
it is not purchasing the Bond for more than one account or with a view to distributing the
Bond. The Purchaser acknowledges that the representations contained in this paragraph
are being made in order to meet one of the exceptions to the continuing disclosure
requirements set forth in Rule 15c2 -12 promulgated under the Securities Exchange Act of
1934.
Pursuant to the provisions of Section 218.385, Florida Statutes, the Purchaser is
providing the following information with respect to the purchase of the Bond. The
Purchaser represents to you as follows:
(a) The nature and estimated amounts of expenses to be incurred and paid by
the Purchaser in connection with the issuance and sale of the Bond are:
$5,500.00 of fees and expenses of counsel to the Purchaser to be paid by
you.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Bond.
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Collier County Water -Sewer District
June 27, 2013
Page 3
(c) No underwriting fee will be paid to the Purchaser by you.
(d) No management fee will be charged by the Purchaser in connection with
the issuance of the Bond.
(e) No other fee, bonus or other compensation will be paid by the Purchaser in
connection with the issuance of the Bond to any person not regularly
employed or retained by the Purchaser (including a "finder" as defined in
Section 218.386, Florida Statutes).
(f) The name and address of the Purchaser is:
PNC Bank, National Association
420 South Orange Ave nue, Suite
Orlando, FL 32801
(g) The Issuer is proposing to issue the Bond for the principal purpose of
refinancing certain outstanding indebtedness of the Issuer. The Bond is expected .
to be repaid over approximately 8 years. The interest rate on the Bond is 1.47 %.
Total interest paid over the life of the Bond will be $911,489.38. The expected
source of repayment for the Bond is the Net Revenues of the System, the System
Development Fees, Special Assessment Proceeds and System investment earnings,
as such capitalized terms are defined in the Resolution. The Bond will result in an
average of $2,331,832.52 (representing average annual debt service on the Bond)
of such funds of the Issuer being expended to pay debt service on the Bond each
year.
Very truly yours,
C
Vice President
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FORM OF ESCROW DEPOSIT AGREEMENT
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ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of June 27, 2013, by and
between COLLIER COUNTY WATER -SEWER DISTRICT (the "District "), and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the "Escrow
Agent "), a national banking association existing under the laws of the United States of
America, having its designated place of business in Jacksonville, Florida, the address of
which is 10161 Centurion Parkway, Jacksonville, Florida 32256, as escrow agent
hereunder.
WHEREAS, the District has heretofore issued its Collier County Water -Sewer
District Water and Sewer Refunding Revenue Bonds, Series 2003B (the "Series 2003
Bonds ") pursuant to Resolution No. CWS -85 -5 adopted on July 30, 1985, as amended
and restated by Resolution No. CWS -85 -13 adopted on December 26, 1985, as amended
and supplemented (collectively, the "Resolution "); and
WHEREAS, the District has determined to exercise its option under the
Resolution to current refund all of e outstanding Sefles 2003B Bon e e un e
Bonds "); and
WHEREAS, the District has determined to issue its Collier County Water -Sewer
District Water and Sewer Refunding Revenue Bond, Series 2013 (the "Series 2013
Bond ") pursuant to the Resolution, a portion of the proceeds of which Series 2013 Bond,
together with other legally available moneys of the District, will be used to provide
payment for the Refunded Bonds and discharge and satisfy the pledge of the Pledged
Funds (as defined in the Resolution) and the covenants, agreements and other obligations
of the District under the Resolution in regard to such Refunded Bonds; and
WHEREAS, the issuance of the Series 2013 Bond, the deposit of such Series
2013 Bond proceeds and other legally available moneys of the District into an escrow
deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of
the pledge of the Pledged Funds and the covenants, agreements and other obligations of
the District under the Resolution in regard to the Refunded Bonds 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 District represents that the recitals
stated above are true and correct, and the same are incorporated herein.
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SECTION 2. DISCHARGE OF PLEDGE OF HOLDERS OF
REFUNDED BONDS. In accordance with Section 9.01 of the Resolution, the District
by this writing exercises its option to discharge and satisfy the pledge of the Pledged
Funds and to cause all covenants, agreements and other obligations of the District to the
holders of the Refunded Bonds under the Resolution to cease, terminate and become void
and be discharged and satisfied.
