HomeMy WebLinkAbout10 b Supplemental Resolution No. 2022_2023-07_CCUA CLAY COUNTY UTILITY AUTHORITY
RESOLUTION NO. 2022/2023-07
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE
CLAY COUNTY UTILITY AUTHORITY AMENDING AND
SUPPLEMENTING RESOLUTION NO. 93/94-27 ADOPTED BY
THE BOARD OF COUNTY COMMISSIONERS OF CLAY
COUNTY, FLORIDA ON DECEMBER 14, 1993, AND
ASSUMED BY THE AUTHORITY PURSUANT TO
RESOLUTION NO. 94/95-5 ADOPTED BY THE BOARD OF
SUPERVISORS OF THE AUTHORITY ON OCTOBER 1, 1994,
AS HERETOFORE AMENDED AND SUPPLEMENTED; FOR
THE PURPOSE OF AMENDING CERTAIN DEFINITIONS AND
PROVISIONS RELATING TO THE CALCULATION OF
ANNUAL DEBT SERVICE AND THE ISSUANCE OF
ADDITIONAL BONDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS,on December 14, 1993,the Board of County Commissioners of Clay County,
Florida (the "County") duly adopted Resolution No. 93/94-27 (the "Original Resolution"), to
provide for, among other things,the issuance of certain utilities system revenue bonds; and
WHEREAS, the obligations of the County under the Original Resolution were assumed
by the Clay County Utility Authority (the "Authority") pursuant to the provisions of the Original
Resolution, Chapter 94-491, Laws of Florida, Special Acts of 1994, and Resolution No. 94/95-5
duly adopted by the Board of Supervisors of the Authority on October 1, 1994, as amended and
supplemented (together with the Original Resolution, the "Resolution") (capitalized terms not
defined herein shall have the meaning assigned to such terms in the Resolution); and
WHEREAS, Section 8.02 of the Resolution permits the Authority to adopt supplemental
resolutions for the purpose of amending certain terms of the Resolution, subject to the consent and
approval of the Holder or Holders of not less than a majority in aggregate principal amount of the
Bonds then Outstanding;
WHEREAS, it is desirable and in the best financial interest of the Authority to amend the
certain definitions and provisions relating to the calculation of Annual Debt Service and the
issuance of Additional Bonds set forth in Section 6.02(B)of the Resolution,in the manner hereafter
provided;
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD Of SUPERVISORS OF THE
CLAY COUNTY UTILITY AUTHORITY:
SECTION 1. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION.
This Supplemental Resolution is adopted pursuant to the Act and other applicable
provisions of law and Section 8.02 of the Resolution. In accordance with Section 8.02 of the
Resolution, the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding have consented to and approved of the adoption of this Supplemental Resolution and
the amendments contained herein. A copy of such consents are attached hereto as Exhibit A.
SECTION 2. AMENDMENTS.
(a) The following definitions are hereby added to Section 1.01 of the Resolution:
"Chief Financial Officer" means the Chief Financial Officer of the
Authority, or such other officer designated by the Executive Director.
"Commercial Paper Obligations" means all of the Bonds (which may be
designated as notes or other obligations) of a Series or a proportionate maturity
thereof with a maturity of less than 271 days so designated by the Authority by a
supplemental resolution prior to the issuance thereof.
"Designated Maturity Bonds" means all of the Bonds of a Series or a
particular maturity thereof, so designated by the Authority prior to the issuance
thereof for which 20% or more of the principal payments of which are due in a
single year and which also may be Option Bonds.
"Option Bonds" means Bonds for which, by their terms, are subject to
tender by the Holder thereof for payment or purchase by or on behalf of the Issuer
prior to the stated maturity thereof, or the maturity of which may be extended at the
option of the Holder.
(b) The definition of"Annual Debt Service"in Section 1.01 of the Resolution is hereby
amended and restated in its entirety to read as follows (additions indicated by underline):
"Annual Debt Service" shall mean, at any time, the aggregate amount in
the then current Fiscal Year of(1) interest required to be paid on the Outstanding
Bonds during such Fiscal Year, except to the extent that such interest is to be paid
from amounts in the Payment Subaccount derived from Bond proceeds, (2)
principal of Outstanding Serial Bonds maturing in such Fiscal Year, (3) the
Amortization Installments herein designated with respect to such Fiscal Year and
(4)any amounts owed by the Issuer to the issuer of such Reserve Subaccount Credit
Instrument as a result of a draw thereon or a claim thereunder; provided that in
computing such Annual Debt Service for any future period, any Variable Rate
Bonds shall be deemed to bear interest at all times to the maturity thereof at a
constant rate of interest equal to the higher of (i) the actual rate on the date of
calculation, or if the indebtedness is not yet outstanding, the initial rate (if
established and binding), (ii) if the indebtedness has been outstanding for at least
twelve months,the average rate over the twelve months immediately preceding the
date of calculation, and (iii) (1) if the interest on the indebtedness is excludable
from gross income under the applicable provisions of the Code, the most recently
published Bond Buyer 25 Bond Revenue Index (or comparable index if no longer
published) plus fifty (50) basis points, or (2) if interest is not so excludable, the
interest rate on direct U.S. Treasury Obligations with comparable maturities plus
fifty (50) basis points. For purposes of this definition, all amounts payable on a
Capital Appreciation Bond shall be considered a principal payment due in the year
it becomes due.
