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Agenda 03/12/2013 Item #11B 3/12/2013 11 .B. EXECUTIVE SUMMARY Recommendation to adopt a Bond Resolution authorizing the issuance of Bonds in an amount not to exceed $78,000,000 in order to refund all remaining outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 and Series 2005. OBJECTIVE: Adoption of a Bond Resolution authorizing the issuance of Bonds in an amount not to exceed $78,000,000 in order to refund all remaining outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 and Series 2005, with the intent of realizing a net present value debt service savings (net of all issuance costs) estimated at $4,100,000 and to allow the release of substantially all remaining funds currently being held in the debt service reserve fund for the Series 2003 and 2005 Bonds. 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's 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 tax 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. The County has taken advantage of historically low interest rates and reduced the cost of borrowing through aggressive restructuring of the debt portfolio. During fiscal years 2010 through 2012, the County restructured $219.3M in long term debt and variable rate commercial paper, which achieved a level of budget certainty, reduced the cost of borrowing within the portfolio by $10.1M and returned $9.1M of the $19.5M borrowed from Enterprise funds to fund a required debt service reserve fund necessitated by collapse of the bond insurance market. This bond resolution contemplates the refunding of all remaining maturities of both Series 2003 and 2005 capital improvement bonds with no new borrowing amounts and without extending the terms of such bonds. This refunding is anticipated to achieve significant net present value interest rate savings of approximately $4,100,000 while releasing substantially all of the remaining $10.4M of cash held within the debt service reserve fund. The proposed bonds will be awarded pursuant to a competitive bid, based upon the lowest True Interest Cost (TIC) to Collier County, with a maximum allowable TIC of 4%. All closing costs are included in the calculation of net present value savings. Packet Page-612- 3/12/2013 11.B. The new refunding bonds will be secured by a covenant to budget and appropriate legally available non ad valorem revenues which provides the County with more flexibility and this security is currently viewed favorably by the rating agencies. Pending Board action on this refunding, the new bonds could be sold on or about March 26, 2013. However, market conditions will dictate this sale. Quick access to the market through the "day to day"transaction process and having the bond documents in place will allow the bonds to be sold at the most favorable net interest cost. FINANCE COMMITTEE RECOMMENDATION: The Finance Committee on February 22, 2013 unanimously endorsed this proposed refunding provided that there was a positive net present value savings over the remaining fifteen(15) year life of the Series 2003 and Series 2005 Bonds and with the understanding that substantially all funds would be released from the debt service reserve fund. LEGAL CONSIDERATIONS: This item has been reviewed by the County's bond counsel and is legally sufficient for Board action.—JAK FISCAL IMPACT: The refunding of the Series 2003 and Series 2005 bonds is targeted to generate a net present value savings (net of all issuance costs) of approximately $4,100,000 over the remaining bond life. The refunding will also release substantially all or approximately $10,400,000 from the existing debt service reserve fund currently restricted pursuant to bond covenants. Budget amendments will be required to transfer these funds back to the appropriate Public Utilities funds from which they were borrowed. RECOMMENDATION: That the Board of County Commissioners approved the attached Bond Resolution providing for the refunding of all remaining Capital Improvement and Refunding Revenue Bonds, Series 2003 and Series 2005 and authorize all necessary budget amendments. Prepared by: Mark Isackson, Corporate Finance and Management Services, County Manager's Office Packet Page-613- 3/12/2013 11 .B. COLLIER COUNTY Board of County Commissioners Item Number: 11.11.B. Item Summary: Recommendation to adopt a Bond Resolution authorizing the issuance of Bonds in an amount not to exceed $78,000,000 in order to refund all remaining outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 and Series 2005. Meeting Date: 3/12/2013 Prepared By Name: LehnhardPat Title: Operations Coordinator,Transportation Administrati 2/28/2013 4:32:39 PM Submitted by Title: Director-Corp Financial and Mgmt Svs,CMO Name: IsacksonMark 2/28/2013 4:32:41 PM Approved By Name: KlatzkowJeff Title: County Attorney Date: 3/5/2013 10:04:38 AM Name: UsherSusan Title:Management/Budget Analyst, Senior,Office of Manage Date: 3/5/2013 10:34:50 AM Name: IsacksonMark Title: Director-Corp Financial and Mgmt Svs,CMO Date: 3/5/2013 11:34:37 AM Packet Page-614- 3/12/2013 11.B. COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2013 BOND RESOLUTION ADOPTED MARCH 12, 2013 Packet Page-615- 3/12/2013 11 .B. TABLE OF CONTENTS PAGE ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. 1 SECTION 1.02. AUTHORITY FOR RESOLUTION 7 SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. 8 SECTION 1.04. FINDINGS. 8 SECTION 1.05. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. 9 ARTICLE II AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS 10 SECTION 2.02. APPLICATION OF BOND PROCEEDS 11 SECTION 2.03. EXECUTION OF BONDS 11 SECTION 2.04. AUTHENTICATION 12 SECTION 2.05. TEMPORARY BONDS 12 SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST 12 SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER 13 SECTION 2.08. FULL BOOK ENTRY FOR BONDS 14 SECTION 2.09. FORM OF BONDS 16 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION 24 SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED 24 SECTION 3.03. NOTICE OF REDEMPTION 24 SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS 26 SECTION 3.05. PAYMENT OF REDEEMED BONDS 26 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER 27 SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS 27 SECTION 4.03. REBATE FUND 28 SECTION 4.04. ANTI-DILUTION 28 i Packet Page-616- 3/12/2013 11 .B. ARTICLE V COVENANTS SECTION 5.01. GENERAL 30 SECTION 5.02. ANNUAL BUDGET 30 SECTION 5.03. ANNUAL AUDIT 30 SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS 30 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT 32 SECTION 6.02. REMEDIES 32 SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS 33 SECTION 6.04. REMEDIES CUMULATIVE 33 SECTION 6.05. WAIVER OF DEFAULT 33 SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT 33 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT 35 SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'CONSENT. 35 ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE 38 ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.01. OFFICIAL NOTICE OF SALE 40 SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT 40 SECTION 9.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR 40 SECTION 9.04. SECONDARY MARKET DISCLOSURE 41 SECTION 9.05. AUTHORIZATION TO EXECUTE ESCROW AGREEMENT41 ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS 42 SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS 42 SECTION 10.03. VALIDATION AUTHORIZED 42 SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS 42 , ii Packet Page-617- 3/12/2013 11 .B. SECTION 10.05. EFFECTIVE DATE 43 EXHIBIT A - FORM OF OFFICIAL NOTICE OF SALE EXHIBIT B - FORM OF CONTINUING DISCLOSURE CERTIFICATE EXHIBIT C - FORM OF PRELIMINARY OFFICIAL STATEMENT EXHIBIT D - FORM OF ESCROW DEPOSIT AGREEMENT iii Packet Page-618- 3/12/2013 11.B. RESOLUTION 2013-____ A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $78,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2013, TO REFUND ALL OF THE COUNTY'S OUTSTANDING CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 2003 AND CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 2005; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON-AD VALOREM REVENUES TO PAY DEBT SERVICE ON THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE BONDS; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE CHAIR FOR THE AWARD OF THE BONDS, AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE FOR THE BONDS OR A SUMMARY THEREOF; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT TO SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: Packet Page-619- 3/12/2013 11 .B. "Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions of law. "Amortization Installments" shall mean an amount determined as such pursuant to the provisions of this Resolution and the Official Notice of Sale and established with respect to Term Bonds. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Section 5.03 hereof. "Annual Budget" shall mean the annual budget prepared pursuant to the requirements of Section 5.02 hereof. "Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Authorized Issuer Officer" shall mean the Chair, the County Manager and the Clerk and when used in reference to any act or document, also means any other person authorized by resolution of the Issuer to perform such act or sign such document. "Board" shall mean the Board of County Commissioners of Collier County, Florida. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. "Bonds" shall mean the Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013. "Capital Projects Funds" shall mean the "Capital Projects Funds" of the Issuer as described and identified in the Annual Audit. "Chair" shall mean the Chairwoman or Chairman of the Board or, in her or his absence or unavailability, the Vice Chairman or Vice Chairwoman of the Board. "Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Collier County, Florida 2 Packet Page-620- 3/12/2013 11 .B. and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. "Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "County Manager" shall mean the County Manager of the Issuer or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues (A) all obligations of the Issuer for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the Issuer to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the Issuer as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the Issuer; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the Issuer has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non-Ad Valorem Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of this Resolution unless the Issuer has actually used Non-Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the Issuer has not used any Non-Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from Bond proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such period of time, and (3) the Amortization Installments with respect to Outstanding Term Bonds coming due in such period of time. For purposes of this definition, (A) if the Bonds have 25% or more of the aggregate principal amount coming due in any one year, Debt Service shall be determined on the Bonds during such period of time as if the principal of, Amortization Installments on and interest on such Bonds were being paid 3 Packet Page-621- 3/12/2013 11 .B. from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years, and (B) with respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. "Escrow Agent" shall mean Regions Bank, Orlando, Florida, its successors and assigns. "Escrow Agreement" shall mean the Escrow Deposit Agreement to be executed between the Issuer and the Escrow Agent in connection with the refunding of the Refunded Bonds, the form of which is attached hereto as Exhibit D. "Federal Securities" shall mean non-callable direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of Treasury) or non-callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Financial Advisor" shall mean Public Financial Management, Inc., Coral Gables, Florida. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" shall mean Fitch Ratings, and any assigns and successors thereto. "General Fund" shall mean the "General Fund" of the Issuer as described and identified in the Annual Audit. "General Fund Revenues" shall mean total revenues of the Issuer derived from any source whatsoever and that are allocated to and accounted for in the General Fund as shown in the Annual Audit. "Hedge Agreement" shall mean an agreement in writing between the Issuer and the Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement. 4 Packet Page-622- .. .. .. . ...... . ..... .. ........ ....... ... ..... .. 3/12/2013 11.B. "Hedge Payments" shall mean any amounts payable by the Issuer on the debt or the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the Issuer to provide collateral. "Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the Issuer that are allocated to and accounted for in the Capital Projects Funds as shown in the Annual Audit. "Interest Date" or "interest payment date" shall be April 1 and October 1 of each year. "Issuer" or "County" shall mean Collier County, Florida. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service coming due in any Fiscal Year in which Bonds are Outstanding. "Moody's" shall mean Moody's Investors Service, and any assigns and successors thereto. "MSTD Revenues" shall mean all revenues of the Issuer derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area Municipal Services Taxing District Fund as shown in the Annual Audit. "Non-Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD Revenues, other than revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments required herein. "Official Notice of Sale" shall meant the Official Notice of Sale as described in Section 9.01 hereof, the form of which is attached hereto as Exhibit A. "Outstanding," when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu of which other Bond or Bonds have been issued under Section 2.06 hereof to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections 2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof and (4) Bonds cancelled after purchase in the open market or because of payment at, or redemption prior to, maturity. "Paying Agent" shall mean the paying agent appointed by the Issuer for the Bonds and its successor or assigns, if any. The Paying Agent initially shall be Regions Bank, Orlando, Florida. 5 Packet Page-623- 3/12/2013 11 .B. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a fiduciary consisting only of cash or Federal Securities, secured in substantially the manner set forth in Section 8.01 hereof, which fund may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities, which have been deposited in such fund along with any cash on deposit in such fund are sufficient, as verified by an independent certified public accountant or other expert in such matters, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (1) above and are not available to satisfy any other claims, including those against the fiduciary holding the same, and (4) which are rated in the highest rating category (without regard to gradations, such as "+" or "-" or "1, 2 or 3" of such categories) of one of the Rating Agencies. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the Issuer has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" means Fitch, Moody's and Standard & Poor's. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.03 hereof. "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunded Bonds" shall mean all of the outstanding Series 2003 Bonds and Series 2005 Bonds. "Refunding Securities" shall mean Federal Securities and Prerefunded Obligations. 6 Packet Page-624- 3/12/2013 11.B. "Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds and its successor or assigns, if any. The Registrar initially shall be Regions Bank, Orlando, Florida. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "Series 2003 Bonds" shall mean the outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003. "Series 2005 Bonds" shall mean the outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2005. "Standard and Poor's" or "S&P" shall mean Standard and Poor's Ratings Services, and any assigns and successors thereto. "State" shall mean the State of Florida. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01 and 7.02 hereof. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby. "Unincorporated Area Municipal Services Taxing District Fund" shall mean the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special Revenue Funds" of the Issuer as such Funds are described and identified in the Annual Audit. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which 7 Packet Page-625- 3/12/2013 11 .B. provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract between the Issuer, the Holders from time to time of the Bonds. The pledge made in the Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds but only in accordance with the terms hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Issuer previously issued the Refunded Bonds to finance and refinance various capital improvements within the Issuer. (B) The Issuer, upon the advice of the Financial Advisor and Bond Counsel, hereby deems it to be in its best interests to refund all of the Refunded Bonds through the issuance of the Bonds in order to allow for the release of certain debt service reserve funds securing such Refunded Bonds and potentially to achieve debt service savings. (C) A portion of the proceeds derived from the sale of the Bonds, together with other legally available moneys of the Issuer, shall be deposited to a special escrow deposit trust fund to purchase Federal Securities which shall be sufficient, together with the investment earnings therefrom and a cash deposit, if any, to pay the Refunded Bonds as the same become due and payable or are redeemed prior to maturity, all as provided herein and in the Escrow Agreement. (D) Upon the advice of the Financial Advisor and in light of the current interest rate market, the Issuer deems it to be in its best interest to issue the Bonds for the purpose of refunding the Refunded Bonds, as determined pursuant to the provisions herein. (E) In accordance with Section 218.385, Florida Statutes, and pursuant to this Resolution, the Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit A, or a summary thereof. 8 Packet Page-626- 3/12/2013 11.B. (F) Pursuant to the Official Notice of Sale, competitive bids for the purchase of the Bonds received in accordance with the Official Notice of Sale on or prior to 10:30 a.m., Eastern standard time, on March 26, 2013, or such other date or time as is determined by the Chair in accordance with the terms and provisions hereof and of the Official Notice of Sale, shall be publicly opened and announced. (G) Due to the present volatility and uncertainty of the market for tax-exempt obligations such as the Bonds, it is desirable for the Issuer to be able to advertise and award the Bonds at the most advantageous time and date instead of restricting the sale and award to the date of a particular meeting of the Board; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Bonds to the Chair within the parameters described herein. (H) It is necessary and appropriate that the Issuer determine certain parameters for the terms and details of the Bonds and to delegate certain authority to the Chair for the award of the Bonds and the approval of the terms of the Bonds in accordance with the provisions hereof and of the Official Notice of Sale. (I) In the event Bond Counsel shall determine that the Bonds have not been awarded competitively in accordance with the provisions of Section 218.385, Florida Statutes, the Issuer shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Bonds in accordance with said Section 218.385. (J) The Bonds shall be secured solely by a covenant of the Issuer, subject to certain conditions set forth herein, to budget and appropriate from Non-Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Bonds, when due. (K) The principal of and interest on the Bonds to be issued pursuant to this Resolution and all other payments provided for in this Resolution will be paid solely from Non-Ad Valorem Revenues in accordance with the terms hereof; and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution, or to make any other payments provided for in this Resolution, and the Bonds shall not constitute a lien upon any property whatsoever of or in the Issuer. SECTION 1.05. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. The refunding of the Refunded Bonds in order to achieve debt service savings and release certain debt service reserve funds that secure the Refunded Bonds is hereby authorized. 9 Packet Page-627- 3/12/2013 11 .B. ARTICLE II AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS. (A) This Resolution creates an issue of Bonds of the Issuer to be designated as "Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013," issued in the aggregate principal amount of not exceeding $78,000,000. The Chair is authorized to modify the series designation of such Bonds, in her discretion, prior to the issuance thereof. The Chair shall determine the aggregate principal amount of the Bonds prior to their issuance in accordance with the Official Notice of Sale provided such principal amount does not exceed $78,000,000. The Bonds are issued for the principal purposes of refunding the Refunded Bonds and paying certain costs of issuance incurred with respect to the Bonds. The Bonds shall be dated as of their date of delivery (or such other date as the Chair may determine), shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall be issued in the form of fully registered Bonds in denominations of $5,000 and any integral multiple thereof, shall be initially in book- entry only form of registration, shall bear interest from their date of delivery (or such other date as the Chair may determine), payable semi-annually on each Interest Date, commencing on October 1, 2013 (or such other date as the Chair may determine). The Bonds shall bear interest computed on the basis of a 360-day year consisting of twelve 30-day months. The Bonds shall bear interest at such rates and yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and, except as otherwise provided herein, shall have such redemption provisions, all as determined by the Chair, upon the advice of the Financial Advisor, subject to the conditions set forth in this Section 2.01. The final maturity of the Bonds shall not be later than October 1, 2035. All of the terms of the Bonds will be included in a certificate to be executed by the Chair or other Authorized Issuer Officer following the award of the Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. The principal of, or Redemption Price, if applicable, on the Bonds are payable upon presentation and surrender of the Bonds at the office of the Paying Agent. Interest payable on any Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or at the request of such Holder, by bank wire transfer for the account of such Holder. All payments of principal of, or Redemption Price, if applicable, and interest on the Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. 10 Packet Page-628- 3/12/2013 11 .B. (B) The Chair, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Bonds to the underwriter or underwriters that submit a bid proposal which complies in all respects with this Resolution and the Official Notice of Sale and offers to purchase the Bonds at the lowest true interest cost to the Issuer, as calculated by the Financial Advisor in accordance with the terms and provisions of the Official Notice of Sale; provided, however, the Bonds shall not be awarded to any bidder unless the true interest cost set forth in the winning bid (as calculated by the Financial Advisor) is equal to or less than 4.00% and the net present value savings with respect to the refunding of the Refunded Bonds is not less than 0.00%. In accordance with the provisions of the Official Notice of Sale, the Chair may, in her or his sole discretion, reject any and all bids. (C) The Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in this Resolution, and upon the terms and provisions as shall be determined by the Chair, upon the advice of the Financial Advisor. Notwithstanding the foregoing, with respect to any optional redemption terms for the Bonds, the first call date may be no later than October 1, 2022, and the call premium, if any, for the Bonds may not exceed 2.00% of the par amount of the Bonds to be redeemed. The Chair, upon the advice of the Issuer's Financial Advisor, shall also determine which Bonds, if any, shall be subject to optional redemption. Term Bonds and the Amortization Installments thereto may be established in accordance with the terms of the Official Notice of Sale. AOlfrit SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds derived from the sale of the Bonds, including premium, if any, shall be applied by the Issuer as follows: (A) A sufficient amount of Bond proceeds, together with other legally available moneys of the Issuer, shall be deposited irrevocably in trust in an escrow deposit trust fund or funds established under the terms and provisions of the Escrow Agreement and, other than a cash deposit, shall be invested in Federal Securities in the manner set forth in the Escrow Agreement, which investments shall mature at such times and in such amounts as shall be sufficient, together with such cash deposit, to pay the principal of, premium, if applicable, and interest on the Refunded Bonds as the same mature or are redeemed on their respective redemption dates. (B) The balance of the Bond proceeds shall be used to pay costs and expenses relating to the issuance of the Bonds. SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chair and the official seal of the Issuer shall be imprinted thereon, attested with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to 11 Packet Page-629- 3/12/2013 11 .B. be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.09 hereof. SECTION 2.05. TEMPORARY BONDS. Until definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated 12 Packet Page-630- 3/12/2013 11.B. Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights to the same extent as all other Bonds issued hereunder. SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent 13 Packet Page-631- 3/12/2013 11.B. of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Bonds, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for the Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chair and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding an Interest Date on the Bonds or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the provisions set forth in Section 2.07 hereof, the Bonds shall be initially issued in the form of a separate single certificated fully registered bond certificate for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). All of the Outstanding Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. As long as the Bonds shall be registered in the name of Cede & Co., all payments of principal on the Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Bonds, upon presentation of the Bonds to be paid, to the Paying Agent. With respect to the Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the • 14 Packet Page-632- 3/12/2013 11.B. DTC book-entry program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Bonds, (B) the delivery to any Participant or any other Person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, Redemption Price, if applicable, or interest on the Bonds. The Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose name each Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, Redemption Price, if applicable, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if applicable, and interest on the Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal, Redemption Price, if applicable, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, Redemption Price, if applicable, and interest pursuant to the provisions of this Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.07 with respect to transfers during the 15 days next preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book-entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer of all applicable policies and procedures of DTC regarding discontinuance of the book entry registration system, the Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in 15 Packet Page-633- 3/12/2013 11.B. whatever name or names Holders shall designate, in accordance with the provisions of this Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the Blanket Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal of, Redemption Price, if applicable, and interest on the Bonds. SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chair prior to the issuance thereof(which necessity and/or desirability and approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): 16 Packet Page-634- 3/12/2013 11 .B. No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2013 Interest Maturity Date of Rate Date Original Issue CUSIP Number Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a political subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Non-Ad Valorem Revenues hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on April 1 and October 1 of each year commencing October 1, 2013 until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount on this Bond is payable at the designated corporate trust office of , , Florida, as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by , Florida, as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a Aisw 17 Packet Page -635- 3/12/2013 11 .B. check of such Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the request of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and a resolution duly adopted by the Board of County Commissioners of the Issuer, on , 2013, as the same may be amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Resolution. The Bonds are being issued to refund certain outstanding indebtedness of the Issuer. Pursuant to the Resolution, the Issuer has covenanted to appropriate in its annual budget, by amendment, if necessary, such amounts of Non-Ad Valorem Revenues which are not otherwise pledged, restricted or encumbered, as shall be necessary to pay the principal of and interest on the Bonds when due and all required rebate payments. Such covenant to appropriate Non-Ad Valorem Revenues is not a pledge by the Issuer of such Non-Ad Valorem Revenues and is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds or other debt instruments) and also to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by applicable law. IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL BE PAYABLE SOLELY FROM THE AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS DESCRIBED ABOVE AND AS PROVIDED IN THE RESOLUTION. 