SECTION 3. ESTABLISHMENT OF ESCROW FUND. There is
hereby created and established with the Escrow Agent a special, segregated and
irrevocable escrow deposit trust fund designated the "Collier County Water -Sewer
District Water and Sewer Refunding Revenue Bonds, Series 2003B 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 $17,727,252.67 from the District from proceeds
of the Series 2013 Bond (the "Bond Proceeds "), and the sum of $748,448.44 received
um the DistTict from certain n on deposit in the funds and accounts established
pursuant to the Resolution for the benefit of the holders of the Refunded Bonds (the
"District Moneys," and collectively with the Bond Proceeds, the "Cash Deposit ").
SECTION 4. SUFFICIENCY OF THE CASH DEPOSIT. The District
represents that the Cash Deposit is 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 A attached hereto. If 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 A 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 5. THE CASH DEPOSIT IN TRUST FOR HOLDERS OF
REFUNDED BONDS. The deposit of the Cash Deposit in the Escrow Fund shall
constitute an irrevocable deposit of 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 A hereto, and the Cash Deposit shall be used solely
for such propose.
SECTION 6. 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
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Resolution referenced in this Agreement, including the timely transfer of money to the
Paying Agent for the Refunded Bonds (U.S. Bank National Association) as provided in
the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in
the amounts and at the times provided in Schedule A hereto. 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 Paying Agent 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 Cash Deposit available for such
purposes in the Escrow Fund.
SECTION 7. NO INVESTMENT OF MONEYS IN ESCROW FUND.
Moneys deposited in the Escrow Fund shall consist only of the Cash Deposit and such
Cash Deposit shall be held uninvested with respect to the District and neither the District
nor the Escrow Agent shall otherwise invest the Cash Deposit or any moneys in the
Ow FLUld 1,01 L'Ilubenefit of z-H
SECTION S. REDEMPTION OF CERTAIN REFUNDED BONDS.
The District hereby irrevocably instructs the Escrow Agent to direct, on behalf of the
^ Issuer, that the Registrar and Paying Agent for the Refunded Bonds (U.S. Bank National
Association) give at the appropriate times the notice or notices, if any, required by the
Resolution in connection with the redemption of the Refunded Bonds. Such notice of
redemption shall be given by the Registrar for such Refunded Bonds in accordance with
the Resolution. The Refunded Bonds shall be redeemed on July 29, 2013 at a redemption
price equal to 100% of the principal amount thereof plus interest accrued to the
redemption date.
SECTION 9. 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 Cash Deposit deposited in the Escrow Fund pursuant to the terms
hereof, used and applied in accordance with this Agreement and the 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 10. 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
3
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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:
(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 opinion of
nationally recognized Bond Counsel with respect to compliance with this Section 11,
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 10.
SECTION 11. 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 Cash Deposit 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 11 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 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.
0
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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 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 12. REPORTING REQUIREMENTS OF ESCROW AGENT.
As soon as practicable after July 29, 2013, the Escrow Agent shall forward in writing to
the District a statement in detail of the activity of the Escrow Fund.
SECTION 13. 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 20 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 District or 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
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authorized in writing. In the event the holders of the Refunded Bonds shall appoint a
successor Escrow Agent, the District may appoint a temporary Escrow Agent to fill such
vacancy until 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 13.
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 13 within 20 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 have no further liability hereunder and the District shall indemnify and hold
harmless Escrow Agent from any such liability, including costs or expenses incurred by
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 shall have at the time of appointment capital and surplus
of not less than $30,000,000.
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
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instruments in writing shall, on request, be executed, acknowledged and delivered by the
District.
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 14. 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 15. GOVERNING LAW. This Agreement shall be governed by
the applicable laws of the State of Florida
SECTION 16. 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 17. 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 18. 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, certified or overnight mail addressed to:
Collier County Water -Sewer District
c/o Collier County, Florida
3301 Tamiami Trail East, Building F
Naples, Florida 34112
Attn: County Administrator
The Bank of New York Mellon Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256
Attn: Corporate Trust Department
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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:
DWIGHT E. BROCK, CLERK
By:
, Deputy Clerk
and legal sufficiency:
Jeffrey A. Klatzkow
County Attorney
COLLIER COUNTY WATER -SEWER
DISTRICT
By:
Chairman, Board of County Commissioners
of Collier County, Florida, as the Ex- Officio
Chairman of the Governing Board of the
Collier County Water -Sewer District
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow Agent
By:
Authorized Signatory
N.