For purposes of calculating the Annual Debt Service with respect to Option
Bonds,the optional tender or"put"date(s)and amount(s) shall be ignored and the
stated maturity date(s) of such Option Bonds shall be used for the purposes of this
calculation unless the Authority has received notice of a tender or put from the
applicable Holder and the failure of the Authority to repay such tendered Bonds in
full on the optional tender or "put" date would result in an event of default under
the related documents (e.g., no term-out option available to the Authority).
For purposes of calculating the Annual Debt Service with respect to
Designated Maturity Bonds, the unamortized principal thereof coming due on the
applicable maturity date, Amortization Installment or tender date of the Option
Bonds that the Issuer reasonably anticipates refinancing,as reflected in the Annual
Budget and/or a certificate of the Chief Financial Officer, shall not be included,
and in lieu thereof there shall be included in the Annual Debt service for the Bond
Year in which such final maturity occurs and other Bond Years only the principal
amount thereof the Authority certifies that it reasonably anticipates to become due
in each such Bond Year, taking into account any such anticipated refinancing of
such Designated Maturity Bonds.
For purposes of calculating the Annual Debt Service with respect to
Commercial Paper Obligations, only the interest component of such Commercial
Paper Obligations and the principal component of the Commercial Paper
Obligations the Issuer reasonably expects to retire and not to pay with the proceeds
of roll-over Commercial Paper Obligations in such Bond Year(as reflected in the
Annual Budget and/or a certificate of the Chief Financial Officer)shall be included
in the calculation of Annual Debt Service. The interest rate on the Commercial
Paper Obligations shall be computed in the same manner as the computation of
interest on Variable Rate Bonds as described above.
(c) Section 6.02 of the Resolution is hereby amended by adding the following
paragraph at the end of Section 6.02:
For all purposes under this Resolution,upon the effective date of a new line
of credit (whether structured as a draw down loan or a revolving line of credit) the
Authority may assume either(1)that the full amount available thereunder has been
drawn on such date of issuance and thereafter, no additional indebtedness shall be
deemed to arise when any funding occurs under any such indebtedness (a "Full
Draw LOC") or(2) alternatively may assume that the amount of each draw may be
treated as a separate Bond issue under this Resolution on each date on which a draw
is made under such line of credit (a "Partial Draw LOC"). The principal shall be
amortized in accordance with the terms thereof;provided,however,if the Authority
executes a(x)Full Draw LOC and designates it as a Designated Maturity Bond,the
entire amount may be assumed drawn on the effective date on the date of the first
draw thereunder and the repayment schedule shall be assumed to be as described in
the definition of Annual Debt Service at it applies to a Designated Maturity Bond,
taking into account the current amount to be drawn and all previous amounts drawn
and outstanding thereunder.
SECTION 3. RESOLUTION TO REMAIN IN FULL FORCE AND EFFECT. The
Resolution, as amended by this Supplemental Resolution, shall remain in full force and effect.
SECTION 4. EFFECTIVE DATE. This Supplemental Resolution shall take effect
immediately upon its adoption.
PASSED,APPROVED AND ADOPTED this 18th day of July,2023.
CLAY COUNTY UTILITY
AUTHORITY
(OFFICIAL SEAL)
Wendell Davis
Chairman, Board of Supervisors
ATTEST:
By:
Janice Loudermilk
Secretary, Board of Supervisors
Exhibit A
Bond Holder Consents
[See attached.]
WAIVER AND CONSENT OF TRUIST COMMERCIAL EQUITY,INC.
Re: The Issuance of$75,000,000
Clay County Utility Authority
Utilities System Revenue Bond, Series 2023
The undersigned, Truist Commercial Equity, Inc., or its successors or assigns (the
"Holder"), hereby certifies that it is the registered owner of one hundred percent (100%) in
aggregate principal amount of the Outstanding $33,281,117.64 Clay County Utility Authority
Utilities System Revenue Refunding Note, Series 2015(the"Series 2015 Note"),which was issued
pursuant to and in accordance with Resolution No. 93/94-27,duly adopted by the Board of County
Commissioners of Clay County, Florida on December 14, 1993, and assumed by the Clay County
Utility Authority (the "Authority") pursuant to Resolution No. 94/95-5 adopted by the Board of
Supervisors of the Authority on October 1, 1994, as amended and supplemented(collectively,the
"Resolution"), and that certain Loan Agreement dated March 19, 2015, by and between the
Authority and the Holder.