18 Packet Page-636- 3/12/2013 11 .B. The Issuer has established a book-entry system of registration for the Bonds. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of $5,000 and any integral multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the fifteen (15) days next preceding an interest payment date or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect has occurred. In the event that less than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. As long as the book-entry only system is used for determining beneficial ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC Participants, who will in turn be responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant to notify the beneficial owner of any such notice, will not affect the validity of the redemption of the Bonds. 19 Packet Page-637- 3/12/2013 11 .B. Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the Chair nor the members of the Board of County Commissioners of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Chairwoman of the Board of County Commissioners and attested by the manual or facsimile signature of the Clerk of the Circuit Court for Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners, and its official seal or a facsimile thereof to be affixed or reproduced hereon, all Date of Original Issue. COLLIER COUNTY, FLORIDA (SEAL) Chairwoman, Board of County Commissioners ATTESTED: Clerk, Circuit Court for Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners Approved as to Form and Legal Sufficiency: County Attorney 20 Packet Page-638- 3/12/2013 11 .B. CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within-mentioned Resolution. DATE OF AUTHENTICATION: Registrar By: Authorized Officer 21 Packet Page -639- 3/12/2013 11 .B. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be NOTICE: The signature to this guaranteed by an institution which is a assignment must correspond with the participant in the Securities Transfer name of the Registered Holder as it Agent Medallion Program (STAMP) or appears upon the face of the within Bond similar program. in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 22 Packet Page-640- 3/12/2013 11.B. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. 23 Packet Page-641- 3/12/2013 11 .B. ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this Article III shall apply to redemption of Bonds. (B) The Bonds may be subject to such optional and mandatory sinking fund redemption provisions as are determined by the Chair in accordance with Section 2.01 hereof and as set forth in the Official Statement. SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of$5,000 and integral multiples thereof. Notwithstanding the foregoing, in the event that less than the entire principal amount of a Term Bond is to be optionally redeemed, the Issuer shall determine how the principal amount of such refunded Term Bond is to be allocated to the Amortization Installments for the Term Bond and shall notify the Paying Agent and Registrar of such allocation. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the Paying Agent of such Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and two or more nationally recognized municipal bond information services as hereinafter provided in this Section 24 Packet Page-642- 3/12/2013 11.B. 3.03. Failure to mail such notice to such depositories or services or the Holders of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer for such purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. In addition to the mailing of the notice described above, each notice of redemption and payment of the Redemption Price shall meet the following requirements; provided, however, the failure to provide such further notice of redemption or to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above: (A) Each further notice of redemption shall be sent by certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to two or more national information services which disseminate notices of prepayment or redemption of obligations such as the Bonds (such information services now being called Financial Information, Inc.'s "Daily Called Bond Service," Jersey City, New Jersey, Kenny Information Service's "Called Bond Service," New York, New York, Moody's "Municipal and Government," New York, New York and Standard & Poor's "Called Bond Record," New York, New York). 25 Packet Page-643- 3/12/2013 11 .B. (B) Each further notice of redemption shall be sent to such other Person, if any, as shall be required by applicable law or regulation. The Issuer may provide that a redemption will be contingent upon the occurrence of certain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Bondholders as soon as practicable but in no event later than three business days following knowledge by the Issuer and/or the Registrar that the condition for redemption has not or will not occur. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination, as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. [Remainder of page intentionally left blank] 26 Packet Page -644- 3/12/2013 11.B. ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds 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 amounts budgeted and appropriated by the Issuer from Non-Ad Valorem Revenues in accordance with Section 4.02 hereof. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the Issuer except from the Non-Ad Valorem Revenues in the manner and to the extent provided herein. SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS. The Issuer covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to (A) pay principal of and interest on the Bonds when due, and (B) pay all required deposits to the Rebate Fund pursuant to Section 4.03 hereof. Such covenant and agreement on the part of the Issuer to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant to maintain any services or programs, now provided or maintained by the Issuer, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the Issuer from pledging in the future its Non-Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bonds, in the manner described herein, Non-Ad Valorem Revenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are 27 Packet Page-645- 3/12/2013 11 .B. for essential public purposes affecting the health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by applicable law. The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds, solely from funds budgeted and appropriated as described in this Section 4.02, at least one business day prior to the date designated for payment of any principal of or interest on the Bonds, sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such moneys for payment of the principal and interest on the Bonds when due. SECTION 4.03. REBATE FUND. The Issuer covenants and agrees to establish a special fund to be known as the "Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 Rebate Fund," which shall be held in trust by the Issuer and used solely to make required rebates to the United States (except to the extent the same may be used to pay debt service on the Bonds) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to the Bonds, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.03 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificates may be amended without the consent of any Holder from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 4.04. ANTI-DILUTION. During such time as any Bonds are Outstanding hereunder, the Issuer agrees and covenants with the Bondholders that (1)Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Bonds and maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Bonds and maximum annual debt service for all Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues 28 Packet Page-646- 3/12/2013 11.B. and Impact Fee Proceeds exclusive of(a) ad valorem tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Bonds or Debt. The calculations required by clauses (1) and (2) above shall be determined using the average of actual Non-Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee Proceeds for the prior two Fiscal Years based on the Issuer's Annual Audits. For purposes of the calculations required by clauses (1) and (2) above, Maximum Annual Debt Service on the Bonds and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 4.04, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately following sentence, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years on an approximately level debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In 4rAR addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. With respect to debt service on any Debt with respect to which the Issuer elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date, but only to the extent that the Issuer reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. [Remainder of page intentionally left blank] 29 Packet Page-647- 3/12/2013 11.B. ARTICLE V COVENANTS SECTION 5.01. GENERAL. The Issuer hereby makes the following covenants, in addition to all other covenants in this Resolution, with each and every successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding. SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. If for any reason the Issuer shall not have adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted. The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Issuer to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. Each Annual Audit shall be in conformity with generally accepted accounting principles as applied to governmental entities. The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The Issuer covenants with the Holders of the Bonds that it shall not use the proceeds of the Bonds in any manner which would cause the interest on such Bonds to be or become included in gross income for purposes of federal income taxation. The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on the Bonds to become subject to inclusion within gross income for purposes of federal income taxation. 30 Packet Page-648- 3/12/2013 11.B. The Issuer hereby covenants with the Holders of the Bonds that it will comply with all provisions of the Code necessary to maintain the exclusion from gross income of interest on the Bonds for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. [Remainder of page intentionally left blank] 3I Packet Page-649- 3/12/2013 11 .B. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default": (A) Default shall be made in the payment of the principal of, Redemption Price, if applicable, or interest on any Bond when due. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. (C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 30 days after written notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until default has been corrected. SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver shall have the right to declare the Bonds immediately due and payable. The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such 32 Packet Page-650- 3/12/2013 11.B. Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to the Bonds owned by such Holders, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 6.02 to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all moneys received from the Issuer for payment of the Outstanding Bonds as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver and Registrar hereunder; B. To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds, as follows: 33 Packet Page-651- 3/12/2013 11 .B. (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due (other than interest on Bonds for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution). (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. 34 Packet Page-652- 3/12/2013 11.B. ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. (D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (E) To specify and determine the matters and things referred to in Section 2.01 hereof and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of the Bonds. (F) To make any other change that, in the reasonable opinion of the Issuer, would not materially adversely affect the interests of the Holders of the Bonds. SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'CONSENT. Subject to the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so 35 Packet Page-653- 3/12/2013 11 .B. long as any Bonds of any specified maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (D) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.02. Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. 36 Packet Page-654- 3/12/2013 11 .B. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. [Remainder of page intentionally left blank] 37 Packet Page-655- 3/12/2013 11 .B. ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Bonds, the principal and interest or Redemption Price due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, all covenants, agreements and other obligations of the Issuer to the holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for payment or redemption of any Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto shall be deemed to have been paid within the meaning of this Section 8.01 if(i) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (ii) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount that the principal of and the interest on which, when due, will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of, Redemption Price, if applicable and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price of the Bonds for the payment of which they were deposited and the interest accruing thereon to the date of redemption or maturity, as the case may be; provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to pay the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds. If Bonds are not to be redeemed or paid within 60 days after any such defeasance described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity date upon which moneys are to be available for the payment of the principal of and interest on or 38 Packet Page-656- 3/12/2013 11.B. Redemption Price of said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 8.01. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. [Remainder of page intentionally left blank] 39 Packet Page-657- 3/12/2013 11 .B. ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.01. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are hereby authorized and approved. The Chair is hereby authorized to make such changes, insertions and modifications as he or she shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The Chair is hereby authorized to advertise and publish the Official Notice of Sale or a summary thereof at such time as he or she shall deem necessary and appropriate, upon the advice of the Financial Advisor and Bond Counsel, to accomplish the competitive sale of the Bonds in accordance with applicable law. SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit C in connection with the offering of the Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, any Authorized Issuer Officer is hereby authorized to approve such insertions, changes and modifications. Any Authorized Issuer Officer is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by an Authorized Issuer Officer deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. (B) Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, the Chair is hereby authorized and directed to execute and deliver a final Official Statement, dated the date of the sale of the Bonds, which shall be in substantially the form of the Preliminary Official Statement relating to the Bonds, in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the Chair. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chair, and the information contained therein are hereby authorized to be used in connection with the sale of the Bonds to the public. Execution by the Chair of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 9.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, Regions Bank, Orlando, Florida is hereby designated Registrar and Paying Agent for the Bonds. Any Authorized Issuer Officer is hereby authorized to enter 40 Packet Page-658- 3/12/2013 11 .B. into any agreement which may be necessary to effect the transactions contemplated by this Section 9.02 and by this Resolution. SECTION 9.04. SECONDARY MARKET DISCLOSURE. Subject to the satisfaction in all respects with the conditions set forth in Section 2.01 hereof, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of Rule 15c2-12 of the Security and Exchange Commission (the "Rule"), it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate (the "Disclosure Certificate") to be executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended from time to time in accordance with the terms thereof. The Disclosure Certificate shall be substantially in the form attached hereto as Exhibit B with such changes, amendments, modifications, omissions and additions as shall be approved by the Chair who is hereby authorized to execute and deliver such Disclosure Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Disclosure Certificate shall not be considered an event of default hereunder; provided, however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9.04 and the Disclosure Certificate. For purposes of this Section 9.04 "Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other xr - intermediaries), or (B) is treated as the owner of any Bonds for federal income tax purposes. SECTION 9.05. AUTHORIZATION TO EXECUTE ESCROW AGREEMENT. Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, the Issuer hereby authorizes the Chair to execute and the Clerk to attest the Escrow Agreement and to deliver the Escrow Agreement to Regions Bank, Orlando, Florida, which is hereby appointed as Escrow Agent thereunder. All of the provisions of the Escrow Agreement when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Agreement shall be in substantially the form attached hereto as Exhibit D, with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by the Chair. Execution by the Chair of the Escrow Agreement shall be deemed to be conclusive evidence of the approval of such changes. 41 Packet Page-659- 3/12/2013 11 .B. ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution 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 and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 10.03. VALIDATION AUTHORIZED. To the extent deemed necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of the Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. [Remainder of page intentionally left blank] 42 Packet Page-660- 3/12/2013 11 .B. SECTION 10.05. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 12th day of March, 2013. COLLIER COUNTY, FLORIDA (SEAL) Chairwoman, Board of County Commissioners ATTEST: Dwight E. Brock, Clerk By: Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney 43 Packet Page-661- 3/12/2013 11 .B. EXHIBIT A Form of Official Notice of Sale Packet Page-662- 3/12/2013 11.B. EXHIBIT B Form of Continuing Disclosure Certificate Packet Page-663- 3/12/2013 11 .B. EXHIBIT C Form of Preliminary Official Statement Packet Page-664- 3/12/2013 11.B. EXHIBIT D Form of Escrow Agreement Packet Page-665- 3/12/2013 11.B. OFFICIAL NOTICE OF SALE Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 Electronic Bids, as Described Herein, Will Be Accepted Until 10:30 a.m., Eastern Standard Time, March 26, 2013* *Preliminary,subject to change. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 1 Packet Page-666- 3/12/2013 11.B. OFFICIAL NOTICE OF SALE Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date and up to the time specified below: DATE: March 26, 2013* TIME: 10:30 A.M. Eastern Standard Time* ELECTRONIC BIDS: May be submitted only through Public Financial Management's PFMauction website ("PFMauction") as described below. No other form of bid or provider of electronic bidding services will be accepted. GENERAL Bids will be received at the office of the County Manager of Collier County, Florida, Collier County Government Complex, 3301 East Tamiami Trail, Building F Naples, Florida 34112, for the purchase of all, but not less than all, of the $ Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 (the "Bonds") to be issued by Collier County, Florida (the "County") pursuant to the terms and conditions of a resolution adopted by the Board of County Commissioners of the County, on March 12, 2013 (the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. The Bond proceeds will be used to refund certain outstanding indebtedness of the County, and to pay costs of issuing the Bonds. The Bonds are more particularly described in the Preliminary Official Statement dated March , 2013 (the "Preliminary Official Statement") relating to the Bonds, available at PFMauction's website, www.pfmauction.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. *Preliminary,subject to change. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 2 Packet Page-667- 3/12/2013 11 .B. Prior to accepting bids, the County reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time, or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer news service at the internet website address www.tm3.com, not later than Noon, Eastern Standard Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify the revised principal amount or terms, if any, and any later date or time selected for the sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later public sale may be held at the hour, in the manner, and on such date as communicated upon at least twenty-four (24) hours notice via The Bond Buyer news service at the internet website address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF AMOUNTS AND MATURITIES." To the extent any instructions or directions set forth in PFMauction conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about PFMauction and to subscribe in advance of the bid, potential bidders may contact PFMauction at (412) 391-5555, extension 370. Each prospective electronic bidder must be a subscriber to PFMauction. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to view the bid form on PFMauction and to access PFMauction for the purposes of submitting its bid in a timely manner and in compliance with the requirements of the Official Notice of Sale. Neither the County nor PFMauction shall have any duty or obligation to provide or assure access to PFMauction to any prospective bidder, and neither the County nor PFMauction shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, PFMauction. The County is using PFMauction as a communication mechanism, and not as the County's agent, to conduct the electronic bidding for the Bonds. The County is not bound by any advice and determination of PFMauction to the effect that any particular bid complies with the terms of this Official Notice of Sale and, in particular, the bid specifications hereinafter set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via PFMauction are the sole responsibility of such bidders and the County shall not be responsible, directly or indirectly, for any such costs or expenses. If a prospective bidder encounters any difficulty in submitting, modifying or withdrawing a bid for the Bonds, the prospective bidder should immediately telephone PFMauction at 412-391-5555, extension 370, and notify the County's Financial Advisor, Public Financial Management, Inc., at 305-448-6992 or masvidals @pfm.com. The County shall have no responsibility for technological or transmission errors that any bidder may experience in transmitting a bid. The use of PFMauction shall be at the bidder's risk and expense, and the County shall have no liability with respect thereto. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 3 Packet Page-668- 3/12/2013 11.B. THE BONDS The Bonds will be issued in fully registered, book-entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be April 10, 2013), will be issued in denominations of $5,000 or integral multiples thereof, will bear interest from their dated date until paid at the annual rate or rates specified by the successful bidder, subject to the limitations specified below, payable as shown on the Summary Table set forth herein. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds must meet the minimum and maximum coupon and reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. The Bonds will mature on the dates, in the years and principal amounts shown on the Summary Table as serial bonds except as otherwise combined into term bonds as described under "STRUCTURE" below. STRUCTURE Any two to five consecutive maturities of the Bonds maturing on or after October '1, 2022 and bearing interest at the same rate may be combined, at the option of the bidder, into term bonds with mandatory sinking fund installments equal to the amounts and years specified in the Official Notice of Sale combined to form a term bond. OPTIONAL REDEMPTION The Bonds maturing on or after October 1, 2023, are subject to redemption in whole or in part, at any time, on or after October 1, 2022, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot), at a Redemption Price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium. SECURITY The County has covenanted and agreed in the Bond Resolution to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues (as defined in the Bond Resolution) amounts sufficient to (A) pay principal of and interest on the Bonds when due, and (B) pay all required deposits to the Rebate Fund (as defined in the Bond Resolution) pursuant to the Bond Resolution. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non- Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non-Ad Valorem Revenues. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 4 Packet Page-669- 3/12/2013 11 .B. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bonds, in the manner described herein, Non-Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. See the Preliminary Official Statement for more information regarding the security for the Bonds. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page S Packet Page-670- 3/12/2013 11.B. Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table,the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table, including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement. Terms of the Bonds Dated Date: Date of Delivery Anticipated Delivery Date: April 10,2013* Interest Payment Dates: April 1 and October 1,commencing October 1,2013 Principal Payment Dates(October 1): Year* Principal Amount* Year* Principal Amount* 2013 2025 2014 2026 2015 2027 2016 2028 2017 2029 2018 2030 2019 2031 2020 2032 2021 2033 2022 2034 2023 2035 2024 Interest Calculation: 360-day year of twelve 30-day months Ratings: Moody's:_ Fitch: Bidding Parameters Sale Date: March 26,2013* Bidding Method: PFMauction All or none vs.Maturity-by-Maturity: All-or-none Bid Award Method: Lowest true interest cost Bid Confirmation: Fax signed Official Confirmation of Bid Form Bid Award: As soon as practicable on day of sale Good Faith Deposit: $ ; See"GOOD FAITH DEPOSIT"herein Coupon Multiples: 1/8 or 1/20 of 1% Optional Redemption: Yes,on or after October 1,2022 Term Bonds: Yes,at bidder's option. See"STRUCTURE"herein. Maximum Reoffering Price: Maturity Unlimited Aggregate Unlimited Minimum Reoffering Price: Maturity 98% Aggregate 98% Insurance: No Adjustment Parameters(As required to optimize the refunding) Principal Increases: Maturity Unlimited Aggregate 15.0% Principal Reductions: Maturity Unlimited(including elimination of one or more maturities) Aggregate 15.0% * Preliminary,subject to change. **May be combined into term bonds. See"STRUCTURE"herein. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 6 Packet Page-671- 3/12/2013 11 .B. ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bonds is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m., Eastern Standard Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by no more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. This may include the elimination of one or more maturities. The County will consult with the successful bidder before adjusting the amount of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right to make adjustments, within the limits described above, or cancel the sale of the Bonds. Adjustment to the size of the Bonds within the limits described above does not relieve the successful bidder from its obligation to purchase all of the Bonds offered by the County. Each bid must specify the initial reoffering prices to the public of each maturity of Bonds. Adjustments may be made to the principal amounts based on the reoffering prices shown on PFMauction. In determining whether there will be any revision to the principal amount of or maturity of the Bonds subsequent to the bid opening and award, the County expects that changes may be made that are necessary to increase or decrease the principal amount of the Bonds to meet the County's funding objectives, all subject to the limitations set forth above. In the event that the principal amount of any maturity of the Bonds is revised after the award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on the Bonds as submitted by the successful bidder shall be held constant. The "Underwriter's Discount" shall be defined as the difference between the purchase price of the Bonds submitted by the bidder and the price at which the Bonds will be issued to the public, calculated from information provided by the bidder, divided by the par amount of the Bonds bid. FORM AND PAYMENT The Bonds will be issued in fully registered, book-entry only form and a bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of its nominee, Cede & Co. A book-entry system will be employed, evidencing ownership of the Bonds, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 7 Packet Page-672- 3/12/2013 11.B. procedures adopted by DTC and its participants. The successful bidder, as a condition to delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the name of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by Regions Bank, the paying agent and registrar (the "Registrar") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Neither the County nor the Registrar will be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Principal of, and premium, if any, on the Bonds will be payable upon presentation and surrender thereof at the designated corporate office of the Registrar on the dates, in the years and amounts established in accordance with the award of the Bonds. Interest on the Bonds is payable on the dates shown in the Summary Table. The Registrar will mail interest payments on the Bonds on each interest payment date to the owners of the Bonds at the addresses listed on the registration books maintained by the Registrar for such purpose at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next proceeding the applicable payment date, as described in the Bond Resolution. So long as DTC or its nominee is the registered owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds will be made to DTC or its nominee. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT The County has authorized the preparation and distribution of a Preliminary Official Statement containing information relating to the Bonds. The Preliminary Official Statement has been deemed final by the County as required by Rule 15c2-12 of the Securities and Exchange Commission. The County will furnish the successful bidder on the date of closing, with its certificate as to the completeness and accuracy of the Official Statement. The Preliminary Official Statement and this Official Notice of Sale and any other information concerning the proposed financing will be available electronically at PFMauction's website, www.pfmauction.com. Assistance in obtaining the documents will be provided by PFMauction customer service at 412-391-5555, extension 370 or from Public Financial Management, Inc., Financial Advisor to the County, 255 Alhambra Circle, Suite 404, Coral Gables, Florida 33134, Phone 305-448-6992, Fax 305-448-7131 or email masvidals @pfm.com. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 8 Packet Page-673- 3/12/2013 11 .B. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at its expense within seven (7) business days after the Bonds have been awarded to the successful bidder no more than 200 copies of the final Official Statement. Additional copies of the Official Statement may be provided at the request and expense of the winning bidder. If the Bonds are awarded to a syndicate, the County will designate the senior managing underwriter of the syndicate as its agent for purposes of distributing copies of the Official Statement to each participating underwriter. Any underwriter submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it shall accept such designation and shall enter into a contractual relationship with all participating underwriters for the purpose of assuring the receipt and distribution by each participating underwriter of the Official Statement. LEGAL OPINIONS The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson, P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be furnished without cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix D. Certain matters will be passed on for the County by Jeffrey A. Klatzkow, Esq., County Attorney and Bryant Miller Olive P.A., the County's Disclosure Counsel. A legal opinion (or reliance letter thereon) of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, and a legal opinion of Jeffrey A. Klatzkow, Esq., County Attorney, with respect to certain matters concerning the Official Statement will be furnished without charge to the successful bidder at the time of delivery of the Bonds. BIDDING PROCEDURE; OFFICIAL BID FORMS Only electronic bids submitted via PFMacution will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by mail or by facsimile or by any other delivery method directly to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described under "GENERAL" above. Each electronic bid submitted via PFMauction shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the County. All bids remain firm until an award is made. The successful bidder must confirm the details of such bid by a signed Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 9 Packet Page-674- 3/12/2013 11.B. Official Confirmation of Bid Form delivered by fax to Public Financial Management, Inc. at 305-448-7131 no later than one hour after being notified by the County of being the winning bidder, the original of which must be received by Public Financial Management, Inc., Financial Advisor to the County on the following business day at 255 Alhambra Circle, Suite 404, Coral Gables, FL 33134. Failure to deliver the form does not relieve the bidder of the obligation to purchase the Bonds. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) an annual rate of interest for each maturity, (2) reoffering price or yield for each maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than one (1) bid from any bidder will be considered. A bidder must specify the rate or rates of interest per annum (with no more than one rate of interest per maturity), which the Bonds are to bear, to be expressed in multiples of 1/8 or 1/20 of 1%. Any number of interest rates may be named, but the Bonds of each maturity must bear interest at the same single rate for all bonds of that maturity. Each bid for the Bonds must meet the minimum and maximum coupon criteria and minimum and maximum reoffering price criteria shown in the Summary Table on a Wig` maturity and aggregate basis. Each bidder must specify, as part of its bid, the prices or yields at which a substantial amount (i.e., at least 10%) of the Bonds of each maturity will be offered and sold to the public. Reoffering prices presented as a part of the bids will not be used in computing the bidder's true interest cost. As promptly as reasonably possible after bids are received, the County will notify the successful bidder that it is the apparent winner. AWARD OF BID The County expects to award the Bonds to the winning bidder as soon as practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all bids are rejected, the Bonds will be awarded by the County on the sale date to the bidder whose bid complies with this Official Notice of Sale and results in the lowest True Interest Cost ("TIC") to the County. The lowest TIC will be determined by doubling the semi-annual interest rate, compounded semi-annually, necessary to discount the debt service payments from the payment dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to one of such bidders by lot. Only the final bid submitted by any bidder through Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 10 Packet Page-675- 3/12/2013 11 .B. PFMauction will be considered. The right reserved to the County shall be final and binding upon all bidders with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION The County reserves the right, in its discretion, to reject any and all bids and to waive irregularity or informality in any bid. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the County to DTC in book-entry only form, in New York, New York on or about the delivery date shown in the Summary Table, or such other date agreed upon by the County and the successful bidder. Payment for the Bonds must be made in Federal Funds or other funds immediately available to the County at the time of delivery of the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the purchaser. The County intends to conduct the closing in Naples, Florida. RIGHT OF CANCELLATION The successful bidder will have the right, at its option, to cancel its obligation to purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder will be entitled to the return of the Good Faith Deposit accompanying its bid. GOOD FAITH DEPOSIT The successful bidder for the Bonds is required to submit its Good Faith Deposit to the County in the form of a wire transfer in federal funds not later than 2:30 p.m., Eastern Standard Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the terms of the Official Notice of Sale. Wiring instructions for the Good Faith Deposit are as follows: Bank: Fifth Third Bank, Cincinnati, Ohio ABA#: 042000314 Acct. Name: Collier County Board of County Commissioners Acct. #: 0001138577 REF: Series 2013 SO closing Attention: Dan Tripaldi Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 11 Packet Page-676- 3/12/2013 11.B. The Good Faith Deposit so wired will be retained by the County until the delivery of such Bonds, at which time the good faith deposit will be applied against the purchase price of such Bonds or the good faith deposit will be retained by the County as partial liquidated damages in the event of the failure of the successful bidder to take up and pay for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid. The County will pay no interest on the good faith deposit. The balance of the purchase price must be wired in federal funds to the account detailed in the closing memorandum provided by the County to the successful purchaser, simultaneously with delivery of such Bonds. CUSIP NUMBERS It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bonds nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Neither the County nor Bond Counsel will review or express any opinion as to the correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the Bonds. The successful bidder will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder. BLUE SKY The County has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder, at the bidder's written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary; provided, however, that the County shall not be required to consent to suit or to service of process in any jurisdiction. DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the County containing information with respect to any fee, bonus or Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 12 Packet Page-677- 3/12/2013 11 .B. gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant. Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder must (1) complete the Truth-in-Bonding Statement provided by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate whether such bidder has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. The successful purchaser will be required to submit to the County prior to closing a certification to the effect that (i) all of the Bonds have been subject of a bona fide initial offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices no higher than those shown on the inside cover of the Official Statement relating to the Bonds, (ii) to the best of their knowledge, and based on their records and other information available to them which they believe to be correct, at least 10 percent of each maturity of the Bonds were sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at initial offering prices not greater than or yields not lower than the respective prices or yields shown on the inside cover of the Official Statement, and (iii) at the time they agreed to purchase the Bonds, based upon their assessment of the then prevailing market conditions, they had no reason to believe any of the Bonds would be sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices greater than or yields lower than the respective prices or yields shown on the inside cover of the Official Statement. To the extent the successful bidder is unable to make the certification in (ii) above as a result of the actual facts related to the pricing, Bond Counsel will work with such successful bidder to develop mutually acceptable alternative language. CONTINUING DISCLOSURE The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix E attached to the Preliminary Official Statement for the Bonds. The covenants have been undertaken by the County in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange Commission. Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 13 Packet Page-678- 3/12/2013 11.B. CERTIFICATE The County will deliver to the purchaser of the Bonds a certificate of an official of the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the County. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue situs for any such action shall be the state courts of the Twentieth Judicial Circuit in and for Collier County, Florida. NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the Convicted Vendor List (as described in Florida Statutes) following a conviction for a public entity crime may not submit a bid. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: /s/Georgia A. Hiller, Esq. Chairwoman Dated: March 13, 2013 Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 14 Packet Page-679- 3/12/2013 11 .B. • EXHIBIT A TRUTH-IN-BONDING STATEMENT , 2013 Board of County Commissioners of Collier County, Florida, Re: Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in- bonding statement required thereby, as follows: (a) The County is proposing to issue $ principal amount of the above-referenced Bonds for the principal purposes of refunding certain outstanding debt of the County, and paying certain costs of issuance of the Bonds. This obligation is expected to be repaid over a period of approximately years. At a true interest cost of %, total interest paid over the life of the obligation will be approximately (b) The Bonds shall be limited obligations of the County and secured by a covenant to appropriate in its annual budget, by amendment, if necessary, such amounts of certain non-ad valorem revenues of the County that are allocated to and accounted for in certain funds of the County described in the Preliminary Official Statement for the Bonds which are legally available to make payments on the Bonds. Authorizing the Bonds will result in an average of $ (average annual debt service) of such non-ad valorem revenues not being available to finance other services of the County each year for approximately years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 15 Packet Page-680- 3/12/2013 11.B. OFFICIAL CONFIRMATION OF BID FORM Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 The undersigned hereby offer to purchase all of the Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 (the "Bonds"), to be dated as of the date of delivery (expected to be April 10, 2013), described in the attached Official Notice of Sale and the Preliminary Official Statement referred to therein, which by reference is made part of this bid, for all but not less than all of said Bonds and will pay therefor, at the time of delivery, in immediately available Federal Reserve Funds Dollars ($ ), bearing interest at the following rates per annum: Reoffering Year Principal* Interest Price or (October 1)* Amount Rate Yield 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 * Preliminary,subject to change. **May be combined into term bonds. See"STRUCTURE"herein. Any two to five consecutive maturities of the Bonds maturing on or after October 1, and bearing interest at the same rate may be combined into term bonds Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 16 Packet Page-681- 3/12/2013 11 .B. with mandatory sinking fund installments equal to the amounts and years specified in the Official Notice of Sale combined to form a term bond. The principal installments for the Bonds indicated on the previous page shall be applied for the mandatory retirement of Term Bonds maturing in the years and amounts and bearing interest as follows: $ Term Bonds maturing on October 1, at %per annum to yield %per annum $ Term Bonds maturing on October 1, at %per annum to yield %per annum $ Term Bonds maturing on October 1, at %per annum to yield %per annum GOOD FAITH DEPOSIT In accordance with the attached Official Notice of Sale, if we are selected as the winning bidder, we will provide a good faith deposit by wire transfer in federal funds no later than 2:30 p.m. on the date of the award in the amount of and 00/100 Dollars ($ ) as described in the attached Official Notice of Sale. MISCELLANOUS This proposal is not subject to any conditions not expressly stated herein or in the attached Official Notice of Sale. Receipt and review of the Preliminary Official Statement relating to the Bonds is hereby acknowledged. The names of the underwriters or member of the account or joint bidding account, if any, who are associated for the purpose of this Proposal are listed either below or on a separate sheet attached hereto. TRUTH IN BONDING STATEMENT Prior to an award, the successful bidder must complete, sign and deliver with this Official Confirmation of Bid Form the Truth in Bonding Statement which is attached to the Official Notice of Sale as Exhibit A. The County reserves the right to assist the bidder in correcting any inconsistencies or inaccuracies set forth in such Truth in Bonding Statement. The County may waive any inconsistencies or inaccuracies relating to such Statements and any such waived inconsistencies or inaccuracies shall not adversely affect the bid. Furthermore, pursuant to Section 218.386, Florida Statutes, the names, addresses and estimated amounts of compensation of any person who has entered into an understanding with the underwriters or, to the managing underwriter's knowledge, the County, or both, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the County and managing underwriter or who exercises or attempts to exercise any influence to effect any transaction in the purchase of the Bonds are set forth below in the space Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 17 Packet Page-682- 3/12/2013 11.B. provided. If no information is provided below, the County shall presume no compensation was or will be paid. Senior Manager: Address Authorized Signature: City State Zip Code Printed Name: Telephone Number Facsimile Number Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013- Official Notice of Sale Page 18 Packet Page-683- 3/12/2013 11 .B. CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate")is executed and delivered by Collier County, Florida (the "Issuer") in connection with the issuance of its $ Special Obligation Refunding Revenue Bonds, Series 2013 (the"Bonds"). The Bonds are being issued pursuant to Resolution No. 2013-_adopted by the Board of County Commissioners of the Issuer on 2013,as amended and supplemented from time to time (the"Resolution"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule(defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in,Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which(a)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy"shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate. "MSRB"shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to (25694/005/00742809.DOCv2) 1 Packet Page-684- 3/12/2013 11.B. support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance,letters of credit,or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB,which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State"shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, by not later than April 30th following the end of the Issuer's fiscal year,beginning with the fiscal year ending September 30, 2012 with respect to the report for the 2011-2012 fiscal year, provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a)below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer (or the Dissemination Agent, if other than the Issuer) shall send a notice to any Repository, in electronic format as prescribed by such Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository;and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository to which it was provided. {25694/005/00742809.DOCv2} 2 Packet Page-685- 3/12/2013 11 .B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated , 2013 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available;and (b) updates of the historical financial and operating data set forth in the Official Statement under the captions: (i) Historical Non-Ad Valorem Revenues in General Fund and Unincorporated Area Municipal Services Taxing District Fund; (ii) Other Obligations Payable From Non-Ad Valorem Revenues; (iii) Combined General Fund And MSTD Revenues,Expenditures And Fund Balance;and (iv) Schedule of County Contributions to the Florida Retirement System. The information provided under Section 4(b) may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Web site or filed with the Securities and Exchange Commission. The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall be given in a timely manner not in excess of ten(10)business days after the occurrence of the event,with the exception of the event described in number 15 below,which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults,if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers,or their failure to perform; {25694/005/00742809.DOCv2) 3 Packet Page-686- 3/12/2013 11 .B. 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds,or other material events affecting the tax status of the Bonds; 7. modifications to rights of the holders of the Bonds,if material; 8. Bond calls,if material,and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms,if material; 0.0m. 14. appointment of a successor or additional trustee or the change of name of a trustee,if material;and 15. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository,in electronic format as prescribed by such Repository. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted in pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date,and/or coupon rate); (d) the name of any Obligated Person other than the Issuer; (e) the name and date of the document being submitted;and (f) contact information for the submitter. 125694/005/00742809.DOCv2} 4 Packet Page-687- 3/12/2013 11 .B. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 8. DISSEMINATION AGENT. The Issuer may,from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 9. AMENDMENT;WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a),4, or 5(a),it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel,have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances;and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition,if the amendment relates to the accounting principles to be followed in preparing financial statements, (i)notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form)between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. (25694/005/00742809.DOCv2) 5 Packet Page-688- 3/12/2013 11.B. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate;provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder,including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. [Remainder of page intentionally left blank] {25694/005/00742809.DOCv2} 6 Packet Page-689- 3/12/2013 11 .B. SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer,the Dissemination Agent,the Participating Underwriters and holders and Beneficial Owners from time to time of the Bonds,and shall create no rights in any other person or entity. Dated as of ,2013 COLLIER COUNTY,FLORIDA By: Chair,of the Board of County Commissioners Approved as to Form and Legal Sufficiency: County Attorney {25694/005/00742809.DOCv2} 7 Packet Page-690- 3/12/2013 11.B. EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Collier County,Florida Name of Bond Issue: Special Obligation Refunding Revenue Bonds,Series 2013 Date of Issuance: ,2013 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as of ,2013. The Issuer anticipates that the Annual Report will be filed by Dated: COLLIER COUNTY,FLORIDA By: Name: Title: {25694/005/00742809.DOCv2} A-1 Packet Page-691- 3/12/2013 11.B. PRELIMINARY OFFICIAL STATEMENT DATED MARCH J 2013 NEW ISSUE—Book-Entry Only In the opinion of Nabors, Giblin &Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the Series 2013 Bonds is, under existing statutes,regulations, rulings and court decisions, (a)excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under the caption "TAX EXEMPTION"and (b) not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest, however, will be includable in the calculation of a corporation's alternative minimum taxable income and may be subject to other federal income tax consequences referred to herein under "TAX EXEMPTION." See "TAX EXEMPTION"herein for a discussion of Bond Counsel's opinion. COLLIER COUNTY,FLORIDA Special Obligation Refunding Revenue Bonds, Series 2013 Dated:Date of Delivery Due:October 1,as shown on inside cover The Collier County,Florida Special Obligation Refunding Revenue Bonds,Series 2013 (the"Series 2013 Bonds") are being issued as fully registered bonds, in denominations of $5,000 or any integral multiple thereof. Interest on the Series 2013 Bonds is payable semiannually on each April 1 and October 1, commencing October 1, 2013, and will be payable by check or draft of , as Paying Agent, mailed to the holder at his or her address, as shown on the registration books of Collier County, Florida (the "County") maintained by , as Registrar, as of the close of business on the fifteenth day of the calendar month (whether or not a business day) next preceding the applicable interest payment date;provided,however, at the request of any holder of Series 2013 Bonds, interest payments may be made by bank wire transfer to the account designated by such holder. Principal of the Series 2013 Bonds is payable to the holder thereof upon presentation and surrender, when due, at the office of the Paying Agent. Upon initial issuance, the Series 2013 Bonds will be registered in the name of and held by Cede & Co. as nominee for The Depository Trust Company ("DTC"), an automated depository for securities and a clearinghouse for securities transactions. So long as DTC or Cede& Co. is the registered owner of the Series 2013 Bonds,payments of the principal of and interest on the Series 2013 Bonds will be mailed directly to DTC or Cede & Co., which is to remit such payments to the Participants (as defined herein), which in turn are to remit such payments to the Beneficial Owners(as defined herein)of the Series 2013 Bonds. See"DESCRIPTION OF THE SERIES 2013 BONDS—Book-Entry Only System"herein. The Series 2013 Bonds are subject to redemption prior to maturity,as set forth herein. The Series 2013 Bonds are issued pursuant to and under the Constitution and laws of the State of Florida, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"),and pursuant to Resolution No.2013- adopted by the Board on March 12,2013,as it may be amended and supplemented from time to time(the"Resolution"). The Series 2013 Bonds are being issued to provide funds, together with other legally available moneys of the County,if any,sufficient to (i)refund all of the County's outstanding Capital Improvement and Refunding Revenue Bonds, Series 2003 and Capital Improvement and Refunding Revenue Bonds, Series 2005,and(ii)pay certain costs and expenses relating to the issuance of the Series 2013 Bonds. {25694/005/00739016.DOCv2} Packet Page-692- 3/12/2013 11.B. Pursuant to the Resolution, the County has covenanted and agreed, subject to certain restrictions and limitations, to appropriate in its annual budget, by amendment,if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Series 2013 Bonds when due in the manner and to the extent provided in the