Resolution 2009-225/CWS 2009-02
RESOLUTION 2009-225/CWS RESOLUTION 2009-02
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 1999B; AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $12,000,000 AGGREGATE PRINCIPAL
AMOUNT OF COLLIER COUNTY WATER-SEWER
DISTRICT WATER AND SEWER REFUNDING
REVENUE BOND, SERIES 2009 IN ORDER TO EFFECT
SUCH REFUNDING; AUTHORIZING A NEGOTIATED
SALE OF SAID BOND PURSUANT TO THE PROPOSAL
OF JPMORGAN CHASE BANK, N.A.; DELEGATING
CERTAIN AUTHORITY TO THE CHAIRMAN IN
CONNECTION WITH THE APPROVAL OF THE TERMS
AND DETAILS OF SAID 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 CoIlier County,
Florida, acting as the ex-officio governing board (the "Governing Body") of the Collier
County Water-Sewer District (the "Issuer") duly adoptcd Resolution No. CWS-85-5, as
amended and restated by Rcsolution No. CWS-85- I 3 duly adopted on December 26,
1985, as amended and supplemented (collectively, the "Resolution"), for the purposes
described therein.
(B) On January 21, 1999, the Issuer issued its CoIlier County Water-Sewer
District Water and Sewer Refunding Revenue Bonds, Series 1999A (the "Series 1999A
Bonds") pursuant to the Resolution for the principal purpose of refunding certain
outstanding indebtedness of the Issuer.
(C) On April 6, 1999, the Issuer issued its Collier County Water-Sewer District
Water and Sewer Refunding Revenue Bonds, Series 1999B (the "Series 1999B Bonds")
pursuant to the Resolution for the principal purpose of refunding certain outstanding
indebtedness of the Issuer.
(D) On July 9, 2003, the Issuer issued its Collier County Water-Sewer District
Taxable Water and Scwer Refunding Revenue Bonds, Series 2003A (the "Series 2003A")
and its Collicr 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 indebtcdncss of the Issuer.
(E) On December 13, 2006, the Issuer issued its Collier County Water-Sewer
District Water and Sewer Revenue Bonds, Series 2006 (the "Serics 2006 Bonds") for the
principal purpose of financing certain capital improvements with respect to the Issuer's
System (as defined in the Resolution) and to refinance certain other outstanding
indebtedness of the Issuer.
(F) The Resolution provides for the issuance of Additional Bonds, payable on a
parity with the Series I 999A Bonds, the Series 2003A Bonds, the Series 2003B Bonds
and the Series 2006 Bonds (the "Outstanding Parity Bonds"), for thc purpose of
refunding, on a current basis, all of the Series 1999B Bonds (the "Refunded Bonds"),
upon meeting certain requirements set forth in the Resolution.
(G) The Issuer deems it to be in its bcst interest to issue its Collier County
Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009 (the
"Series 2009 Bond") for the principal purpose of currcnt refunding the Refunded Bonds
in order to achieve debt service savings. The Serics 2009 Bond shall be issued on parity
in all respects with the Outstanding Parity Bonds pursuant to the terms of the Resolution.
(H) F or the refunding of thc Refunded Bonds, the Issuer shall, as provided
herein, deposit part of the proceeds derived from the salc of the Series 2009 Bond,
together with other legally available moneys of the Issucr, in a special escrow deposit
trust fund (the "Escrow Fund"), to purchase U.S. Treasury obligations (the "Refunding
Securities") which shall be sufficient, together with the investment earnings therefrom
and a cash dcposit, if any, 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.
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(I) In response to an Invitation to Bid distributed by the Issuer to qualified
financial institutions, IPMorgan Chase Bank, N.A. (including any successors thereof,
"the Purchascr") submitted a proposal to the Issucr for the purchase of the Series 2009
Bond (the "Proposal"), which Proposal satisfies thc requirements of such Invitation to
Bid and provides the Issuer with the most cost effcctive means ofrefunding the Refunded
Bonds. A copy of the Proposal is attached hereto as Exhibit A.