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SCHEDULE A
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Payment Date
Principal
Premium
Interest
Total
7/01/2013
-0-
-0-
$463,587.50
$ 463,587.50
7/29/2013
$17,940,000
-0-
72,113.61
18,012,113.61
WIN
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1ace91 aiv
June 11, 2013
EXECUTIVE SUMMARY
Recommendation to 1) adopt a Bond Resolution authorizing the Collier County Water -Sewer
District to incur a fixed interest rate, non -bank qualified term loan through the issuance of its
Water and Sewer Refunding Revenue Bond, Series 2013 in an amount not to exceed $19,000,000 to
provide for the refunding of outstanding Water and Sewer Refunding Revenue Bonds, Series
2003B; 2) approve PNC Bank, National Association, as the qualified financial institution to provide
a fixed interest rate bank - qualified tax exempt term loan to provide for the refunding of the Collier
County Water -Sewer District's Refunding Revenue Bond, Series 2003B, at a lower interest rate;
and, 3) authorize the County Manager or his designee to sign the rate lock letter.
OBJECTIVE: Partially refund Collier County Water -Sewer District (District) senior debt
Revenue Bonds, Series 2003B, with the intent of realizing net present value savings of
approximately $2.19 million.
CONSIDERATIONS: The County's Finance Committee, consisting of key County Manager
Agency and Clerk of the Courts financial management staff, the County Attorney, the County's
financial advisor and bond counsel, routinely consider changes to the County's debt structure
through refunding or other means in pursuit of the lowest overall financing costs to the County.
The Board of County Commissioners' Debt Management Policy, as amended, originally adopted
on September 13, 2005, states the following:
Refundings: The County's staff and advisors will undertake periodic reviews of all
outstanding debt to determine refunding opportunities. Refunding will be
considered (within federal tdx law constraints) if and when there is a net economic
benefit of the refunding or the refunding is essential in order to modernize covenants
essential to operations and management.
In 2003, the District issued $33,630,000 of Water and Sewer Refunding Revenue Bonds, Series
2003B. The Series 2003B Bonds were issued to provide funds to refund the District's Water and
Sewer Refunding Revenue Bonds, Series 1994B. The Bonds have interest rates ranging from
5.0% to 5.5% and have a final maturity of July 1, 2021.
As part of the finance committee's periodic evaluation of the debt portfolio to obtain favorable
net present value savings in a declining interest rate environment, an analysis of the Series
2003B Bonds was performed.
Staff issued Invitation to Bid 13 -6091, which was publicly advertised on May, 08, 2013. Notices
were sent to two hundred forty seven (247) email addresses and 25 solicitation packages were
downloaded. Six (6) responses were received on the due date of May, 23, 2013. At the
recommendation of Public Financial Management, Inc., PNC Bank, National Association was
selected as the lowest qualified bid with a fixed interest of 1.47% (Attachment A).
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FINANCE COMMITTEE RECOW*IENDATION: The Finance Committee on May 3,
2013, unanimously endorsed this proposed refunding provided there was a positive net present
value savings over the remaining eight -year life of the Series 2003B Series Bonds.
FISCAL IMPACT: At the proposed interest rate set forth in the proposal of PNC Bank,
National Association, the net present value savings is approximately $2.19 million (net of all
issuance costs).
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
GROWTH MANAGEMENT IMPACT: There is no Growth Management Plan impact
associated with this item.
RECOMMENDATION: That the Board of County Commissioners, as Ex- officio the
Governing Board of Collier County Water -Sewer District, 1) adopt a Bond Resolution
authorizing the Collier County Water -Sewer District to incur a fixed interest rate, non -bank
qualified term loan through the issuance of its Water and Sewer Refunding Revenue Bond,
Series 2013, in an amount not to exceed $19,000,000 to provide for the refunding of outstanding
Water and Sewer Refunding Revenue Bonds, Series 2003B; 2) approve PNC Bank, National
Association, as the qualified financial institution to provide a fixed interest rate bank - qualified
tax exempt term loan to provide for the refunding of the Collier County Water -Sewer District's
Refunding Revenue Bond, Series 2003B, at a lower interest rate; 3) authorize the County
Manager or his designee to sign the rate lock letter; and, 4) authorize any necessary budget
amendments.
PREPARED BY:
Joe Bellone, Director, Financial Operations Support, Public Utilities Division
Laura Zautcke, Senior Management & Budget Analyst, Public Utilities Division
Attachment A — Proposal Recommendation from Public Financial Management, Inc
Attachment B — Bond Resolution
Attachment C — 13 -6091- Public Utilities Term Bank Loan
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