Resolution and described under "SECURITY FOR THE SERIES 2013 BONDS"herein. THE SERIES 2013 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON-AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2013 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2013 BOND, OR BE ENTITLED I LED TO PAYMENT OF SUCH SERIES 2013 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON-AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2013 Bonds are offered when, as, and if issued and received by the Underwriter, subject to the opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the County by Jeffrey A. Klatzkow, Esq., County Attorney and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel. Public Financial Management, Inc., Coral Gables, Florida, is serving as Financial Advisor to the County. It is expected that the Series 2013 Bonds in definitive form will be available for delivery to the Underwriter in New York, New York at the facilities of DTC on or about ,2013. Electronic bids for the Series 2013 Bonds will be received via Public Financial Management's PFMauction website as described in the Official Notice of Sale. Dated: ,2013 125694/005/00739016.DOCv2 Packet Page -693- 3/12/2013 11 .B. COLLIER COUNTY,FLORIDA Special Obligation Refunding Revenue Bonds, Series 2013 MATURITIES,AMOUNTS,INTEREST RATES, PRICES,YIELDS AND INITIAL CUSIP NUMBERS Initial Maturity Interest CUSIP (October 1)* Amount* Rate Price Yield Numbers** 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022*** 2023*** 2024*** 2025*** 2026*** 2027*** 2028*** 2029*** 2030 2031 2032 2033 2034 2035 * Preliminary, subject to change. ** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. *** Subject to term bond option as described in the section entitled "STRUCTURE" in the Official Notice of Sale. (25694/005/00739016.DOCv2} Packet Page-694- 3/12/2013 11.B. RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2013 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. (25694/005/00739016.DOCv2) Packet Page-695- 3/12/2013 11.B. COLLIER COUNTY,FLORIDA Government Complex 3301 East Tamiami Trail Naples,Florida 34112 (239)252-8097 BOARD OF COUNTY COMMISSIONERS Georgia A.Hiller,Esq.,Chair Tom Henning,Vice Chair Fred W.Coyle, Commissioner Donna Fiala,Commissioner Tim Nance,Commissioner COUNTY MANAGER Leo E.Ochs,Jr. CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY AND CHIEF FINANCIAL OFFICER Dwight E.Brock,Esq. DIRECTOR OF FINANCE AND ACCOUNTING Crystal K. Kinzel COUNTY ATTORNEY Jeffrey A.Klatzkow,Esq. BOND COUNSEL Nabors,Giblin&Nickerson,P.A. Tampa,Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa,Florida FINANCIAL ADVISOR Public Financial Management,Inc. Coral Gables,Florida (25694/005/00739016.DOCv2) Packet Page-696- 3/12/2013 11.B. No dealer, broker, salesman or other person has been authorized by the County or the Underwriter to give any information or to make any representations in connection with the Series 2013 Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell nor the solicitation of an offer to buy,nor shall there be any sale of the Series 2013 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,solicitation or sale. The information set forth herein has been obtained from the County, DTC and other sources that are believed to be reliable. The Underwriter listed on the cover page hereof has reviewed the information in this Official Statement in accordance with and as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2013 BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2013 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2013 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2013 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2013 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. otglat (25694/005/00739016.DOCv2} Packet Page-697- 3/12/2013 11 .B. TABLE OF CONTENTS Page INTRODUCTION 1 PLAN OF REFUNDING 2 DESCRIPTION OF THE SERIES 2013 BONDS 3 General 3 Book-Entry Only System 4 Interchangeability,Negotiability and Transfer 6 Series 2013 Bonds Mutilated,Destroyed,Stolen or Lost 7 Optional Redemption 8 Selection of Bonds to be Redeemed 8 Notice of Redemption 8 SECURITY FOR THE SERIES 2013 BONDS 9 General 9 No Reserve for the Series 2013 Bonds 10 Anti-Dilution Test 10 GENERAL INFORMATION REGARDING NON-AD VALOREM REVENUES 11 General 11 Taxes 12 Intergovernmental Revenues 15 Licenses,Permits and Impact Fees 19 Charges for Services 20 Fines and Forfeitures 21 Interest 21 Miscellaneous Revenues 21 CERTAIN FINANCIAL MATTERS 24 Financial and Operating Plan(Budget) and Capital Improvement Planning Policy 24 Financial Reporting and Annual Audit 25 General Fund and Unincorporated Area Municipal Services Taxing District Fund 25 Classification of Local Government Expenditures 28 RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS 29 Florida Retirement System 29 Florida Retirement System Assumptions 32 Senate Bill 2100 33 County OPEB 34 Sheriff's OPEB 35 FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM 36 ESTIMATED SOURCES AND USES OF FUNDS 40 DEBT SERVICE SCHEDULE 41 INVESTMENT POLICY 42 LEGAL MATTERS 43 LITIGATION 44 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 45 TAX EXEMPTION 45 Opinion of Bond Counsel 45 Internal Revenue Code of 1986 45 {25694/005/00739016.DOCv21 Packet Page-698- 3/12/2013 11.B. Collateral Tax Consequences 46 Other Tax Matters 46 Tax Treatment of Original Issue Discount 46 Tax Treatment of Bond Premium 47 VERIFICATION OF ARITHMETICAL COMPUTATIONS 47 RATINGS 47 FINANCIAL ADVISOR 48 INVESTMENT ADVISOR 48 AUDITED FINANCIAL STATEMENTS 48 ENFORCEABILITY OF REMEDIES 49 CONTINUING DISCLOSURE 49 UNDERWRITING 49 CONTINGENT FEES 50 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 50 AUTHORIZATION OF OFFICIAL STATEMENT 51 Appendices APPENDIX A -General Information Concerning Collier County,Florida APPENDIX B -Form of the Resolution APPENDIX C -Audited Financial Statements for the Fiscal Year Ended September 30,2012 APPENDIX D -Form of Opinion of Bond Counsel APPENDIX E -Form of Continuing Disclosure Certificate {25694/005/00739016.DOCv2} Packet Page-699- 3/12/2013 11 .B. OFFICIAL STATEMENT Relating to COLLIER COUNTY,FLORIDA Special Obligation Refunding Revenue Bonds,Series 2013 INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to set forth information concerning Collier County, Florida (the "County") and the Collier County, Florida Special Obligation Refunding Revenue Bonds,Series 2013(the"Series 2013 Bonds"),in connection with the sale of the Series 2013 Bonds. The County was established in 1923 by the legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area,it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2012, the County had an estimated population of 329,849. Principal industries within the County include wholesale and retail trade,tourism,agriculture,forestry,fishing,cattle ranching and construction. Part of the Everglades National Park, the United States' only subtropical national park, comprises a portion of the County. See "APPENDIX A General Information Concerning Collier County, Florida" attached hereto for more information about the County. The Series 2013 Bonds are issued pursuant to and under the Constitution and laws of the State, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2013-_adopted by the Board on March 12,2013, as it may be amended and supplemented from time to time (the "Resolution"). See "APPENDIX B — Form of the Resolution" attached hereto. The Series 2013 Bonds are being issued to provide funds, together with other legally available moneys of the County,if any, sufficient to(i)refund all of the County's outstanding Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Refunded 2003 Bonds") and Capital Improvement and Refunding Revenue Bonds, Series 2005 (the "Refunded 2005 Bonds" and together with the Refunded 2003 Bonds, the "Refunded Bonds"), and (ii) pay certain costs and expenses relating to the issuance of the Series 2013 Bonds. Pursuant to the Resolution, the County has covenanted and agreed, subject to certain restrictions and limitations, to appropriate in its annual budget,by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2013 Bonds when due in the manner and to the extent provided in the Resolution and described in"SECURITY FOR THE SERIES 2013 BONDS"herein and"APPENDIX B—Form of the Resolution"attached hereto. Preliminary,subject to change. {25694/005/00739016.DOCv2} Packet Page-700- 3/12/2013 11.B. THE SERIES 2013 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON-AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2013 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2013 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2013 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON-AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. The County has covenanted to provide certain continuing disclosure information pursuant to Rule 15c2-12 of the Securities and Exchange Commission relating to the Series 2013 Bonds. See "CONTINUING DISCLOSURE"herein. Capitalized terms used but not otherwise defined herein have the same meaning ascribed thereto in the Resolution unless the context would clearly indicate otherwise. Complete descriptions of the terms and conditions of the Series 2013 Bonds are set forth in the Resolution, a form of which is attached as APPENDIX B to this Official Statement. The descriptions of the Series 2013 Bonds, the documents authorizing and securing the same, and the information from various reports and statements contained herein are not comprehensive or definitive. All references herein to such documents, reports and statements are qualified by the entire, actual content of such documents, reports and statements. A copy of the Resolution and all documents of the County referred to herein may be obtained from Dwight E. Brock, Esq., Clerk of Circuit Court and Chief Financial Officer of Collier County, Collier County Courthouse Annex,3301 East Tamiami Trail East,2nd Floor,Naples,Florida 34112,Phone(239)252-2745. PLAN OF REFUNDING The Refunded 2003 Bonds originally financed and refinanced the acquisition, construction and equipping of various capital projects, including a County jail complex and a County Development Services building expansion and associated parking garage (the "2003 Project"). The Refunded 2005 Bonds originally financed and refinanced the acquisition, construction and equipping of various capital improvements within the County including, but not limited to, acquisition, construction and equipping of the North Collier Regional Park, the County Courthouse Annex Phase I, the Courthouse Annex Parking Garage, an Emergency Operations Center, the County's Fleet Facility and the County's Government Complex(the"2005 Project"and together with the 2003 Project,the"Refunded Projects"). The County has determined that it can release certain debt service reserve fund monies which are currently securing the Refunded Bonds by providing for the advance refunding of the Refunded Bonds. The callable Refunded 2003 Bonds will be called for redemption on October 1,2013 at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest thereon. The callable Refunded 2005 Bonds will be called for redemption on October 1, 2014 at a redemption price of 100% of the principal amount to be redeemed,plus accrued interest thereon. Upon delivery of the Series 2013 Bonds, , (the "Escrow Agent") will enter into an Escrow Deposit Agreement (the "Escrow Agreement") with the f, County relating to the Refunded Bonds. The Escrow Agreement will create an irrevocable escrow deposit 125694/005/00739016.DOCv2} Packet Page-701- 3/12/2013 11 .B. trust fund (the "Escrow Deposit Fund") which will be held by the Escrow Agent, and the money and securities held therein are to be applied to the payment of principal of,interest and redemption premium, if any,on the Refunded Bonds,as the same become due and payable and at redemption prior to maturity. The refunding will be accomplished through the issuance of the Series 2013 Bonds and the deposit of a portion of the proceeds thereof, together with other legally available moneys, if any, into the Escrow Deposit Fund. Substantially all of such money is expected to be invested in Obligations of the United States of America,as such terms are defined in Resolution No. 85-107 adopted by the County on April 30, 1985, as amended and supplemented from time to time (the "Refunded Bonds Resolution"). The maturing principal amount of and interest on the Obligations of the United States of America and any cash held in the Escrow Deposit Fund is expected to be sufficient to pay the principal of,interest on and redemption premium with respect to the Refunded Bonds, and will be pledged solely for the benefit of the holders of the Refunded Bonds, and will not be available for payment of debt service on the Series 2013 Bonds. The initial cash deposit plus principal and interest on the Obligations of the United States of America in the Escrow Deposit Fund will be sufficient to pay the Refunded Bonds to their respective maturity or redemption dates according to the schedules prepared by Public Financial Management,Inc., as verified by The Arbitrage Group, Inc. (the "Verification Agent"). See "VERIFICATION OF ARITHMETICAL COMPUTATIONS"herein. In reliance upon the above-referenced schedules and verification, at the time of delivery of the Series 2013 Bonds, Bond Counsel shall deliver an opinion to the County to the effect that the Refunded Bonds have been legally defeased and are no longer outstanding for purposes of the Refunded Bonds Resolution. DESCRIPTION OF THE SERIES 2013 BONDS General The Series 2013 Bonds shall be issued only in fully registered form without coupons in principal denominations of$5,000 each or any integral multiple thereof. The Series 2013 Bonds are dated as of their date of delivery and bear interest at the rates per annum and mature on the dates set forth on the inside cover page hereof. Interest on the Series 2013 Bonds is payable semiannually on each April 1 and October 1, commencing October 1, 2013 (the "Interest Dates"). Interest payable on the Series 2013 Bonds on any Interest Date shall be paid by check or draft of , as Paying Agent mailed to the holder at his or her address, as shown on the registration books of the County maintained by , as Registrar, as of the close of business on the fifteenth (15th) day (whether or not a business day) of the calendar month next preceding the applicable Interest Date (the "Record Date"); provided, however, at the request of any holder of Series 2013 Bonds, interest payments may be made by bank wire transfer to the account designated by such holder. Principal of,or Redemption Price,if applicable, on the Series 2013 Bonds is payable to the holder thereof upon presentation and surrender, when due, at the office of the Paying Agent. The Series 2013 Bonds will be issued initially as book-entry obligations and held by The Depository Trust Company("DTC")as securities depository. The ownership of one fully registered Series 2013 Bond for each maturity as set forth on the inside cover page hereof, in the appropriate aggregate 125694/005/00739016.DOCv2} Packet Page-702- 3/12/2013 11.B. principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC. For more information regarding DTC and DTC's Book-Entry System, see the subheading "—Book-Entry Only System"which immediately follows. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM DTC, AND NEITHER THE COUNTY NOR THE UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. DTC will act as securities depository for the Series 2013 Bonds. The Series 2013 Bonds will be registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2013 Bond will be issued for each maturity of the Series 2013 Bonds in the aggregate principal amount of such maturity, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2013 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2013 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2013 BONDS WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2013 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2013 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2013 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2013 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2013 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2013 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, NEITHER THE COUNTY NOR THE UNDERWRITER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC, the world's largest securities depository, is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants (the "Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has a Standard & Poor's {25694/005/00739016.DOCv2} Packet Page-703- 3/12/2013 11 .B. rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.More information about DTC can be found at www.dtcc.com. Purchases of Series 2013 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2013 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2013 Bond (the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2013 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners.Beneficial Owners will not receive certificates representing their ownership interests in the Series 2013 Bonds,except in the event that use of the book-entry system for the Series 2013 Bonds is discontinued. To facilitate subsequent transfers, all Series 2013 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee,Cede&Co.,or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2013 Bonds with DTC and their registration in the name of Cede& Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2013 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2013 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2013 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such bonds to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2013 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date.The Omnibus Proxy assigns Cede&Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2013 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2013 Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County or the Paying Agent and Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in"street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the County, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or {25694/005/00739016.DOCv2} Packet Page-704- 3/12/2013 11.B. such other nominee as may be requested by an authorized representative of DTC)is the responsibility of the County and/or the Paying Agent for the Series 2013 Bonds. Disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2013 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor depository is not obtained, Series 2013 Bond certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book-entry only transfers through DTC(or a successor securities depository). In that event,Series 2013 Bond certificates will be printed and delivered and be subject to transfer and registration as provided in the Resolution and as described below under the subheading"—Interchangeability,Negotiability and Transfer"which immediately follows. Interchangeability,Negotiability and Transfer So long as the Series 2013 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2013 Bonds do not apply to the Series 2013 Bonds to the extent of a conflict with the DTC book-entry system. Series 2013 Bonds,upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder or his attorney duly authorized in writing,may, at the option of the Holder thereof,be exchanged for an equal aggregate principal amount of registered Series 2013 Bonds of the same maturity of any other authorized denominations. The Series 2013 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2013 Bonds. So long as any of the Series 2013 Bonds shall remain Outstanding, the County shall maintain and keep,at the office of the Registrar,books for the registration and transfer of the Series 2013 Bonds. Each Series 2013 Bond shall be transferable only upon the books of the County,at the office of the Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Series 2013 Bond, the County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2013 Bond or Series 2013 Bonds of the same aggregate principal amount and maturity as the surrendered Series 2013 Bond. The County,the Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose name any Outstanding Series 2013 Bond shall be registered upon the books of the County as the absolute owner of such Series 2013 Bond, whether such Series 2013 Bond shall be overdue or not, for the purpose of receiving payment of,or on account of,the principal or Redemption Price,if applicable, and interest on such Series 2013 Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2013 Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected by any notice to the contrary. {25694/005/00739016.DOCv2} Packet Page-705- 3/12/2013 11 .B. The Registrar, in any case where it is not also the Paying Agent in respect to any Series 2013 Bonds,forthwith(A)following the fifteenth (15th) day prior to an Interest Date for the Series 2013 Bonds; (B) following the fifteenth (15th) day next preceding the date of first mailing of notice of redemption of any Series 2013 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series 2013 Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Series 2013 Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Series 2013 Bond shall effect payment of interest on such Series 2013 Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder,transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging or transferring Series 2013 Bonds is exercised, the County shall execute and deliver Series 2013 Bonds and the Registrar shall authenticate such Series 2013 Bonds in accordance with the provisions of the Resolution. Execution of Series 2013 Bonds by the Chair and Clerk for purposes of exchanging,replacing or transferring Series 2013 Bonds may occur at the time of the original delivery of the Series 2013 Bonds. All Series 2013 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or registration of transfer of Series 2013 Bonds, the County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The County and the Registrar shall not be obligated to make any such exchange or transfer of Series 2013 Bonds during the fifteen (15) days next preceding an Interest Date on the Series 2013 Bonds or,in the case of any proposed redemption of the Series 2013 Bonds, then, for the Series 2013 Bonds subject to redemption, during the fifteen (15) days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date.. Series 2013 Bonds Mutilated,Destroyed,Stolen or Lost So long as the Series 2013 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to mutilated, destroyed, stolen or lost Series 2013 Bonds do not apply to the Series 2013 Bonds to the extent of a conflict with the DTC book-entry system. In case any Series 2013 Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2013 Bond of like tenor as the Series 2013 Bond so mutilated,destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2013 Bond upon surrender and cancellation of such mutilated Series 2013 Bond or in lieu of and substitution for the Series 2013 Bond destroyed, stolen or lost, and upon the Series 2013 Bondholder furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County or the Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series 2013 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 2013 Bonds shall have matured or be about to mature,instead of issuing a substitute Series 2013 Bond, the County may pay the same or cause the Series 2013 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2013 Bonds be lost,stolen or destroyed,without surrender thereof. Any such duplicate Series 2013 Bonds issued pursuant to the Resolution shall constitute original, additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed Series 2013 Bond be at any time found by anyone,and such duplicate Series 2013 Bond shall be entitled to {25694/005/00739016.DOCv2} Packet Page-706- 3/12/2013 11.B. equal and proportionate benefits and rights to the same extent as all other Series 2013 Bonds issued pursuant to the Resolution. Optional Redemption The Series 2013 Bonds maturing on or after October 1, , are subject to redemption in whole or in part, at any time, on or after October 1, ,in such order of maturities as may be determined by the County(less than all of a single maturity to be selected by lot),at a Redemption Price equal to 100%of the principal amount of the Series 2013 Bonds to be redeemed plus accrued interest to the date fixed for redemption,without premium. Selection of Bonds to be Redeemed The Series 2013 Bonds shall be redeemed only in the principal amount of$5,000 each and integral multiples thereof. The County shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the principal amount of Series 2013 Bonds to be redeemed. For purposes of any redemption of less than all of the Series 2013 Bonds of a single maturity, the particular Series 2013 Bonds or portions of Series 2013 Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar from the Series 2013 Bonds of the maturity or maturities designated by the County by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2013 Bonds or portions of Series 2013 Bonds in principal amounts of $5,000 and integral multiples thereof. Notwithstanding the foregoing, in the event that less than the entire principal amount of a Term Bond is to be optionally redeemed, the County shall determine how the principal amount of such refunded Term Bond is to be allocated to the Amortization Installments for the Term Bond and shall notify the Paying Agent and Registrar of such allocation. If less than all of the Series 2013 Bonds of a single maturity are to be redeemed,the Registrar shall promptly notify the County in writing of the Series 2013 Bonds or portions of Series 2013 Bonds selected for redemption and, in the case of any Series 2013 Bond selected for partial redemption, the principal amount thereof to be redeemed. Notice of Redemption Notice of redemption,which shall specify the Series 2013 Bond or Series 2013 Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2013 Bonds, (B) shall be mailed first class, postage prepaid,not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Series 2013 Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and(C) shall be mailed,certified mail, postage prepaid,at least 35 days prior to the redemption date to the registered securities depositories and two or more nationally recognized municipal bond information services as provided in the Resolution. Failure to mail such notice to such depositories or services or the Holders of the Series 2013 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Series 2013 Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Series 2013 Bonds. {25694/005/00739016.DOCv2} Packet Page-707- 3/12/2013 11 .B. The County may provide that a redemption will be contingent upon the occurrence of certain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Series 2013 Bondholders as soon as practicable but in no event later than three business days following knowledge by the County and/or the Registrar that the condition for redemption has not or will not occur. SECURITY FOR THE SERIES 2013 BONDS General The County has covenanted and agreed to appropriate in its annual budget, by amendment, if necessary,from Non-Ad Valorem Revenues amounts sufficient to (A)pay principal of and interest on the Series 2013 Bonds when due, and (B) pay all required deposits to the Rebate Fund pursuant to the Resolution. "Non-Ad Valorem Revenues"means all General Fund Revenues and MSTD Revenues,other than revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments required in the Resolution. "General Fund Revenues" means total revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the General Fund as shown in the Annual Audit. "General Fund"means the"General Fund"of the County as described and identified in the Annual Audit. "Impact Fee Proceeds" means the proceeds of all impact fees levied by the County that are allocated to and accounted for in the Capital Projects Funds as shown in the Annual Audit. "Capital Projects Fund"means the "Capital Projects Funds" of the County as described and identified in the Annual Audit. "MSTD Revenues"means all revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area Municipal Services Taxing District Fund as shown in the Annual Audit. "Unincorporated Area Municipal Services Taxing District Fund" means the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special Revenue Funds" of the County as such Funds are described and identified in the Annual Audit. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County,which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non- Ad Valorem Revenues,nor does it preclude the County from pledging in the future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues, nor does it give the Series 2013 Bondholders a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However,the covenant to budget and appropriate for the purposes and in the manner stated in the Resolution shall have the effect of making available for the payment of the Series 2013 Bonds,in the manner described in the Resolution,Non-Ad Valorem Revenues and placing on the County {25694/005/00739016.DOCv2} Packet Page-708- 3/12/2013 11 .B. a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Resolution; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. The County has covenanted and agreed to transfer to the Paying Agent for the Series 2013 Bonds, solely from funds budgeted and appropriated as described in the Resolution, at least one business day prior to the date designated for payment of any principal of or interest on the Series 2013 Bonds, sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such moneys for payment of the principal and interest on the Series 2013 Bonds when due. THE SERIES 2013 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON-AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2013 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2013 BOND, OR BE ENITILED TO PAYMENT OF SUCH SERIES 2013 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON-AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. No Reserve for the Series 2013 Bonds Pursuant to the Resolution,the County has determined not to fund a debt service reserve fund or account to further secure the Series 2013 Bonds. Anti-Dilution Test During such time as any Series 2013 Bonds are Outstanding under the Resolution,the County has agreed and covenanted with the Series 2013 Bondholders that (1) Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2013 Bonds and maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Series 2013 Bonds and maximum annual debt service for all Debt (as hereinafter defined)will not exceed 20%of the aggregate of General Fund Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of (a) ad valorem tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Series 2013 Bonds or Debt. The calculations required by (1) and (2) above shall be determined using the average of actual Non-Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee Proceeds for the prior two Fiscal Years based on the County's Annual Audits. For purposes of the calculations required by clauses (1) and (2) above, Maximum Annual Debt Service on the Series 2013 Bonds and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in the preceding paragraph, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual {25694/005/00739016.DOCv2} Packet Page-709- 3/12/2013 11 .B. maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined below, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years on an approximately level debt service basis. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from Non-Ad Valorem Revenues (A) all obligations of the County for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the County to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the County as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the County;provided,however,if with respect to any obligation contemplated in(A), (B),or(C)above, the County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non-Ad Valorem Revenues then,and with respect to any obligation contemplated in(D)above,such obligation shall not be considered "Debt" for purposes of the Resolution unless the County has actually used Non-Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered"Debt"as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the County has not used any Non-Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. For purposes of this paragraph, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. With respect to debt service on any Debt with respect to which the County elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date,but only to the extent that the County reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. GENERAL INFORMATION REGARDING NON-AD VALOREM REVENUES General The County generally receives two primary sources of general governmental revenue: ad valorem taxes and non-ad valorem revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the County maturing more than twelve months from the date of issuance thereof without approval of the electorate of the County. The ad valorem tax revenues of the County are not pledged as security for the payment of the Series 2013 Bonds and the County is not obligated to budget and appropriate ad valorem tax revenues for the payment of the Series 2013 Bonds. Non-ad valorem revenues of the County may be pledged, subject to certain limitations disclosed herein, for the payment of debt obligations of the County. Such non-ad valorem revenues include a (25694/005/00739016.DOCv2} Packet Page-710- 3/12/2013 11 .B. broad category of revenues, including, but not limited to, revenues received from the State, investment income and income produced from certain services and facilities of the County, as described below. Series 2013 Bondholders do not have a lien on any specific non-ad valorem revenues of the County. As more fully described above under "SECURITY FOR THE SERIES 2013 BONDS," the County has covenanted and agreed in the Resolution,subject to certain restrictions and limitations,to appropriate in its annual budget,by amendment,if necessary,from Non-Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2013 Bonds when due in the manner and to the extent described herein. The holders of the Series 2013 Bonds do not have a lien on any specific Non-Ad Valorem Revenues of the County and the County has outstanding certain other debt obligations payable from a lien upon and pledge of certain of the Non-Ad Valorem Revenues of the County. A large percentage of the revenues of the County, including ad valorem taxes and non-ad valorem revenues, are deposited in the General Fund and the Unincorporated Area Municipal Services Taxing District Fund. The General Fund is the largest operating fund of the County. It is used to account for substantially all countywide activities and is supported principally by ad valorem taxes. The Unincorporated Area Municipal Services Taxing District Fund accounts for municipal type services provided in the unincorporated area of the County and is also supported primarily by ad valorem taxes. See "CERTAIN FINANCIAL MATTERS - General Fund and Unincorporated Area Municipal Services Taxing District Fund" herein. Furthermore, as described herein under "SECURITY FOR THE SERIES 2013 BONDS," the obligation of the County to budget and appropriate Non-Ad Valorem Revenues is subject to a variety of factors, including without limitation the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law,and the obligation of the County to have a balanced budget. The County is permitted by the Florida Constitution to levy ad valorem taxes at a rate of up to $10 per$1,000 of assessed valuation for general governmental expenditures. The County's General Fund ad valorem tax millage rate for the fiscal year ending September 30, 2013 is $3.5645 per $1,000. The County's Unincorporated Area Municipal Services Taxing District Fund ad valorem tax millage rate for the fiscal year ending September 30, 2013 is $0.7161 per $1,000. The County is also permitted by the Florida Constitution to levy ad valorem taxes above the $10 per$1,000 limitation to pay debt service on general obligation long-term debt if approved by a voter referendum but does not currently do so. The Florida Department of Financial Services ("FDFS") has developed, as part of the Uniform Accounting System Manual's Chart of Accounts, six major categories of local government revenues: taxes, intergovernmental revenues, licenses, permits and impact fees, charges for services, fines and forfeitures and miscellaneous revenues. Using that organization, the following describes the major sources of the County's Non-Ad Valorem Revenues: Taxes Local Communications Services Tax The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "CSTA") established, effective October 1, 2001,a communications services tax on the sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same date repealed Section 166.231(9), Florida Statutes, which previously granted municipalities the authority to {25694/005/00739016.DOCv2} Packet Page-711- 3/12/2013 11 .B. levy a utility services tax on the purchase of telecommunications services. Pursuant to Sections 202.19 and 202.20, Florida Statutes any sale of communications services charged to a service address in the County is subject to the County's local communications services tax("Communications Services Tax")at a rate of 2.10%. The revenues that are received by the County from such Communications Services Tax which derive from the Local Communications Services Tax Clearing Trust Fund (the "Trust Fund") created with the Florida Department of Revenue ("FDOR") pursuant to Section 202.193, Florida Statutes may be pledged for the repayment of current or future bonded indebtedness. One effect of the CSTA was to replace the former telecommunications tax, including pre-paid calling arrangements, as well as any revenues from franchise fees on cable and telecommunications service providers and permit fees relating to placing or maintaining facilities in rights-of-way collected from providers of certain telecommunications services, with the local communications services tax. This change in law was intended to be revenue neutral to the counties and municipalities. The Communications Services Tax applies to a broader base of communications services than the former telecommunications tax. The telecommunications tax applies to the purchase of "telecommunications services"which originated or terminated within unincorporated Collier County, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised,regardless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising,including,but not limited to,directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. (h) Internet access service,electronic mail service,electronic bulletin board service,or similar on-line services. However,such services have historically been taxed if the charges for such services are not stated separately from the charges for communications services,on a customer's bill. The sale of communications services to (i) the federal government, or any instrumentality or agency thereof,or any entity that is exempt from state taxes under federal law, (ii)the state or any county, municipality or political subdivision of the state when payment is made directly to the dealer by the. governmental entity, and (iii) any educational institution (which includes state tax-supported and nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums, among others) or religious institutions (which includes, but is not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the Code are exempt from the Communications Services Tax. {25694/005/00739016.DOCv2} Packet Page-712- 3/12/2013 11.B. The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the Communications Services Tax, such provider is entitled to a credit against the amount of such Communications Services Tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section 202(18)(3),Florida Statutes. Under the CSTA, local governments must work with the FDOR to properly identify service addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The County believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate. Providers of communications services collect the Communications Services Tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a database that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the Trust Fund. The FDOR then makes monthly contributions from the Trust Fund to local governments after deducting up to 1% of the total revenues generated as an administrative fee. The amount of Communications Services Tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences, such as Voice over Internet Protocol ("VoIP"). An example of possible legislative changes includes SB 290/HB 435 introduced in the Florida Legislature's 2013 legislative session which is designed to clarify those certain prepaid calling arrangements which are subject to the Communications Services Tax and, therefore, excluded from the state retail sales tax. This legislation is designed to be remedial in nature because some communications services providers or retailers have historically collected and remitted state retail sales tax for certain prepaid services or plans that the FDOR deems to be outside the scope of such tax and rather within the scope of the Communications Services Tax. At this time, it is uncertain whether such legislation will be approved by the Florida Legislature, and if approved, what affect it will have on the County's finances, if any. An example of technological advances which could affect consumer preferences includes VoIP. VoIP is a less expensive technology that allows telephone calls to be made in digital form using a broadband Internet connection,rather than an analog phone line, and has the potential to supplant traditional telephone service. It is possible that VoIP could either reduce the dollar volume of taxable sales within the County or will be a non-taxable service altogether. In 2012, the Florida Legislature passed House Bill 809 ("HB 809"), which updates and modifies a number of provisions in which the communications services tax is levied. HB 809 revises the definition of "sales price"to expand the existing provisions relating to what charges a communications services dealer may exclude from the taxable sales price of communications services. HB 809 also modifies the requirements of section 202.22, Florida Statutes, relating to a dealer that does not use one of the three approved local tax situsing methods. The liability of a communications services tax dealer in the cases of underpayment of the tax resulting from that dealer assigning a service address to the incorrect local taxing jurisdiction is limited to only those situation where the dealer did not use an approved situsing method and the FDOR has determined the amount underpaid by that dealer between all jurisdictions. .. HB 809 makes these revised definitions and liability provisions retroactive and remedial. The 2012 {25694/005/00739016.DOCv2} Packet Page-713- 3/12/2013 11 .B. Revenue Estimated Conference estimates that the changes to dealer liability for incorrectly assigned service addresses will have a negative impact on local governments of$4.3 million in Fiscal Year 2013 and a recurring negative impact of $4.7 million. Other changes made by the bill will have a negative indeterminate effect on local government revenues;however, the Revenue Estimating Conference agreed that the provisions related to the taxation of items not separately stated would have a negative recurring impact of at least $21.3 million for local communications services tax, and the remedial and retroactive provisions will have at least a $2.2 million negative impact on local communications services tax. Although a negative impact on the County's local communication services tax is expected, at this time, the extent of HB 809 on the County's finances cannot be accurately ascertained. The amount of the Communications Services Tax revenues collected within the County may be adversely affected by the incorporation of new municipalities in the unincorporated areas of the County and the annexation of unincorporated areas of the County by the municipalities within the County. Such incorporation and/or annexation would decrease the number of addresses contained within the unincorporated areas of the County. At this time, there are no incorporations or annexations anticipated within the County. Intergovernmental Revenues All revenues received by a local unit from federal, state, and other local government sources in the form of grants, shared revenues, and payments in lieu of taxes would be included in the intergovernmental revenues category. The category is further classified into seven subcategories: federal grants,federal payments in lieu of taxes("PILOT"), state grants, state shared revenues,state PILOT, local grants and local shared revenues. If a particular grant is funded from separate intergovernmental sources, then the revenue is recorded proportionately. The largest component is the "Local Government Half-Cent Sales Tax." Local Government Half-Cent Sales Tax Chapter 218, Part VI, Florida Statutes (the "Sales Tax Act"), authorizes the levy and collection by the State of sales tax upon, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida legislature created the Local Government Half-Cent Sales Tax Program (the "Half-Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half-Cent Sales Tax Program was created,the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half-Cent Sales Tax Program, thus giving rise to the name "Half-Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half-Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax,the name"Half-Cent Sales Tax"has continued to be utilized. The Half-Cent Sales Tax is collected on behalf of the State by businesses at the time of sale at retail, use, consumption, or storage for use or consumption, of taxable property and remitted to the State on a monthly basis. The Sales Tax Act provides for penalties and fines, including criminal prosecution, for non-compliance with the provisions thereof. Section 212.20, Florida Statutes, provides for the distribution of sales tax revenues collected by the State and further provides for the distribution of a portion of sales tax revenues to the Local {25694/005/00739016.DOCv2} Packet Page-714- 3/12/2013 11.B. Government Half-Cent Sales Tax Clearing Trust Fund (the "Half-Cent Sales Tax Trust Fund"), after providing for transfers to the State's General Revenue Fund. The entire sales tax remitted to the State by each sales tax dealer located within a particular county(the"Half-Cent Sales Tax Revenues")is deposited in the Half-Cent Sales Tax Trust Fund and earmarked for distribution to the governing body of such county and each participating municipality within that county pursuant to a distribution formula. The percentage of Half-Cent Sales Tax Revenues deposited in the Half-Cent Sales Tax Trust Fund is 8.814%. The general rate of sales tax in the State is currently 6.00%. After taking into account the distributions to the State's General Revenue Fund (historically 5% of taxes collected), for every dollar of taxable sales price of an item,approximately 0.501 cents is deposited into the Trust Fund. The Half-Cent Sales Tax Revenues are distributed from the Half-Cent Sales Tax Trust Fund on a monthly basis to participating units of local government in accordance the Sales Tax Act. The Sales Tax Act permits the County to pledge its share of the Half-Cent Sales Tax for the payment of principal of and interest on any capital project. Florida law also allows counties to impose a sales surtax of up to 1% to fund infrastructure improvements upon approval by a vote of the electors. The County has not imposed a 1%sales surtax. To be eligible to participate in the Half-Cent Sales Tax Program, each municipality and county is required to have: (i) reported its finances for its most recently completed fiscal year to the FDFS as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such three(3)mill ad valorem tax,to have received a remittance from the county pursuant to a municipal services benefit unit, collected an occupational license tax, utility tax, or ad valorem tax, or have received revenue from any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law;and {25694/005/00 739016.DOCv2} Packet Page-715- 3/12/2013 11 .B. (vii) certified to the FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. Although the Sales Tax Act does not impose any limitation on the number of years during which a county or municipality may receive distributions of the Half-Cent Sales Tax revenues from the Half-Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional requirements of eligibility for counties and municipalities participating in the Half- Cent Sales Tax revenues, or the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, may be revised. To be eligible to participate in the Half-Cent Sales Tax Trust Fund in future years, the County must comply with the financial reporting and other requirements of the Sales Tax Act. Otherwise, the County would lose its Half-Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by FDOR. The County has always maintained eligibility to receive the Half-Cent Sales Tax revenues. Half-Cent Sales Tax revenues collected within a county and deposited in the Half-Cent Sales Tax Trust Fund are distributed among such county and the eligible municipalities therein in accordance with the following formula: County's share unincorporated 2/3 of the (expressed as a county + incorporated percentage of total = population county population Half-Cent Sales Tax total 2/3 of the Revenues) county + incorporated population county population Each municipality's municipality population share (expressed as a = percentage of Half- total 2/3 of the Cent Sales Tax county + incorporated Revenues) population county population The amount of Half-Cent Sales Tax revenues distributed to the County is subject to increase or decrease due to (i) more or less favorable economic conditions, (ii) increases or decreases in the dollar volume of taxable sales within the County, (iii)legislative changes relating to the Local Government Half- Cent Sales Tax, which may include changes in the scope of taxable sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the Trust Fund and (iv) other factors which may be beyond the control of the County or the Series 2013 Bondholders,including but not limited to the increasing use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amount of Local Government Half-Cent Sales Tax collected by the State and then distributed to the County. State Revenue Sharing A portion of the taxes levied and collected by the State is shared with local governments under provisions of Chapter 218.215, Florida Statutes. To be eligible for State Revenue Sharing funds, a local government must have: {25694/005/00739016.DOCv2} Packet Page-716- 3/12/2013 11.B. (i) reported its finances for its most recently completed fiscal year to the FDFS as required by Florida law; (ii) made provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such three(3)mill ad valorem tax,to have received a remittance from the county pursuant to a municipal services benefit unit, collected an occupational license tax, utility tax, or ad valorem tax, or have received revenue from any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment,and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law;and (vii) certified to the FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. Eligibility is retained if the local government has met eligibility requirements for the previous three years, even if the local government reduces its millage or utility taxes because of the receipt of State Revenue Sharing funds. The amount of the State Revenue Sharing Trust Fund distributed to a county is calculated using a formula consisting of the following equally weighted factors: county population, unincorporated county population and county sales tax collections. A county's population factor means a county's population divided by the total population of all eligible counties in the State. The unincorporated county population factor means the county's unincorporated population divided by the total unincorporated population of all eligible counties in the State. A county's sales tax collections factor means that county's sales tax collections during the preceding year divided by the total sales tax collections during the same period for all eligible counties in the State. Funds are wired monthly by the FDOR. Each eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds, known as the "guaranteed entitlement" and the "second guaranteed entitlement," the first of which is correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible property in the State fiscal year 1971-1972 and the second of which is correlated to the amount received by such county in State fiscal year 1981-1982 from the then-existing tax on cigarettes and intangible {25694/005/00739016.DOCv2} Packet Page-717- 3/12/2013 11 .B. personal property, less the guaranteed entitlement. The funds remaining in the Revenue Sharing Trust Fund after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are referred to as"growth monies"that are further distributed to eligible counties(the"Growth Monies"). There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed Entitlement or the Growth Monies, however there are restrictions on the amount of funds that can be pledged for bond indebtedness. Counties are allowed to pledge the Guaranteed Entitlement and the Second Guaranteed Entitlement revenues. Counties can assign, pledge, or set aside as a trust for the payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent of the State Revenue Sharing Funds (including Growth Monies) received by it in the prior State fiscal year. To be eligible to participate in State Revenue Sharing in future years, the County must comply with certain eligibility and reporting requirements. If the County fails to comply with such requirements, the FDOR may utilize the best information available to it, if such information is available, or take any necessary action including disqualification, either partial or entire, and the County shall further waive any right to challenge the determination of the FDOR as to its distribution,if any. Licenses,Permits and Impact Fees These are revenues derived from the issuance of local professional, occupational, and other licenses. Included in this category are impact fees. Pursuant to Ordinance No.2001-13,as amended,such impact fees include: County-Wide Library Impact Fees, Emergency Medical Services Impact Fees, Government Facilities Impact Fees, Law Enforcement Impact Fees, Correctional Facilities Impact Fees, Road Impact Fees, Fire Impact Fees and Parks Impact Fees. The Board established separate impact fee trust funds for each of the County-Wide Library Impact Fees, Emergency Medical Services Impact Fees, Government Facilities Impact Fees, Law Enforcement Impact Fees, Correctional Facilities Impact Fees, Road Impact Fees, Fire Impact Fees and Parks Impact Fees. Each of these impact fee trust funds is maintained separate and apart from each other and from all other funds of the County. The funds deposited into each impact fee trust fund are to be used solely for the purpose of providing growth necessitated improvements and additions to the specific public facility for which such impact fees are received. Impact fees are charged on new construction and must be used for growth related capital expansion. The use of impact fees is limited under Florida law to (i) payment for expansion facilities or (ii) paying debt service on obligations issued to acquire or construct or refinance expansion facilities to the extent the debt service is attributable to expansion facilities. The use of impact fees is further limited to facility expansions related to the purpose of the impact fee itself. For example, County-Wide Library Impact Fees may only be used to pay debt service which relates to library facilities expansion. Under Florida law,investment earnings with respect to impact fees are subject to the same restrictions on use as the impact fees themselves. Impact fee revenues fluctuate with the amount of new construction or development which occurs within the County. Therefore, there can be no assurances that such revenue will not decrease or be eliminated altogether in the event that new construction, for whatever reason, might decrease or cease altogether within the County. The Refunded Projects being refinanced with proceeds of the Series 2013 Bonds consist of growth related improvements and additions for which Government Facilities Impact Fees, Correctional Facilities Impact Fees and Parks Impact Fees are legally available to pay. Therefore,Government Facilities Impact {25694/005/00739016.DOCv2} Packet Page-718- 3/12/2013 11 .B. Fees, Correctional Facilities Impact Fees and Parks Impact Fees are legally available to pay the portion of debt service on the Series 2013 Bonds which financed government facilities. The Refunded Projects do not consist of law enforcement, library, emergency medical services, road or fire growth related improvements and additions. Therefore,Law Enforcement Impact Fees,Library Impact Fees, Emergency Medical Services Impact Fees, Road Impact Fees and Fire Impact Fees are not legally available to pay any debt service on the Series 2013 Bonds. Footnote 17 to the County's audited financial statements for the fiscal year ended September 30, 2012 which can be found in "APPENDIX C — Audited Financial Statements for the Fiscal Year Ended September 30,2012"attached hereto states the following: "The following funds had fund balance deficits at September 30,2012: Fund Amount Correctional Facilities Impact Fee ($3,516,119) County-Wide Library Impact Fee (8,255,818) Emergency Medical Services Impact Fee (2,361,630) Government Facilities Impact Fee (19,763,041) Law Enforcement Impact Fee (15,047,461) Total ($48,944,069). The fund balance deficits are primarily the result of advances from other funds made prior to September 30, 2012. These advances were recorded to ensure repayment of non-impact fee monies loaned to the impact fee fund for the construction of growth necessitated facilities. County management anticipates that the deficits will be covered by future years'impact fee revenues. County