(1) Due to the potential volatility of the market for tax-exempt obligations such
as the Series 2009 Bond and the complexity of the transactions relating to such Series
2009 Bond, it is in thc best interest of the Issuer to sell the Series 2009 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, thcreby permitting the Issuer to
obtain the best possible price, terms and interest rate for the Serics 2009 Bond.
(K) The Issuer hereby certifies that it is current in all deposits into the various
funds and accounts established by the Resolution and all payments theretofore required to
have been deposited or made by the Issuer under the provisions of the Resolution have
been deposited or made and the Issuer has complied with the covenants and agreements
of the Resolution and is not currently in default under the Resolution.
(L) The Resolution provides that the Series 2009 Bond shall mature on such
dates and in such amounts, shall bear such rates of intercst, 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 ,md details.
(M) The Series 2009 Bond shall not be or constitute general obligations or
indebtedness of the Issuer as "bonds" within the meaning of any constitutional or
statutory provision but shall be special obligations of the Issuer, payable solely from and
secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent
provided in the Resolution.
(N) The covenants, pledges and conditions in the Resolution shall be applicable
to the Series 2009 Bond herein authorized and said St:ries 2009 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 "Bonds" within the meaning oflhe Resolution.
(0) It is not reasonably anticipated that morc than $30,000,000 of tax-exempt
obligations as defined under Section 265(b )(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), will be issued by the Issuer during calendar year 2009.
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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 2009 BOND. The Issuer hercby authorizes the issuance of a Series of Bonds in
the aggregate principal amount not to excecd $12,000,000 to be known as the "Collier
County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009"
(or such other designation as the Chairman may determine), for the principal purpose of
refunding, on a current basis, the Refunded Bonds. The aggregate principal amount of
the Series 2009 Bond to be issued pursuant to the Resolution shall be determined by the
Chairman, upon the advice of the Issuer's Financial Advisor, provided such aggregate
principal amount does not exceed the amount provided above. The Series 2009 Bond
shall be on parity in all respects and shall rank equally as to lien on and source and
security for payment from the Pledged Funds with the Outstanding Parity Obligations.
The Series 2009 Bond shall be dated as of its date of issuance, or such other date
as the Chairman may determine, shall be issued in the form of one fully registered Bond
in the denomination of its initial principal amount and shall be numbered "R-I." The
Series 2009 Bond shall bear interest from its dated date at a fixed interest rate of 2.97%
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 2009 Bond shall
be payable semi-annually, on lanuary I and luly I of each year (the "Interest Payment
Dates"), commencing on lanuary I, 2010. The Series 2009 Bond shall be issued as a
single Term Bond with a final maturity of luly 1,2016 and shall be subject to mandatory
sinking fund redemption in such Sinking Fund Installments commencing on luly I, 20 I 0
and on eaeh luly I thereafter through the maturity date of the Series 2009 Bond,
determined by the Chairman, upon the advice of the Issuer's Financial Advisor, and
approved by the Purchaser prior to the issuance of the Series 2009 Bond. The Series
2009 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
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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 2009 Bond, in
substantially the form attached hereto as Exhibit B. The Interest Rate on the Scries 2009
Bond shall comply in all rcspects with Section 2 I 5.84, Florida Statutes. For purposes of
the Resolution, "Bond Year" shall mean the period commencing on July I of each year
and continuing through the next succeeding June 30.
The Series 2009 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 2009 Bond in whose name thc Series 2009 Bond shall be registered
on the registration books maintaincd by the Issucr 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 2009 Bond shall
present and surrender the Series 2009 Bond to the Issuer for the final payment of the
principal of the Series 2009 Bond or shall provide other evidence that such Series 2009
Bond has been cancelled. Principal of and interest on the Series 2009 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 2009
Bond shall be in the form set forth in Section 2.10 of the Resolution.
SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2009
BOND. The Series 2009 Bond is not subject to optional redemption or prepayment prior
to maturity. No notice of redemption will be required to be given with respect to the
mandatory sinking fund redemption of the Series 2009 Bond described in Section 5
above.
SECTION 7. APPLICATION OF SERIES 2009 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2009 Bond shall be applied by the Issuer
simultaneously with the delivery thereof as follows:
(A) A suffieient amount of Series 2009 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 and, other than a cash deposit, if any, shall be invested in
Refunding Securities in the manner set forth in such Escrow Deposit Agreement, which
investments shall mature at such times and in such amounts which, together with such
cash deposit, shall be sufficient to pay the principal of, Redemption Price, if applicable,
and interest on the Refunded Bonds as thc samc mature and become due and payable or
are redeemed prior to maturity.
(B) A sufficient amount of the Series 2009 Bond proceeds shall be applied to
the payment of costs and expenses relating to the issuance of the Series 2009 Bond.
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SECTION 8. TRANSFER OF CERTAIN MONEYS. The Refunded
Bonds will be refunded from proceeds of the Series 2009 Bond and from other legally
available funds of the Issuer. Any excess moneys on deposit in the Sinking Fund
established for the benefit of the Refunded Bonds pursuant to the Resolution and not
required to remain on deposit therein shall be transferred to the Escrow Fund established
pursuant to the Escrow Deposit Agreement.
SECTION 9. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. The Clerk is hereby designated Registrar and Paying Agent for the
Series 2009 Bond.
SECTION 10. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT
AGREEMENT. The Issuer hereby authorizes and directs the Chairman to execute and
the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement") and to
deliver the Escrow Deposit Agreement (the "Escrow Agreement") to U.S. Bank National
Association, Miami, 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 C with such changes, amendments, modifications, omissions and
additions, including the date of such Escrow Agreement, as may be approved by said
Chairman. Execution by the Chairman of the Escrow Agreement shall be deemed to be
conclusive evidence of approval of such changes.
SECTION 11. DESIGNATION OF THE SERIES 2009 BOND AS A
QUALIFIED TAX-EXEMPT OBLIGATION. The Issuer hereby designates the Series
2009 Bond as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code.
This designation is based upon the findings of the Issuer set forth in Section I (0) hereof
and the Chairman is authorized to certifY such finding upon the issuance of the Series
2009 Bond.
SECTION 12. 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 authorizcd 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 2009 Bond, the Resolution and the
Escrow Agreement and each member, employee, attomey and officer of the Issuer and
the Clerk is hereby authorized and directed to cxecute and dcliver any and all papers and
instruments and to be and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated hereunder. In the event the
Chairman is absent or unavailable to perform any function or duty hereunder the Vice-
Chairman is hereby authorized to perform any and all of such functions or duties. Bond
Counsel and the Issuer's Financial Advisor are hereby authorized and directed to take all
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action necessary and desirable to carry out the intent and purposes of this Supplemental
Resolution.
SECTION 13. 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 14. 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 cxpress law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreemcnts or provisions shall be null and void and
shall be deemed separable from the rcmaining covenants, agreements or provisions and
shall in no way affect thc validity of any of the othcr provisions hereof or of the Series
2009 Bond.
SECTION 15. 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 16. DATE. This Supplemental Resolution shall become effective
immediately upon its adoption.
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DULY ADOPTED, in Regular Session this 29th day of September, 2009.
':" . \' '_' i',.,
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, AS THE EX-
OFFICIO CHAIRMAN OF THE GOVERNING
BOARD OF THE COLLIER COUNTY WATER'
SEWER DlST CT
By: ^' "th??'........ ddJl.c..
DONNA FIALA, CHAIRMAN
ATTEST:
DWIGHT E. BROCK, CLERK
~..~~.
:,: .~_ . _'; Deputy Clerk
- ........~ It to Oi. ~ .
s 1 On.. ",N
Approveda~to form
and leg suf ci ey:
Jeffrey
County
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