The undersigned hereby (i) consents to the issuance by the Authority of its $75,000,000
Clay County Utility Authority Utilities System Revenue Note, Series 2023, pursuant to the
Resolution and that certain Loan Agreement dated June 28,2023,between the Authority and Truist
Commercial Equity, Inc., as lender, (ii) waives the requirements for the issuance of additional
indebtedness set forth in Section 6.02(B) of the Resolution and (iii) consents to the amendments
to the Resolution set forth in the form of supplemental resolution attached hereto as Exhibit A.
The Holder reserves all other benefits,rights and remedies under the Series 2015 Note and
the Resolution, except as specifically waived herein. The Holder makes no representation as to
whether consent of any other parties is required.
[Remainder of Page Left Intentionally Blank; Signature Page to Follow]
80432435.v3
Dated: June 28, 2023
TRUIST COMMERCIAL EQUITY,INC.,as Holder of
the Series 2015 Note
By: tom, 14,4
Lisa C. Hayes, Autho ed Agent
[Signature Page 'Waiver and Consent of Truist Commercial Equity, Inc.]
(Series 2015 Note)
EXHBIIT A
[See Supplemental Resolution]
WAIVER AND CONSENT OF TRUIST COMMERCIAL EQUITY,INC.
Re: The Issuance of$75,000,000
Clay County Utility Authority
Utilities System Revenue Bond, Series 2023
The undersigned, Truist Commercial Equity, Inc., or its successors or assigns (the
"Holder"), hereby certifies that it is the registered owner of one hundred percent (100%) in
aggregate principal amount of the Outstanding $38,287,668.67 Clay County Utility Authority
Utilities System Revenue and Refunding Bond, Series 2019 (the "Series 2019 Bond"), which was
issued pursuant to and in accordance with Resolution No. 93/94-27, duly adopted by the Board of
County Commissioners of Clay County, Florida on December 14, 1993, and assumed by the Clay
County Utility Authority (the "Authority") pursuant to Resolution No. 94/95-5 adopted by the
Board of Supervisors of the Authority on October 1, 1994, as amended and supplemented
(collectively,the"Bond Resolution"), and that certain Loan Agreement dated October 3, 2019,by
and between the Authority and the Holder.
The undersigned hereby (i) consents to the issuance by the Authority of its $75,000,000
Clay County Utility Authority Utilities System Revenue Note, Series 2023, pursuant to the
Resolution and that certain Loan Agreement dated June 28,2023,between the Authority and Truist
Commercial Equity, Inc., as lender, (ii) waives the requirements for the issuance of additional
indebtedness set forth in Section 6.02(B) of the Resolution and (iii) consents to the amendments
to the Resolution set forth in the form of supplemental resolution attached hereto as Exhibit A.
The Holder reserves all other benefits,rights and remedies under the Series 2019 Note and
the Resolution, except as specifically waived herein. The Holder makes no representation as to
whether consent of any other parties is required.
[Remainder of Page Left Intentionally Blank; Signature Page to Follow]
80436821.v3
Dated: June 28, 2023
TRUIST COMMERCIAL EQUITY,INC.,as Holder of
the Series 2019 Bond
By: 1G- ( t
Lisa C. Hayes, Autho zed Agent
[Signature Page [Waiver and Consent of Truist Commercial Equity, Inc.]
(Series 2019 Bond)
EXHBIIT A
[See Supplemental Resolution]
CONSENT OF TRUIST COMMERCIAL EQUITY,INC.
Re: Supplemental Resolution of Clay County Utility Authority
The undersigned, Truist Commercial Equity, Inc., or its successors or assigns (the
"Holder"), hereby certifies that it is the registered owner of one hundred percent (100%) in
aggregate principal amount of the Outstanding $75,000,000 Clay County Utility Authority
Utilities System Revenue Bond, Series 2023 (the"Series 2023 Bond"),which was issued pursuant
to and in accordance with Resolution No. 93/94-27, duly adopted by the Board of County
Commissioners of Clay County, Florida on December 14, 1993, and assumed by the Clay County
Utility Authority (the "Authority") pursuant to Resolution No. 94/95-5 adopted by the Board of
Supervisors of the Authority on October 1, 1994, as amended and supplemented(collectively,the
"Bond Resolution"), and that certain Loan Agreement dated June 28, 2023, by and between the
Authority and the Holder.
The undersigned hereby consents to the amendments to the Bond Resolution set forth in
the form of supplemental resolution attached hereto as Exhibit A.
Dated: June 29, 2023
TRUIST COMMERCIAL EQUITY,INC.,as Holder of
the Series 2023 Bond
By: Tip ad4rtk
Lisa C. Hayes, Authorlied Agent
[Signature Page I Consent of Truist Commercial Equity, Inc.]
EXHBIIT A
[See Supplemental Resolution]