management further anticipates that the deficits will be covered only after making allocable debt service payments on the Series 2013 Bonds. The County has utilized this interfund loan approach to track the degree to which unrestricted funds have subsidized growth-related expenditures, such that fund reimbursement can occur in future years when and if the subject impact fees exceed growth-related expenditures. Charges for Services Revenues resulting from a local unit's charges for services are reflected in this category and include those charges received from private individuals or other governmental units. The following functional areas include such charges: (i) General government; (ii) Public safety; (iii) Physical environment; (iv) Transportation; (v) Economic environment; (vi) Human services;and (vii) Culture and recreation. oft {25694/005/00739016.DOCv2} Packet Page-719- 3/12/2013 11 .B. Fines and Forfeitures Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory offenses, violation of lawful administrative rules and regulations, and for neglect of official duty. Forfeitures include revenues resulting from parking and court fines. Interest This category includes interest earned on County investments. As the economy slowed, the amount of interest received by the County has been negatively impacted. Miscellaneous Revenues This category includes a variety of revenues including: (i) Rents and royalties; (ii) Disposition of fixed assets; (iii) Contributions and donations; (iv) Insurance proceeds;and (v) Other miscellaneous revenue The following table represents the County's determination of Non-Ad Valorem Revenues for the County's fiscal years ending September 30, 2007 through and including September 30, 2012 (excludes non-ad valorem revenues of the County which are not legally available to pay debt service on the Series 2013 Bonds). Certain of such revenues may heretofore or hereinafter be specifically pledged to secure other indebtedness by the County. Any such debt would be payable from such specific revenue sources prior to payment of debt service on the Series 2013 Bonds. Such table is not intended to represent revenues of the County which would necessarily be available to pay debt service on the Series 2013 Bonds,however they are an indication of the relative amounts of non-ad valorem revenues of the County which may be available for the payment of principal of and interest on the Series 2013 Bonds taking into account general government expenditures. Certain categories may cease to exist altogether and new sources may come about from time to time. [Remainder of page intentionally left blank] {25694/005/00739016.DOCv2} Packet Page-720- 3/12/2013 11 .B. COLLIER COUNTY,FLORIDA HISTORICAL NON-AD VALOREM REVENUES IN GENERAL FUND,UNINCORPORATED AREA MUNICIPAL SERVICES TAXING DISTRICT FUND AND CAPITAL PROJECTS FUNDS Fiscal Year Ended September 30 2007 2008 2009 2010 2011 2012(8) Taxes: Local Communications Services Taxi) $5,074,746 $5,816,640 $7,524,101 $5,545,415 $5,589,726 $5,346,777 Occupational licenses(2) 638,862 606,149 460,672 705,931 571,945 565,403 Licenses and Permits: Other 722,992 511,185 655,990 446,676 500,079 522,364 Impact Feesm: Library Impact Fees 1,129,140 500,430 447,225 668,566 397,088 480,677 Emergency Medical Services Impact Fees 648,174 382,027 229,693 190,523 146,219 209,683 Law Enforcement Impact Fees 835,657 709,152 368,515 333,341 303,998 467,278 Governmental Facilities Impact Fees 3,370,394 2,059,626 895,505 909,400 896,578 1,181,850 Road Impact Fees 69,953,360 29,141,348 13,086,883 12,475,246 6,904,293 9,905,583 Fire Impact Fees 39,975 34,950 6,633 2,060 7,996 6,533 Correctional Facilities Impact Fees 2,144,644 1,148,238 492,438 446,417 545,142 772,785 Parks Impact Fees 6,670,382 2,703,249 2,234,337 3,684,198 2,879,220 4,090,968 Intergovernmental: Local Government Half-Cent Sales Tax 32,568,173 30,003,927 26,778,873 26,926,904 28,364,419 29,712,986 State Revenue Sharing 9,651,669 8,975,798 7,927,456 7,854,315 8,254,866 8,401,888 Other(4) 7,030,289 3,482,833 3,534,801 1,585,972 2,611,847 2,678,212 Charges for services: General Government 13,506,521 11,268,403 11,673,435 10,125,987 9,540,634 9,280,105 Public Safety 1,123,267 916,654 3,029,125 3,043,407 2,673,198 2,705,995 Physical Environment 226,357 21,786 48,588 14,011 11,682 10,048 Transportation 1,680 20,375 6,291 25,247 447 1,615 Economic Environment - 123,450 75,000 40,402 42,257 950 Human Services 233,362 155,992 168,611 129,547 122,696 136,706 Culture and Recreation 6,686,837 7,389,040 7,725,923 7,172,710 7,995,056 8,032,493 Fines and Forfeitures 981,825 1,043,830 1,084,582 2,912,116 1,422,961 1,726,364 Interest Income)5) 37,287,304 30,121,848 8,321,110 1,033,393 1,025,467 775,238 Miscellaneous Revenue) 3,121,834 3,311,550 2,825,054 2,391,788 2,067,294 1,823,429 Payment in Lieu of Taxes(') County Water and Sewer 3,376,200 3,349,000 3,289,600 3,459,500 3,778,100 3,838,550 Solid Waste System 57,300 54,900 57,100 83,400 99,100 104,100 Total sources of Non-Ad Valorem Revenues $207,080,944 $143,852,380 $102,947,541. $92,206,472 $86,752,308 $92,778,580 Less(3) Library Impact Fees (1,129,140) (500,430) (447,225) (668,566) (397,088) (480,677) Emergency Medical Services Impact Fees (648,174) (382,027) (229,693) (190,523) (146,219) (209,683) Law Enforcement Impact Fees (835,657) (709,152) (368,515) (333,341) (303,998) (467,278) Road Impact Fees (69,953,360) (29,141,348) (13,086,883) (12,475,246) (6,904,293) (9,905,583) Fire Impact Fees (39,975) (34,950) (6,633) (2,060) (7,996) (6,533) Total Legally Available Non-Ad Valorem Revenues $134,474,638 $113,084,473 $88,808,592 $213,516_23.6 $78,992,714 $81,708,826 {25694/005/00739016.DOCv2} Packet Page-721- 3/12/2013 11 .B. (1) During the fiscal year ended September 30,2009,a recalculation of Communications Services Tax resulted in a higher than normal allocation to the County;however,this is not expected to continue in the future. (2) Occupational licenses, previously classified as "Licenses and Permits," began to be classified as "Taxes" beginning with the fiscal year ended September 30,2008. (3) Except as described below,only categories of impact fees which are eligible to fund the capital projects being refinanced by the Series 2013 Bonds are shown in the schedule. The use of impact fees is limited under Florida law to(1)payment for expansion facilities or(2)paying debt service on obligations issued to acquire or construct or refinance expansion facilities to the extent the debt service is attributable to expansion facilities. The use of impact fees is further limited to facility expansions related to the purpose of the impact fee itself. For example, County-Wide Library Impact Fees may only be used to pay debt service which relates to library facilities expansion. The Refunded Projects being refinanced with proceeds of the Series 2013 Bonds consists of growth related improvements and additions for which Government Facilities Impact Fees,Correctional Facilities Impact Fees and Parks Impact Fees are legally available to pay. Therefore,such Impact Fees are legally available to debt service on the Series 2013 Bonds which are attributable to the respective purpose. For example,Government Facilities Impact Fees are legally available to pay the portion of debt service on the Series 2013 Bonds which financed government facilities. The Refunded Projects do not consist of law enforcement, library, emergency medical services, road or fire growth related improvements and additions. Therefore,Law Enforcement Impact Fees,Library Impact Fees, Emergency Medical Services Impact Fees,Road Impact Fees and Fire Impact Fees are not legally available to pay any debt service on the Series 2013 Bonds. Under Florida law, investment earnings with respect to impact fees are subject to the same restrictions on use as the impact fees themselves. Impact fees revenues fluctuate with the amount of new construction or development which occurs within the County. Therefore, there can be no assurances that such revenue will not decrease or be eliminated altogether in the event that new construction, for whatever reason,might decrease or cease altogether within the County. (4) Includes Alcoholic Beverage Licenses, Child Support Enforcement Program Grants, Insurance Agents License Fees, Emergency Management Assistance Federal Grants, FEMA Reimbursements, Oil/Gas Severance Tax,and Intergovernmental Accrual. (5) Pursuant to Section 28.33,Florida Statutes,the Clerk of Courts formerly retained interest earned on County surplus monies and remitted the excess to the County's General Fund. Section 28.33, Florida Statutes,was amended in July of 2009,and all interest on County surplus monies is deemed income of the County. (6) Includes Radio Tower Lease,Facilities Leases, Golden Gate Lease, Scrap Sales, Cemetery Lot Fees, Surplus Furniture,Miscellaneous Revenues,Scrap Sales,and Private Contributions. (7) Generally accepted accounting principles,as applied to governmental accounting,require that payments in lieu of taxes that are reasonably equivalent in value to services received should be booked as interfund transfers. Therefore, this revenue source is not separately stated in the County's audited financial statements. (8) Estimated. Derived from unaudited figures. [Will have audited prior to posting POS.] Source: Clerk of Courts Finance Department. 125694/005/00739016.DOCv2j Packet Page-722- 3/12/2013 11 .B. COLLIER COUNTY OTHER OBLIGATIONS PAYABLE FROM NON-AD VALOREM REVENUES The County has other debt issues outstanding which are secured by and payable from specific Non-Ad Valorem Revenues (excluding gas taxes and net revenues of the water and sewer enterprise fund, neither of which are legally available to pay debt service on the Series 2013 Bonds). Such indebtedness is summarized below: Maximum Annual Debt Amount Service on a Per Description(1) Source of Security Outstanding(2) Final Maturity Issue Basis(3) Special Obligation Revenue Covenant to Budget and $56,660,000 7/01/2034 $4,053,000 Bonds,Series 2010 Appropriate Non-Ad Valorem Revenues Special Obligation Refunding Covenant to Budget and $20,215,000 10/01/2021 $2,729,600 Revenue Bonds,Series 2010B Appropriate Non-Ad Valorem Revenues Special Obligation Refunding Covenant to Budget and $86,175,000 10/01/2029 $9,316,556 Revenue Bonds,Series 2011 Appropriate Non-Ad Valorem Revenues TOTAL: 5163,050,000 (1) The amount outstanding on each bond issue is calculated as of March 13,2013. (2) Maximum Annual Debt Service is calculated by fiscal year,on a per issue basis. (3) The County intends to refund its Capital Improvement and Refunding Revenue Bonds, Series 2003 and its Capital Improvement and Refunding Revenue Bonds, Series 2005 with the proceeds of the Series 2013 Bonds. As a result,such bonds are not described in the above table. See"PLAN OF REFUNDING"herein. Since there is no lien on the Non-Ad Valorem Revenues in favor of the Holders of the Series 2013 Bonds, the exercise of remedies by the holders of the other obligations heretofore or hereafter issued which are payable from Non-Ad Valorem Revenues may result in the payment of debt service on any such obligations prior to the payment of debt service on the Series 2013 Bonds. CERTAIN FINANCIAL MATTERS Financial and Operating Plan(Budget)and Capital Improvement Planning Policy The County's budget is adopted by the Board no later than September 30th of each year, and the County's budget has consistently received the Government Finance Officers Association of the United States and Canada ("GFOA") Certificate of Achievement for its budget presentations since the County {25694/005/00739016.DOCv2} Packet Page-723- 3/12/2013 11 .B. began participation in the program in 1988. The County utilizes the following procedures in establishing the budgetary data reflected in its financial statements: 1. Prior to October 1St,the County prepares a proposed operating budget for the subsequent fiscal year. The operating budget includes proposed expenditures and the means of financing them. 2. Public hearings are conducted to obtain taxpayer comments. 3. Prior to October 1St,the budget is legally adopted through passage of a resolution. 4. Formal budgetary integration is employed as a management control device during the year for the County funds. 5. Budgets for all County funds are adopted on a basis consistent with generally accepted accounting principles. 6. Expenditures may not legally exceed budgeted appropriation at the fund level. The County maintains a five-year Capital Improvement Program which is updated annually in connection with the adoption of the budget. Proposed projects are prioritized and funds are allocated to projects according to their order of priority. The 5-year strategic capital plans which are part of the policy coordinate capital needs and the impact of those capital needs on operating budgets. Financial Reporting and Annual Audit The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the County for its comprehensive annual financial report ("CAFR") in each year since the County began participation in the program in 1986. Florida law requires that an annual audit of each county's accounts and records be completed by a firm of independent certified public accountants retained and paid for by such county. Ernst and Young performed the audit for the fiscal year ended September 30, 2012. The audited financial statements for the fiscal year ended September 30,2012 appear as APPENDIX C attached hereto. General Fund and Unincorporated Area Municipal Services Taxing District Fund The General Fund and the Unincorporated Area Municipal Services Taxing District Fund are the general operating funds of the County. They account for all financial resources except for those required to be accounted for in any other fund. The largest source of revenue in these funds are ad valorem taxation. Ad valorem taxes have not been pledged to secure the Series 2013 Bonds which means that the County cannot be compelled to levy ad valorem taxes in order to pay debt service on the Series 2013 Bonds. Revenues deposited in the General Fund and the Unincorporated Area Municipal Services Taxing District Fund do not directly correspond to the Non-Ad Valorem Revenues from which debt service on the Series 2013 Bonds is payable as some General Fund Revenues and MSTD Revenues are not legally available to pay debt service on the Series 2013 Bonds. Operations are removed from the General Fund and the Unincorporated Area Municipal Services Taxing District Fund only when they are deemed to be true enterprise operations. (25694/005/00739016.DOCv2) Packet Page-724- 3/12/2013 11 .B. Although the Series 2013 Bonds are not payable from ad valorem taxation, approximately 76.16% of General Fund Revenues and MSTD Revenues which are collected by the County come from ad valorem taxes. To the extent that the future collection of ad valorem tax revenues is adversely affected,a larger portion of non-ad valorem revenues would be required to balance the budget and provide for the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law. The following chart shows information regarding the General Fund and the Unincorporated Area Municipal Services Taxing District Fund (no Capital Projects Funds and no other funds in the Special Revenue Funds are included in the chart)for the County's fiscal years ending September 30,2007 through and including September 30, 2012 (neither Impact Fee Proceeds or associated expenditures are included in such chart): [Remainder of page intentionally left blank] {25694/005/00739016.DOCv2} Packet Page-725- 3/12/2013 11 .B. COLLIER COUNTY,FLORIDA COMBINED GENERAL FUND AND MSTD REVENUES, EXPENDITURES AND FUND BALANCE 2007 2008 2009 2010 2011 2012() Revenues: Taxes $306,286,498 $289,622,389 $278,075,691 $275,653,528 $241,913,414 $229,780,940 Licenses and Permits()) 1,361,854 511,185 655,990 446,676 500,079 522,364 Intergovernmental 49,250,131 42,462,558 38,241,130 36,367,191 39,332,399 41,058,174 Charges for Services 21,778,024 19,895,700 22,726,973 20,551,310 20,385,970 20,167,911 Fines and Forfeitures(2) 981,825 1,043,830 1,084,582 2,912,116 1,422,961 1,726,364 Interest Income) 37,287,304 30,121,848 8,321,110 1,033,393 1,025,467 775,806 Change in Fair Value of Investments 644,092 (65,954) (9,180) 92,714 (3,269) (117,068) Special Assessments - 8,805 6,869 8,509 - - Miscellaneous Revenue 3,121,834 3,311,550 2,825,054 2,391,788 2.067,294 1,823,429 Total Revenues 420,711,562 386,911,911 351,928,219 339,457,225 306,644,315 295,737,920 Expenditures: Current: General Government 70,187,358 70,731,192 71,537,062 63,100,791 61,826,048 57,909,628 Public Safety 148,936,384 156,907,136 150,530,339 147,364,802 142,512,685 135,452,608 Physical Environment 1,645,309 1,431,597 1,541,951 1,654,464 1,422,563 1,338,859 Transportation 10,313,371 15,111,324 10,989,636 10,181,581 10,746,659 9,731,081 Economic Environment 1,423,577 2,083,981 970,306 992,971 930,939 1,075,140 Human Services 9,913,611 10,792,336 8,695,982 9,144,886 10,273,973 8,597,484 Culture and Recreation 27,227,621 27,266,514 26,391,127 26,632,060 26,144,920 25,836,285 Capital Outlay 25,032,856 7,214,829 10,237,202 6,045,002 3,935,778 3,800,906 Total Expenditures 294,680,087 291,538,909 280,893,605 265,116,557 257,793,565 243,741,991 Excess of Revenues Over Expenditures 126,031,475 95,373,002 71,034,614 74,340,668 48,850,750 51,995,929 Other Financing Sources(Uses): Transfers In 11,801,918 9,540,115 14,015,338 9,949,156 10,340,525 9,177,018 Transfers Out (125,854,183) (114,855,452) (108,662,615) (64,295,409) (64,132,697) (58,577,604) Total Other Financing Sources (Uses) (114,052,265) (105,315,337) (94,647,277) (54,346,253) (53,792,172) (49,400,586) SpecialItemo> - (3,287,593) 3,239,000 - - - Net Change in Fund Balances 11,979,210 (13,229,928) (20,373,663) (19,994,415) (4,941,422) 2,595,343 Beginning Fund Balance 83,737,370 95,716,580 82,486,652 62,112,989 82,107,404 77,165,982 Ending Fund Balance $95,716.580 $.82,..48.6...6,52 6 .112.989 $82.107,404 $77.165,982 579.761.325 0> Occupational licenses, previously classified as "Licenses and Permits," began to be classified as "Taxes" beginning with the fiscal year ended September,30,2008. (2) Effective during the fiscal year ended September 30, 2007 a change in Florida law required the Clerk of Courts to remit certain fines and forfeitures to the State instead of the County. (3) Pursuant to Section 28.33,Florida Statutes,the Clerk of Courts formerly retained interest earned on County surplus monies and remitted the excess to the County's General Fund. Section 28.33, Florida Statutes, was amended in July of 2009,and all interest on County surplus monies is deemed income of the County. (4) On August 14, 2008, the Circuit Court issued a ruling requiring the Clerk to post a bond in the amount of $3,239,000 with the registry of the court, including registry fees of $48,593. On December 18, 2008, the Circuit Court ordered the Clerk cause to be released to the County's General Fund the$3,239,000 cash bond. (5) Estimated. Derived from unaudited figures. [Will have audited prior to posting POS.] Source: Clerk of Courts Finance Department. {25694/005/00739016.DOCv2} Packet Page-726- 3/12/2013 11.B. While the table above is not intended to represent revenues of the County which would necessarily be available to pay debt service on the Series 2013 Bonds,they are an indication of the relative amounts of legally available non-ad valorem revenues of the County which may be available for the payment of principal of and interest on the Series 2013 Bonds taking into account general governmental expenditures. The ability of the County to appropriate Non-Ad Valorem Revenues in sufficient amounts to pay the principal of and the interest on the Series 2013 Bonds is subject to a variety of factors,including the County's responsibility to provide for the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law and the obligation of the County to have a balanced budget. No representation is being made by the County that any particular non-ad valorem revenue source will be available in future years,or if available,will be budgeted to pay debt service on the Series 2013 Bonds. Continued consistent receipt of Non-Ad Valorem Revenues is dependent upon a variety of factors,including formulas specified under Florida law for the distribution of certain of such funds which take into consideration the ratio of residents in unincorporated areas of the County to total County residents. Aggressive annexation policies by municipalities in the County or greater growth in the incorporated areas of the County as compared to unincorporated areas could have an adverse effect on certain non-ad valorem revenues. The amounts and availability of any of the Non-Ad Valorem Revenues to the County are also subject to change, including reduction or elimination by change of State law or changes in the facts or circumstances according to which certain of the Non-Ad Valorem Revenues are allocated. In addition, the amount of certain of the Non-Ad Valorem Revenues collected by the County is directly related to the general economy of the County. Accordingly, adverse economic conditions could have a material adverse effect on the amount of non-ad valorem revenues collected by the County. The County may also specifically pledge certain of the Non-Ad Valorem Revenues or covenant to budget and , .; appropriate legally available non-ad valorem revenues of the County to future obligations that it issues. In the case of a specific pledge,such Non-Ad Valorem Revenues would be required to be applied to such obligations prior to paying the principal of and interest on the Series 2013 Bonds. Classification of Local Government Expenditures The County classifies its expenditures in accordance with the Uniform Accounting System devised by the FDFS. General government expenditures arise from operations of legislative, judicial and administrative activities of the local government. These costs are related to operations of the Board, the County Manager's office, comprehensive planning, financial operations, legal expenses, court services and other general government services. Public safety expenditures reflect all costs provided to achieve a satisfactory living environment for the community and its citizens which include expenditures for the County's Sheriff and fire department operations,as well as emergency disaster relief services and protective inspections. Physical environment expenditures relate to the County's conservation and natural resource management efforts. Transportation expenditures generally reflect the costs of roads,bridges and streets. {25694/005/00739016.DOCv2} Packet Page-727- 3/12/2013 11 .B. Economic environment expenditures include the costs of providing economic development activities, housing opportunities and related programs, and other activities intended to raise the economic status of the citizenry. Human services expenditures reflect the County's activities related to the care treatment and control of mental and physical illness and similar services. Culture and recreation expenditures include the County's costs of operating parks and recreation facilities and of offering special events,cultural services and programs and similar services. Capital outlay expenditures include expenditures which result in the acquisition of, or addition to, fixed assets such as buildings,land and roads. Debt service expenditures are used to account for principal and interest payments on local government debt. RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS Florida Retirement System General The information relating to the Florida Retirement System ("FRS") contained herein has been obtained from the FRS Annual Reports available at www.dms.myflorida.com and the Florida Comprehensive Annual Financial Reports available at http://www.myfloridacfo.com/aadir/statewide jinancial_reporting. No representation is made by the County as to the accuracy or adequacy of such information or that there has not been any material adverse change in such information subsequent to the date of such information. Substantially all full and part time employees of the County are eligible to participate in the FRS. The FRS was created in Chapter 121, Florida Statutes, to provide a defined benefit pension plan for participating public employees ("FRS Pension Plan"). The Florida State Board of Administration ("SBA") manages the FRS. The SBA is governed by a three-member board of trustees which includes Florida's elected governor, chief financial officer and attorney general, which function as chairman, treasurer, and secretary, respectively. FRS membership is required for all employees filling a regularly established position in a state agency, county,city agency,state university,state community college,or district school board. Cities, municipalities, special districts, charter schools and metropolitan planning organizations have the option of participating in the FRS;however, participation is irrevocable after the entity elects to participate. There are five general classes of membership in the FRS: (1) Senior Management Service Class ("SMSC") members which include senior management level positions in state and local governments and assistant state attorneys, prosecutors and public defenders; (2) Special Risk Class which includes positions such as law enforcement officers, firefighters, correctional officers, emergency medical technicians and paramedics;(3) Special Risk Administrative Support Class which include non-special risk law enforcement, firefighting, emergency medical care or correctional administrative support positions within a FRS special risk-employing agency; (4) Elected Officers' Class ("EOC") which includes members who are elected state and city officers and the elected officers of cities and special districts that choose to {25694/005/00739016.DOCv2} Packet Page-728- 3/12/2013 11.B. place their officials in this class;and (5)Regular Class members includes members that do not qualify for membership in the other classes. Since July 1, 2001, the FRS Pension Plan has provided for vesting of benefits after six years of creditable service. Members not actively working in a position covered by the FRS on July 1, 2001, must return to covered employment for up to one work year to be eligible to vest with less service than was required under the law in effect before July 1, 2001. Members initially enrolled on or after July 1, 2001, through June 30, 2011, vest after six years of service. Members initially enrolled on or after July 1, 2011, vest after eight years of creditable service. Members are eligible for normal retirement when they have met the requirements listed below. Regardless of class, a member may take early retirement any time after vesting within 20 years of normal retirement age;however, there is a five percent benefit reduction for each year prior to normal retirement age. Regular Class, SMSC and EOC members initially enrolled in the FRS Pension Plan before July 1, 2011 are eligible for normal retirement with six or more years of creditable service and an age 62 or higher, or 30 years of creditable service regardless of age. For Regular Class, SMSC and EOC members initially enrolled in the FRS on or after July 1,2011,normal retirement eligibility is eight or more years of creditable service and an age 65 or higher,or 33 years of creditable service regardless of age. Special Risk Class and Special Risk Administrative Support Class members initially enrolled in the FRS Pension Plan before July 1, 2011, are eligible for normal retirement with six or more years of special risk class service and an age 55 or higher, or 25 years of special risk service regardless of age. With up to four years of active duty wartime service and a total of 25 years of service including special risk service,the retirement age drops to age 52. Without at least six years of Special Risk Class service,members of the Special Risk Administrative Support Class must meet the retirement requirements of the Regular Class. For Special Risk Class and Special Risk Administrative Support Staff members initially enrolled in the FRS Pension Plan after July 1, 2011,normal retirement eligibility is eight or more years of special risk class service and an age of 60 or higher,or 30 years of special risk service regardless of age. With up to four years of active duty wartime service and a total of 30 years of service including special risk service, the retirement age drops to age 57. Without at least eight years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the retirement requirements of the Regular Class. Benefits under the FRS Pension Plan are computed on the basis of age, average final compensation, creditable years of service, and accrual value by membership class. Members are also eligible for in-line-of-duty or regular disability and survivors' benefits. Pension benefits of retirees and annuitants are increased each July 1 by a cost-of-living adjustment. If the member is initially enrolled in the FRS before July 1,2011, and all service credit was accrued before July 1,2011,the annual cost-of-living adjustment is 3%per year. If the member is initially enrolled before July 1,2011,and has service credit on or after July 1, 2011, there is an individually calculated cost-of-living adjustment. The annual cost-of- living adjustment is a proportion of 3% determined by dividing the sum of the pre-July 2011 service credit by the total service credit at retirement multiplied by 3%. FRS Pension Plan members initially enrolled on or after July 1,2011,will not have a cost-of-living adjustment after retirement. Subject to provisions of Section 121.091,Florida Statutes,the Defined Retirement Option Program (the"DROP")permits employees eligible for normal retirement under the FRS to defer receipt of monthly benefit payments while continuing employment with an FRS employer. An employee may participate in the DROP for a period not to exceed 60 months while the member's benefits accumulate in the FRS Trust Fund. Authorized instructional personnel may participate in the DROP for up to 36 additional months beyond their initial 60-month participation period. During the period of DROP participation, deferred {25694/005/00 739016.DOCv2} Packet Page-729- 3/12/2013 11.B. monthly benefits are held in the FRS Trust Fund and accrue interest. As of June 30, 2012, the FRS Trust Fund projected $2,939,923,585 in accumulated benefits and interest for 40,556 current and prior DROP participants. The FRS is a cost-sharing multiple-employer public-employee retirement system with two primary plans. The Department of Management Services, Division of Retirement administers the FRS Pension Plan and the SBA invests the assets of the FRS Pension Plan held in the FRS Trust Fund. Administration costs of the FRS Pension Plan are funded through investment earnings of the FRS Trust Fund. Reporting of the FRS is on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when the obligation is incurred. The SBA administers the Public Employee Optional Retirement Program (the "FRS Investment Plan"), an alternative defined contribution plan available to all FRS members. Retirement benefits are based upon the value of the member's account upon retirement. Regardless of membership class, FRS Investment Plan contributions vest after one year of service. If a member elects to transfer amounts from the FRS Pension Plan to that member's the FRS Investment Plan account, the member must meet the six- year vesting requirement for any such transferred funds and associated earnings. The FRS Investment Plan is funded by employer contributions that are based on salary. Contributions are directed to individual member accounts, and the individual members allocate contributions and account balances among various approved investment choices. Administration costs of the FRS Investment Plan are funded through a 0.03% employer contribution and forfeited benefits. Disability coverage is provided under the FRS Investment Plan. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan,receive a lump-sum distribution,or leave the funds invested for future distribution. Participating employers must comply with the statutory contribution requirements. Section 121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is provided to the Legislature as guidance for funding decisions. Employer contribution rates under the uniform rate structure (a blending of both the FRS Pension Plan and FRS Investment Plan rates) are recommended by the actuary but set by the Legislature. Statutes require that any unfunded actuarial liability ("UAL") be amortized within 30 plan years and any surplus amounts available to offset total retirement system costs are to be amortized over a 10-year rolling period on a level-dollar basis. As of June 30, 2012, the balance of legally required reserves for all defined benefit pension plans was $120,017,121,495. Such funds are reserved to provide for total current and future benefits, refunds and administration of the FRS Pension Plan. The chart below shows the funding progress for the FRS which presents multi-year trend information about whether the actuarial value of plan assets are increasing or decreasing over time relative to the actuarial accrued liability for benefits. [Remainder of page intentionally left blank] {25694/005/00 739016.DOCv2} Packet Page-730- 3/12/2013 11 .B. Schedule of Funding Progress for the Florida Retirement System Actuarial UAAL As% Actuarial Accrued Unfunded of Actuarial Value Liability(AAL) ML Funded Covered Covered Valuation of Assets -Entry Age (UAAL) Ratio Payroll Payroll Date (a)(1) (b)(1) (b-a)(1) (a/b) f c)(1)(2) (b-a)/c 7/1/07 $125,584,704 $118,870,513 $(6,714,191) 105.65% $26,385,768 (25.45)% 7/1/08 130,720,547 124,087,214 (6,633,333) 105.35 26,891,340 (24.67) 7/1/09(s) 118,764,692 136,375,597 17,610,905 87.09 26,573,196 66.27 7/1/104) 120,929,666 139,652,377 18,722,711 86.59 25,765,362 72.67 7/1/11 126,078,053 145,034,475 18,956,422 86.93 25,686,138 73.80 (1) 000 omitted dollar amounts. (2) Payroll includes DROP payroll. (3) As reported in July 1,2009 actuarial valuation report,prior to impact of House Bill 479(2009). (4) As reported in July 1,2010 actuarial valuation report,prior to impact of Senate Bill 2100(2011). Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual Report:July 1,2007—June 30,2011. The information presented in the above schedule was determined as part of the actuarial valuations performed at the dates indicated. Additional information as of the latest actuarial valuation is as follows: Florida Retirement System Assumptions Valuation Date July 1,2011 Actuarial cost method Entry Age Normal Amortization method Level Percentage of Pay,Open Equivalent Single amortization period(') 30 years Asset valuation method 5-year Smoothed Method Actuarial assumptions: Investment rate of return 7.75% Projected salary increases(z) 5.85% Includes inflation at 3.00% Cost-of-Living Adjustments 3.00% (1) Used for GASB Statement 27 reporting purposes. (2) Includes individual salary growth of 4.00% plus an age-graded merit scale defined by general and employment class. Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual Report:July 1,2010—June 30,2011. {25694/005/00739016.DOCv2) Packet Page-731- 3/12/2013 11 .B. The chart below shows the Annual Required Contribution by the County to the FRS and the percentage of such contribution to the ARC for the past six fiscal years: Schedule of County Contributions to the Florida Retirement System Year Ended Annual Required Percentage September 30 Contribution Contributed 2007 $28,307,047 100% 2008 28,209,276 100 2009 28,052,665 100 2010 30,811,862 100 2011 24,504,802 100 2012 100 Source: Collier County, Florida Comprehensive Annual Financial Reports for the Fiscal Years ended September 30,2007 through and including 2012. Senate Bill 2100 The State Legislature passed Senate Bill 2100 ("SB 2100") during its 2011 session and was signed by Governor Rick Scott on May 20, 2011. SB 2100 makes significant changes to the FRS with respect to employee contributions and employer contributions, among other items. Effective July 1, 2011, all members of FRS were required to contribute 3% of their gross compensation toward their retirement. In addition, the legislation reduced the required employer contribution rates for each membership class and subclass of the FRS. For fiscal year ended June 30,2011, contribution rates ranged from 10.77%to 23.25% of annual covered payroll. Under SB 2100, employer contribution rates range from 4.91% to 14.10% of annual covered payroll. Additionally, the bill eliminated the cost of living adjustment for all FRS employees for service earned on or after July 1,2011,although the bill does contemplate reinstatement of the adjustment in 2016 under certain circumstances. Although no further action is required on the part of the State Legislature to implement the amendments in SB 2100, on June 20, 2011, the Florida Education Association and the Police Benevolent Association,joined by the Florida Public Services Union, a chapter of the Service Employees International Union and Teamsters Local 385 (collectively, the "FRS Plaintiffs"), filed a lawsuit in Circuit Court in Tallahassee, Florida challenging the above described legislative changes with respect to existing FRS members (the "FRS Lawsuit"). The FRS Lawsuit alleges SB 2100 unlawfully impairs state employee contracts, constitutes a taking of private property without full compensation and violates government workers constitutional right to collective bargaining. The Circuit Court held the challenged portions of SB 2100 constituted an unconstitutional impairment of the FRS Plaintiffs' contract with the State. Ultimately, on January 17, 2013, the Florida Supreme Court agreed with the State and reversed the judgment of the Circuit Court upholding as constitutional the challenged provisions of SB 2100. SB 2100 makes other changes to the FRS that only apply to employees who initially enroll on or after July 1, 2011, including: (1) the average final compensation upon which retirement benefits are calculated are based on the eight highest (formerly five highest) fiscal years of compensation prior to retirement; (2) the DROP is maintained but the interest accrual rate is reduced from 6.5% to 1.3%; (3)the {25694/005/00739016.DOCv2} Packet Page-732- 3/12/2013 11 .B. normal retirement age is increased from 62 to 65;and (4) the years of creditable service is increased from 30 to 33 and the vesting period is increased to eight years(formerly six). County OPEB General In accordance with Section 112.0801, Florida Statutes, the County provides post retirement health care to all employees who retire from the employ of the County. This is administered via a single- employer defined benefit healthcare plan(the "County Plan"). In most cases, the retiree pays 100% of the premium cost for the retiree to participate in the County's insurance program. As a rule, the cost of health care increases with age. Thus age-adjusted healthcare premiums for active employees can normally be expected to be less than age-adjusted premiums for retirees. When a single premium is established for both active employees and retirees, the retiree benefits from a lower premium. Governmental Accounting Standards Board ("GASB") Statement No.45 describes such an arrangement as an implicit rate subsidy and mandates that any retiree savings be treated as Other Post Employment Benefits ("OPEB") even though the employer makes no payments directly on behalf of retirees. The County Plan provides healthcare benefits including medical coverage, prescription drug benefits, vision care, dental care and life insurance coverage to both active and eligible retired employees. Eligibility for participation in the County Plan is limited to full time employees of the County, employees who are active participants in the County Plan at the time of retirement, who retire and are either vested with the FRS, are vested in the FRS and are age 62, have 30 years of creditable service before age 62, or meet alternative criteria if disabled or a member of a Special Risk Class. Surviving spouses or dependents of participating retirees may continue in the County Plan if eligibility criteria specific to those classes are met. In an open session, the County approves the County Plan rates for the enrollment period, and may amend the County Plan with changes to the benefits, premiums and/or levels of participant contribution at any time. In addition, the Board offers an OPEB option that subsidizes the cost of health care for its retirees who have at least 60%of eligible accrued sick leave remaining at the time of retirement and have completed 15 years of continuous service with the Board. In addition, the retiree must retire from the County,be at least 55 years of age or have completed 30 years of service under the FRS and be eligible to receive an FRS benefit with no break in time. Such employees are eligible to receive a 50% to 100% subsidy toward the cost of coverage under the active County Plan. The Tax Collector offers an OPEB plan that subsidizes 100% of the cost of health care for employees with 10 years of service, between the ages of 54 and 64 and who exchange 800 hours of sick leave at retirement. The County Plan does not issue a publicly available financial report. At September 30, 2012, the date of the latest actuarial valuation, County Plan participation consisted of: Primary Government Active County Plan Participants 2,054 Retirees and Beneficiaries Receiving Benefits 122 Total Membership 2,176 {25694/005/00739016.DOCv2} Packet Page-733- 3/12/2013 11 .B. Funding Policy The County has not authorized a Qualifying Trust or Agency Fund for its OPEB liability. The County does, however, have the authority to establish and amend a funding policy. For the fiscal year ended September 30,2012,the County contributed$511,971 to the County Plan. Annual OPEB Cost,Net OPEB Obligation and Accrued Actuarial Liability Amount The County's annual cost (expense) for OPEB is calculated based on the Annual Required Contribution("ARC")an amount actuarially determined in accordance with GASB Statement No.45. The ARC represents a level of funding that,if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed 30 years. The contributions made for the 2012 fiscal year were 70.7%of the annual OPEB cost. As of the September 30, 2012 actuarial valuation date, the County's net OPEB obligation was$650,070 and its unfunded accrued actuarial liability ("UAAL") was $6.7 million, all of which was unfunded. The covered payroll (annual payroll of active employees covered by the County Plan) was $150.8 million, and the ratio of the unfunded actuarial accrued liability to covered payroll was 4.4%. Sheriff's OPEB General The Sheriff offers an OPEB plan that subsidizes the cost of health care for its retirees who have six years of creditable service with the Sheriff and who receive a monthly retirement benefit from the FRS (the "Sheriff Plan"). The Sheriff subsidizes approximately 20% for both single coverage and family coverage for qualifying individuals. In 2012,the subsidy was no longer made available to eligible retirees who chose to continue their health insurance coverage. Additionally, in accordance with Section 112.0801, Florida Statutes, Sheriffs employees who retire and immediately begin receiving benefits from the FRS have the option of paying premiums to continue in the Sheriff's health insurance plan at the same group rate as for active employees. The Sheriff Plan does not issue a publicly available financial report. At September 30, 2012, the date of the latest actuarial valuation, Sheriff Plan participation consisted of: Sheriff Sheriff Plan Participants 1,100 Retirees Receiving Benefits 100 Total Membership 1,200 Funding Policy The Sheriff has the authority to establish and amend funding policy. The OPEB Plan is currently being funded on a pay-as-you-go basis. For the year ended September 30, 2012, the Sheriff contributed $1,192,805 to the Sheriff Plan. No Qualifying Trust or agency fund has been established for the Sheriff Plan. {25694/005/00739016.DOCv2) Packet Page-734- 3/12/2013 11.B. Annual OPEB Cost and OPEB Obligation The annual cost of the Sheriff Plan is calculated based on the ARC, an amount actuarially determined in accordance with the parameters of GASB Statement No.45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any UAAL over a period not to exceed 30 years. The contributions made for the 2012 fiscal year were 108.4%of the annual OPEB cost. As of the September 30,2012 actuarial valuation date, the Sheriff Plan's net OPEB obligation was $1,048,138 and its UAAL was $13.3 million, all of which was unfunded. The covered payroll(annual payroll of active employees covered by the Sheriff Plan) was$108.4 million, and the ratio of the unfunded actuarial accrued liability to covered payroll was 12.3%. FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM General. During recent years, various legislative proposals and constitutional amendments relating to ad valorem taxation and revenue limitation have been introduced in the State. Many of these proposals sought to provide for new or increased exemptions to ad valorem taxation,limit the amount of revenues that local governments could generate or otherwise restrict the ability of local governments in the State to levy ad valorem taxes at recent, historical levels. There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would, or might apply to,or have a material adverse effect upon the County or its finances. Several Constitutional and Legislative amendments affecting ad valorem taxes have been approved by voters in the past including the following: Save Our Homes Amendment. By voter referendum held on November 3, 1992, Article VII, Section 4 of the State Constitution was amended by adding thereto a subsection which,in effect,limits the increases in assessed just value of homestead property to the lesser of(1) three percent of the assessment for the prior year or(2)the percentage change in the Consumer Price Index for all urban consumers,U.S. City Average, all items 1967=100,or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that(1)no assessment shall exceed just value, (2)after any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status, (3) new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead, and (4) changes, additions,reductions or improvements to homestead shall initially be assessed as provided for by general law, and thereafter as provided in the amendment. This amendment is known as the "Save Our Homes Amendment." The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the Florida Supreme Court, it began to affect homestead property valuations commencing January 1, 1995, with 1994 assessed values being the base year for determining compliance. Millage Rollback Legislation. In 2007,the Florida Legislature adopted Chapter 2007-321,Laws of Florida, a property tax plan which significantly impacted ad valorem tax collections for Florida local governments. One component of the adopted legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006,such rolled back millage rates were determined after first reducing 2006-2007 125694/005/00739016.DOCv2} Packet Page-735- 3/12/2013 11.B. ad valorem tax revenues by zero to nine percent(0%to 9%). In addition,the legislation limits how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. The County fell into the 9%ad valorem tax revenue reduction category. As a result,the County's General Fund millage rate was reduced from $3.5790 per $1,000 in fiscal year 2006-07 to $3.1469 per $1,000 in fiscal year 2007-08. The County's general millage rate remained the same for the fiscal year 2008-09. While the constitutional amendments which passed on January 29, 2008 did not impact the County's fiscal year 2007-08 budget, they did have an impact on the approach the County took to formulate the budget for fiscal year 2008-09 and beyond. On September 22, 2011, the Board adopted a General Fund millage rate of$3.5645 per$1,000 for fiscal year 2012-13 which is equal to the millage rate which was adopted by the Board for the previous four fiscal years. Constitutional Amendments Related to Ad Valorem Exemptions. On January 29, 2008, in a special election held in conjunction with the State's presidential primary, the requisite number of voters approved amendments to the Florida Constitution exempting certain portions of a property's assessed value from taxation. The following is a brief summary of certain important provisions contained in such amendments: 1. Provides for an additional exemption for the assessed value of homestead property between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an assessed value equal to or greater than$75,000. 2. Permits owners of homestead property to transfer their Save Our Homes Amendment benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Amendment benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. As discussed above, the Save Our Homes Amendment generally limits annual increases in ad valorem tax assessments for those properties with homestead exemptions to the lesser of three percent(3%)or the annual rate of inflation. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 4. Limits increases in the assessed value of non-homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10-year period, subject to extension by an affirmative vote of electors. The amendments were effective for the 2008 tax year (fiscal year 2008-2009 for local governments). Over the last few years, the Save Our Homes Amendment assessment cap and portability provisions described above have been subject to legal challenge. The plaintiffs in such cases have argued that the Save Our Homes Amendment assessment cap constitutes an unlawful residency requirement for {25694/005/00739016.DOCv2} Packet Page-736- 3/12/2013 11 .B. tax benefits on substantially similar property in violation of the equal protection provisions of the Florida Constitution and the Privileges and Immunities Clause of the Fourteenth Amendment to the United States Constitution. The plaintiffs also argued that the portability provision simply extends the unconstitutionality of the tax shelters granted to long-term homeowners by Save Our Homes Amendment. The courts in each case have rejected such constitutional arguments and upheld the constitutionality of such provisions; however, there is no assurance that any future challenges to such provisions will not be successful. In addition to the legislative activity described above, the constitutionally mandated Florida Taxation and Budget Reform Commission (required to be convened every 20 years) (the "TBRC") completed its meetings on April 25, 2008 and placed several constitutional amendments on the November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of Florida,which, among other things, do the following: (a) allow the Florida Legislature,by general law,to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (b) assess specified working waterfront properties based on current use rather than highest and best use; (c) provide a property tax exemption for real property that is perpetually used for conservation (began in 2010); and, (d) for land not perpetually encumbered, require the Florida Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. Exemption for Deployed Military Personnel. In the November 2010 General Election voters approved a constitutional amendment which provides an additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the legislature. This constitutional amendment took effect on January 1,2011. At this time, it is impossible to estimate with any certainty the level of impact that the constitutional amendment will have on the County. Other Proposals Affecting Ad Valorem Taxation. During the State Legislature's 2011 Regular Session, it passed Senate Joint Resolution 592 ("SJR 592"). SJR 592 allows totally or partially disabled veterans who were not Florida residents at the time of entering military service to qualify for the combat- related disabled veteran's ad valorem tax discount on homestead property. The amendment is effective January 1,2013. During the State Legislature's 2012 Regular Session, it passed House Joint Resolution 93 ("HJR 93"). HJR 93 allows the State Legislature to provide ad valorem tax relief to the surviving spouse of a veteran who died from service-connected causes while on active duty as a member of the United States Armed Forces and to the surviving spouse of a first responder who died in the line of duty. The amount of tax relief, to be defined by general law, can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property. The amendment is effective January 1,2013. Also during the State Legislature's 2012 Regular Session, it passed House Joint Resolution 169 ("HJR 169") allowing the State Legislature by general law to permit counties and municipalities, by ordinance, to grant an additional homestead tax exemption equal to the assessed value of homestead property to certain low income seniors. To be eligible for the additional homestead exemption the county or municipality must have granted the exemption by ordinance; the property must have a just value of less than $250,000; the owner must have title to the property and maintained his or her permanent residence thereon for at least 25 years; the owner must be age 65 years or older; and the owner's annual {25694/005/00739016.DOCv2} Packet Page-737- 3/12/2013 11 .B. household income must be less than $27,300. The additional homestead tax exemption authorized by HJR 169 would not apply to school property taxes. Each of the above described proposals was approved by the voters on November 6, 2012. At present, the impact of these amendments on the County's finances cannot be accurately ascertained. There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon, the County's finances. [Remainder of page intentionally left blank] 125694/005/00739016.DOCv2} Packet Page-738- 3/12/2013 11.B. ESTIMATED SOURCES AND USES OF FUNDS The proceeds to be received from the sale of the Series 2013 Bonds, together with other legally available monies of the County,are expected to be applied as follows: SOURCES OF FUNDS: Par Amount of Series 2013 Bonds $ Plus/Minus Net Original Issue Premium/Discount Plus: Other Legally Available Monies TOTAL SOURCES $ USES OF FUNDS: Deposit to Escrow Deposit Fund(1) $ Costs of Issuance(2) TOTAL USES $ (1) To be applied to refund the Refunded Bonds. See"PLAN OF REFUNDING"herein. (2) Includes underwriter's discount and legal,financial advisory and other fees and expenses. [Remainder of this page intentionally left blank] {25694/005/00739016.DOCv2} Packet Page-739- 3/12/2013 11 .B. DEBT SERVICE SCHEDULE The following table sets forth the annual debt service schedule for the Series 2013 Bonds. Year Ending Total October 1 Principal Interest Debt Service TOTAL [Remainder of page intentionally left blank] 125694/005/00739016.DOCv2} Packet Page-740- 3/12/2013 11.B. INVESTMENT POLICY The moneys held in the funds and accounts under the Resolution may only be invested in Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently governed by the provisions of the County's Investment Policy, established by the Board under Section 218, Florida Statutes. The policy authorizes investment of surplus public funds in the permitted investments described in Section 218.415,Florida Statutes. Pursuant to a Board resolution, the Clerk of the Circuit Court (the "Clerk") administers to the investment policy for investment of such surplus funds. The investment policy establishes guidelines as to the type,maturity,composition and risk relating to the County's investment portfolio. Permitted investments pursuant to such investment policy include the following: 1. Florida Local Government Surplus Trust Fund(State Board of Administration("SBA")); 2. US Government Securities-Direct Obligations; 3. US Federal Agencies-Backed by Full Faith and Credit of US Government; 4. US Federal Instrumentalities - US Federal Agency Securities Not Backed by Full Faith and Credit of US Government,except for Student Loan Marketing Association; 5. Certificates of Deposit - Collateralized with US Government Securities or Federal Agencies; 6. Repurchase Agreements; 7. Fixed Income Mutual Funds - Collateralized with US Government Securities or Federal Agencies; 8. Domestic Bankers Acceptances-Rated"AA"or higher,and inventory based; 9. Prime Commercial Paper-Rated"A-1"and"P-1;" 10. Tax-Exempt Obligations-Rated"AA"or higher and issued by state or local governments; 11. Now Account - Fully collateralized in accordance with Chapter 280, Florida Statutes (limited to Depository Bank/Concentration Bank); 12. Variable Rate Securities only if the rate is a straight floating rate that is set in a direct, as opposed to inverse,relationship to a single index;and 13. Mortgage Securities(CMOs)only if they are: a. Issued by US Federal Agencies or US Federal Instrumentalities, b. Pass the Federal Financial Investment Examination Council (FFIEC) test at time of purchase, and c. Have an average life of seven (7) years or less and have an absolute final maturity of no more than fifteen (15) years at zero PSA. The term "zero PSA" means that all interest and principal payments are guaranteed to be made by the stated final maturity assuming no prepayments. Specifically prohibited investments include the following: 1. Interest only strips of mortgaged backed securities; 2. Leveraged bonds; 3. Structured notes or financings other than mortgage securities that meet the provisions of the investment policy(permit callable and step up coupons); 4. Variable rate securities that set a rate based on an inverse relationship to an index;and Variable rate debt that sets a rate based on more than a single index. (25694/005/0073901 6.DOCv2) Packet Page-741- 3/12/2013 11 .B. The objective of the investment policy is to match investment cash flow and maturity with known cash needs and anticipated cash flow requirements (i.e., match assets to liabilities) to the extent possible. Investment of funds shall have final maturities of not more than five(5)years,except for: 1. SBA-no stated final maturity; 2. Certificates of Deposit-1 Year; 3. Repurchase Agreements-90 Days; 4. Bankers Acceptances-180 Days; 5. Prime Commercial Paper-180 Days; 6. Fixed Income Mutual Funds - no stated final maturity. However, underlying US Government Securities and Federal Agencies have average maturity of 1 year; 7. Mortgage Securities-average life of 7 years or less and have an absolute final maturity of no more than 15 years at zero PSA;and 8. US Government Securities and Federal Agencies deposited into an escrow account in connection with the refunding of a County bond issue can have a final maturity of more than 5 years. Mortgage securities shall not be used to match liabilities that are reasonably definable as to amount and disbursement date. Mortgage securities can only be used to invest funds associated with reserves or liabilities that are not associated with a specifically identified cash flow schedule. Mortgage securities can be used to prudently enhance the return on the portfolio. Any and all exceptions to the investment policy require a vote of the majority of Board. Furthermore,the Board may revise the aforementioned investment policy from time to time. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2013 Bonds are subject to an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as "APPENDIX D — Form of Opinion of Bond Counsel")will be available at the time of delivery of the Series 2013 Bonds. The actual legal opinion to be delivered by Bond Counsel may vary from that text if necessary to reflect facts and law on the date of delivery. Such opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or sufficiency of this Official Statement or any other offering material relating to the Series 2013 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriter of the Series 2013 Bonds (upon which opinion only the Underwriter may rely) relating to the fairness of the presentation of certain statements contained herein under the heading "TAX EXEMPTION" and certain statements which summarize provisions of the Resolution, the Series 2013 Bonds, and federal tax law, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2013 Bonds. (25694/005/00739016.DOCv2) Packet Page-742- 3/12/2013 11.B. Certain legal matters will be passed upon by Jeffrey A. Klatzkow, Esq., County Attorney, and by Bryant Miller Olive P.A.,Tampa,Florida,Disclosure Counsel to the County. LITIGATION There is no pending or, to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2013 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution,or the covenant to budget and appropriate Non-Ad Valorem Revenues in the manner and to the extent described herein and in the Resolution. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The Board has been named as a defendant in three related lawsuits, styled Francis Hussey, et al v. Collier County, Case No.08-6933-CA;Board of County Commissioners v. Francis D Hussey, et al., Case No.08- 6988-CA consolidated with 08-6933-CA; and Sean Hussey, et al.. v. Collier County, et al., Case No. 08-7025- CA. On September 11,2008,the Plaintiffs'Francis D. Hussey,Jr. and Mary P. Hussey,husband and wife, and Winchester Lakes Corporation, a Florida corporation, filed an Inverse Condemnation suit seeking monetary damages from Collier County,the Honorable Charlie Crist,the Governor of the State of Florida and the Florida Department of Community Affairs. The Husseys contend that the designation of certain real property owned by them by a Growth Management Plan Amendment adopted in 2002 had the effect of precluding mining activities on property, thereby resulting in a substantial diminution in value of the real estate, which the Plaintiffs contend to be compensable under Florida law. The Complaint alleges Ask damage claims, as of June, 2002, in the amount of $67,300,000, and as of July, 2007, in the amount of $91,500,000. The Plaintiffs have also presented a claim for "inverse condemnation based on a regulatory taking of Plaintiffs'property,"in an amount not specified in the Complaint. The Wildlife Federation and Collier County Audubon Society was granted leave to intervene in the suit by the Court on April 29, 2009. On July 9,2009, the Florida Wildlife Federation and Collier County Audubon Society served upon Defendants Francis and Mary Hussey a Notice of Intent to Sue over Violations of the Endangered Species Act of 1973 (16 U.S.C. 1531 et seq.) Land Clearing of Primary Panther Habitat, RCW Foraging Habitat, and Wood Stork Foraging Habitat. The cases have been dismissed with prejudice by the trial court and are now on appeal. The parties recently entered into a Settlement Agreement, conditioned upon Court approval, with no costs to be incurred by the County. County believes that this litigation will be concluded with no risk of liability. Regardless, whether or not the plaintiffs are successful, any potential liability is not expected to affect the County's ability to pay the principal and interest on the Series 2013 Bonds. The County experiences other claims, litigation, and various legal proceedings which, except as described above, individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County. {25694/005/00739016.DOCv2} Packet Page-743- 3/12/2013 11 .B. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the County except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant to administrative rulemaking,the FFSC has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults,whether a trustee or receiver has been appointed over the assets of the County,and certain additional financial information,unless the County believes in good faith that such information would not be considered material by a reasonable investor. The County is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor in the Series 2013 Bonds. The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2013 Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. TAX EXEMPTION Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as "APPENDIX D — Form of Opinion of Bond Counsel" attached hereto, the interest on the Series 2013 Bonds is excludable from gross income and is not a specific item of tax preference for federal income tax purposes under existing statutes, regulations, rulings and court decisions. However, interest on the Series 2013 Bonds is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on corporations pursuant to the Internal Revenue Code of 1986, as amended (the "Code"). Failure by the County to comply subsequently to the issuance of the Series 2013 Bonds with certain requirements of the Code, regarding the use, expenditure and investment of Series 2013 Bonds proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2013 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2013 Bonds for purposes of federal income taxation. In rendering its opinion,Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the Series 2013 Bonds,including, among other things,restrictions relating to the use or investment of the proceeds of the Series 2013 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2013 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2013 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance. {25694/005/00739016.DOCv2} Packet Page-744- 3/12/2013 11 .B. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2013 Bonds. Prospective purchasers of Series 2013 Bonds should be aware that the ownership of Series 2013 Bonds may result in other collateral federal tax consequences. For example,ownership of the Series 2013 Bonds may result in collateral tax consequences to various types of corporations relating to(1) denial of interest deduction to purchase or carry such Series 2013 Bonds,(2)the branch profits tax,and(3) the inclusion of interest on the Series 2013 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2013 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2013 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE SERIES 2013 BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2013 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2013 Bonds should consult their own tax advisors as to the income tax status of interest on the Series 2013 Bonds in their particular state or local jurisdictions. During recent years, legislative proposals have been introduced in Congress, and in some cases enacted,that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2013 Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis. Such alterations of federal tax consequences may have affected the market value of obligations similar to the Series 2013 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2013 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to,or have an adverse effect upon, the Series 2013 Bonds. Tax Treatment of Original Issue Discount Bond Counsel is further of the opinion that the difference between the principal amount of the Series 2013 Bonds maturing on 1 in the years through and including (the "Discount Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of Underwriters or wholesalers) at which price a substantial amount of such Discount Bonds of the same maturity was sold constitutes original issue discount which is excludable from gross income for federal income tax purposes to the same extent as interest on the Series 2013 Bonds. Further, such original issue discount accrues actuarially on a constant interest rate basis over the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price by an initial purchaser thereof will be increased by the amount of such accrued (25694/005/00739016.DOCv2} Packet Page-745- 3/12/2013 11 .B. original issue discount. The accrual of original issue discount may be taken into account as an increase in the amount of tax-exempt income for purposes of determining various other tax consequences of owning the Discount Bonds, even though there will not be a corresponding cash payment. Owners of the Discount Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Discount Bonds. Tax Treatment of Bond Premium The difference between the principal amount of the Series 2013 Bonds maturing on 1 in the years through and including (collectively, the "Premium Bonds") and the initial offering price to the public(excluding bond houses,brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each Premium Bond or,in the case of a Premium Bond that is callable prior to maturity,the amortization period and yield must be determined on the basis of the earliest call date that results in the lowest yield on such Bond. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. VERIFICATION OF ARITHMETICAL COMPUTATIONS At the time of the delivery of the Series 2013 Bonds, the Verification Agent will deliver a report on the mathematical accuracy of the computations contained in schedules provided to them and prepared by Public Financial Management, Inc. on behalf of the County relating to (a) the sufficiency of the anticipated cash and maturing principal amounts and interest in Obligations of the United States of America to pay,when due, the principal,whether at maturity or upon prior redemption, interest and call premium requirements,if any,of the Refunded Bonds and (b)the"yield"on the Series 2013 Bonds and on the Obligations of the United States of America considered by Bond Counsel in connection with their opinion that the Series 2013 Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code,as amended. RATING S Standard & Poor's Ratings Services ("S&P"), Fitch Ratings ("Fitch") and Moody's Investors Service, Inc. ("Moody's") have assigned ratings of " ," "_" and "_," respectively, to the Series 2013 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. {25694/005/00739016.DOCv2} Packet Page-746- 3/12/2013 11.B. Generally, a rating agency bases its rating on information and materials and on investigations, studies and assumptions furnished to and obtained and made by the rating agency. The rating reflects only the view of said rating agency and an explanation of the rating may be obtained only from said rating agency. There can be no assurance that such rating will continue for any given period of time or will not be revised downward or withdrawn entirely by such rating agency, if in its judgment circumstances so warrant. Any such downward revision or withdrawal of the ratings of the Series 2013 Bonds may have an adverse effect on the market price of the Series 2013 Bonds. The County undertakes no responsibility to oppose any such revision or withdrawal. An explanation of the significance of the ratings can be received from the following: Moody's Investors Service, 7 World Trade Center, 250 Greenwich Street,23rd Floor,New York,New York 10007,Standard &Poor's,55 Water Street,38th Floor, New York,New York 10041 and Fitch Ratings,One State Street Plaza,New York,New York 10004. FINANCIAL ADVISOR Public Financial Management, Inc., Coral Gables, Florida, is the Financial Advisor to the County with respect to the sale of the Series 2013 Bonds. The Financial Advisor has assisted the County in the preparation of this Official Statement and has advised the County as to other matters relating to the planning, structuring and sale of the Series 2013 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy,completeness or fairness of the information contained in this Official Statement. Public Financial Management, Inc. is an independent advisory firm and is not engaged in the business of underwriting,trading or distributing municipal or other public securities. F... INVESTMENT ADVISOR PFM Asset Management LLC will receive an investment advisory fee for competitively purchasing Obligations on the County's behalf to fund a portion of the Escrow Deposit Fund. AUDITED FINANCIAL STATEMENTS The general purpose financial statements of the County as of September 30,2012 and for the year then ended, attached hereto as "APPENDIX C —Audited Financial Statements for the Fiscal Year Ended September 30, 2012," have been audited by Ernst and Young, independent auditors, as stated in their report appearing therein. Such statements speak only as of September 30, 2012. The consent of the County's auditor to include in this Official Statement the aforementioned report was not requested, and the general purpose financial statements of the County are provided only as publicly available documents. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Official Statement or the information presented herein. The Series 2013 Bonds are payable solely from Non-Ad Valorem Revenues in the manner and to the extent as described in the Resolution and herein and are not otherwise secured by, or payable from, the general revenues of the County. See"SECURITY FOR THE SERIES 2013 BONDS"herein. The general purpose financial statements are presented for general information purposes only. {25694/005/00739016.DOCv2} Packet Page-747- 3/12/2013 11 .B. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2013 Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2013 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2013 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before of after such delivery. See "APPENDIX B — Form of the Resolution" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE The County has covenanted for the benefit of the Series 2013 Bondholders to provide certain financial information and operating data relating to the County and the Series 2013 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The County has agreed to file annual financial information and operating data and the audited financial statements with each entity authorized and approved by the Securities and Exchange Commission (the "SEC") to act as a repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the "Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board. The County has agreed to file notices of certain enumerated material events,when and if they occur,with the Repository. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E - Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to the issuance of the Series 2013 Bonds. These covenants have been made in order to assist the Underwriter in complying with the continuing disclosure requirements of the Rule. With respect to the Series 2013 Bonds,no party other than the County is obligated to provide,nor is expected to provide, any continuing disclosure information with respect to the Rule. In the past five years, the County has never failed to comply with any prior agreements to provide continuing disclosure information pursuant to the Rule. UNDERWRITING The Series 2013 Bonds are being purchased by (the "Underwriter") at an aggregate purchase price of $ (which includes a net original issue premium/discount of $ and an Underwriter's discount of $ ). The Underwriter's obligations are subject to certain conditions precedent, and it will be obligated to purchase all of the Series 2013 Bonds if any Series 2013 Bonds are purchased. The Series 2013 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2013 Bonds into investment trusts) at prices lower than such (25694/005/00739016.DOCv2) Packet Page-748- 3/12/2013 11 .B. public offering prices, and such public offering prices may be changed, from time to time, by the Underwriter. CONTINGENT FEES The County has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect to the authorization, sale,execution and delivery of the Series 2013 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriter are each contingent upon the issuance of the Series 2013 Bonds. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the County and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2013 Bonds, the security for the payment of the Series 2013 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Copies of such documents may be obtained from either the office of the Clerk of the Board of County Commissioners, Collier County Government Complex, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, telephone: (239)252-2745 or the County's Financial Advisor,Public Financial Management,Inc.,2121 Ponce De Leon Boulevard,Suite 510,Coral Gables,Florida 33134,telephone(305)448-6992. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of the Official Statement,but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this Official Statement in accordance with and as part of its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction,but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2013 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. (25694/005/00739016.DOCv2) Packet Page-749- 3/12/2013 11.B. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2013 Bonds, officials of the County will furnish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement (other than information herein related to DTC, the book-entry only system of registration and the information contained under the caption"TAX EXEMPTION"as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2013 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. COLLIER COUNTY,FLORIDA By: Chair,Board of County Commissioners Collier County,Florida Approved as to form and legal sufficiency: County Attorney 125694/005/00739016.DOCv2} Packet Page-750- 3/12/2013 11.B. APPENDIX A GENERAL INFORMATION CONCERNING COLLIER COUNTY,FLORIDA The following information concerning Collier County, Florida (the "County") has been supplied by the County and is included only for purposes of supplying general information regarding the County. The Series 2013 Bonds are secured by a covenant to budget and appropriate legally non-ad valorem revenues as described in the Official Statement. General Information The County was established in 1923 by the legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area,it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2012, the County had an estimated population of 329,849. Principal industries within the County include wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and construction. Board of County Commissioners The Board of County Commissioners (the "Board") is the principal legislative and governing body of the County. The Board consists of five County Commissioners;one from each of the five districts elected for terms of four years. All of the County Commissioners are residents of the County. The current members of the Board and their expiration of terms of office are: Commissioner Office Term Expires Georgia A.Hiller, Esq. Chair November,2014 Tom Henning Vice Chair November,2016 Fred W. Coyle Commissioner November,2014 Donna Fiala Commissioner November,2016 Tim Nance Commissioner November,2016 County Manager The chief administrative official of the County is the County Manager. This official is directly responsible to the Board for administration and operation of four administrative divisions under the Board and for execution of all Board policies. The County Manager directs the administrative divisions for Growth Management, Public Services, Public Utilities, and Administrative Services. The County Manager is also responsible to the Board for the preparation of budgets and for the control of expenditures of departments under his supervision throughout the budget year. Budget Process The County Manager's Director of Corporate Finance (the "Director") initiates the budget planning process in January with budget policy discussions among key members of the fiscal and {25694/005/00739016.DOCv2} Packet Page-751- 3/12/2013 11 .B. administrative leadership team. These discussions culminate in the presentation and adoption of budget policy and guidance by the Board in February. County division heads and elected officers submit their proposed expenditures beginning in April for compilation by the Director no later than July 1 of each year and each submission is matched against available revenues. A balanced, proposed budget is presented to the Board for review within 15 days of receipt of an assessed value certification from the County's Property Appraiser which is due by July 1. A tentative budget is thereupon adopted within 15 days. Subsequent to public hearings, a final budget is adopted. The final budget for the fiscal year ended September 30, 2013 was adopted by the Board on September 11, 2012. Final millage rates are adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or after November 1. Upon valid adoption, all expenditures in the budget constitute appropriations, and amendments to the budget can be made only in accordance with the provisions of Chapter 129, Florida Statutes,and such chapter provides that expenditures in excess of total fund budgets are unlawful. Annual Audit Florida law requires that an annual post audit of each county's accounts and records be completed within six months of the end of each fiscal year by a firm of independent certified public accountants retained and paid for by the County. The County retained the firm of Ernst&Young LLP to undertake the audit of its financial statements for the fiscal year ended September 30, 2012, which are included as "APPENDIX C—Audited Financial Statements for the Fiscal Year Ended September 30,2012" attached to this Official Statement. [Remainder of page intentionally left blank] {25694/005/00739016.DOCv2] Packet Page-752- 3/12/2013 11 .B. Population The County has experienced rapid population growth in recent decades. The following table presents historical and projected population growth for the County, the State, and the United States for the period of 1960 to 2020: POPULATION TRENDS Population Population United Population County Percentage State Percentage States Percentage Population Increase Population Increase Population Increase 1960 15,753 --- 4,951,560 --- 179,323,175 --- 1970 38,040 141.5% 6,791,418 37.1% 203,302,031 13.4% 1980 85,971 126.0 9,746,961 43.5 226,504,825 11.4 1990 152,099 76.9 12,938,071 32.7 250,410,000 10.6 2000 251,377 65.3 15,982,378 23.5 274,634,000 9.7 2010 331,800 32.0 18,801,310 17.6 308,745,538 12.4 2011 321,520 (3.1) 19,082,262 1.5 311,587,816 0.9 2012 329,849 2.6 19,317,568 1.2 313,914,040 0.8 2020* 384,400 16.5 21,326,800 10.4 322,742,000 2.8 *Estimates on County and State population use medium estimates of population growth. Source: University of Florida, Bureau of Economic and Business Research, Population Program, unpublished data. Census data from U.S.Bureau of Census. [Remainder of page intentionally left blank] {25694/005/00739016.DOCv2] Packet Page-753- 3/12/2013 11 .B. Most of the growth of Collier County is due to migration. As of April 1, 2011, the estimated median age of the County's population was 47.1 years according to the University of Florida, Bureau of Economic and Business Research. COLLIER COUNTY EMPLOYMENT BY MAJOR INDUSTRY Industry Establishments Employees Retail Trade 1,577 18,042 Accommodation and Food Services 787 16,697 Health Care and Social Assistance 932 16,454 Construction 1,527 9,080 Arts,Entertainment,and Recreation 267 7,666 Administration,Support,Waste Management,Remediation 1,043 7,267 Public Administration 72 5,250 Other Services(except Public Administration) 1,203 5,127 Agriculture,Forestry,Fishing and Hunting 108 5,055 Professional,Scientific and Technical Service 1,533 4,610 Finance and Insurance 585 3,491 Real Estate and Rental and Leasing 946 3,033 Wholesale Trade 421 2,978 Manufacturing 263 2,587 Transportation and Warehousing 220 1,682 Information 125 1,380 Management of Companies and Enterprises 89 812 Utilities 18 186 Unclassified Establishments 16 7 Source: Florida Research and Economic Information Database Application, Labor Market Statistics, Quarterly Census of Employment and Wages Program,2nd Quarter 2012. 125694/005/00739016.DOCv2} Packet Page-754- 3/12/2013 11 .B. COLLIER COUNTY EMPLOYMENT (2003-2012) State of County Florida Labor Unemployment Unemployment Year Force Employment Unemployment Rate Rate 2003 131,993 125,822 6,171 4.7% 5.3% 2004 138,036 132,610 5,426 3.9 4.7 2005 145,347 140,324 5,023 3.5 3.8 2006 152,162 147,356 4,806 3.2 3.4 2007 153,243 146,720 6,523 4.3 4.1 2008 151,806 141,553 10,253 6.8 6.2 2009 143,773 128,270 15,503 10.8 10.2 2010 144,557 127,264 17,293 12.0 11.5 2011 148,485 133,216 15,269 10.3 10.5 2012 150,924 138,221 12,703 8.4 8.7 Source: Florida Research and Economic Information Database Application,Labor Market Statistics, Local Area Unemployment Statistics Program. BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY (2002-2011) Single Multi- Residential Year Family Units Family Units Valuation(') 2002 4,173 3,109 $1,113,547 2003 3,376 2,444 977,445 2004 4,202 2,719 1,487,546 2005 4,052 2,570 1,655,669 2006 2,829 1,959 1,228,774 2007 1,069 1,026 649,718 2008 652 299 387,286 2009 630 314 312,942 2010 766 493 371,116 2011 920 400 374,016 (1) Valuation in thousands of dollars. Source: University of Florida, Bureau of Economic and Business Research, Building Permit Activity in Florida. {25694/005/00739016.DOCv2} Packet Page-755- 3/12/2013 11 .B. Agriculture Agriculture is a dominant factor in the economy of the County. Rainfall averages about 48 inches annually with most of the precipitation occurring during the late spring and summer. The high yearly rainfall and year-round mild temperature enable agriculture to be a productive sector of the County economy. The agricultural industry represents five percent of the workforce. Farming activities are located approximately 40 miles inland primarily centered around the community of Immokalee. Major crops include tomatoes,peppers,cucumbers, melons and citrus. Beef cattle are also a significant farming commodity. Tourism Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf of Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States only subtropical National Park, located near Naples, comprises a substantial portion of the County. Collier- Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in the Gulf of Mexico, as well as fresh water fishing,makes the many lakes and waterways popular vacation spots. The County is regarded as one of the largest shelling areas in the United States. Transportation The County is served by U.S. Highway 41 (otherwise known as the Tamiami Trail)and Interstate 75,which links Naples to the east coast of Florida and intersects U.S. Highway 27,providing access to the Florida Turnpike. Interstate 75 also provides access to the County from the North. Greyhound Bus Lines connects the County to all points within the State. Air service is available at the Naples Airport owned by the City of Naples and covers an area of approximately 650 acres. The airport has two lighted 5,000 feet hard surfaced runways, each 150 feet wide. Activity at this airport mainly consists of charter flights and general aviation. Air service at the Southwest Florida International Airport near Fort Myers, 35 miles north of Naples, reaches many major cities. In addition, the County owns and operates three public airports: the Marco Island Executive Airport and the Immokalee and Everglades City Airparks. Educational System The County school system serves approximately 44,342 students in 48 schools, including three charter schools. The public schools provide a varied adult education program and a special program for pre-school children. There are several private and parochial schools in the County offering classes from kindergarten through the twelfth grade. Edison State College's main campus in Fort Myers, with a branch campus in Naples, offers technical training as well as college preparation for students. In August of 2003, Ave Maria University, a private Catholic University located within the County,began admitting students. The University offers bachelor's degrees in biology, classics, economics, history, literature, mathematics,music,philosophy,politics and theology. Pre-professional programs are offered in pre-law, pre-medicine and pre-business. Although not located within the County, Florida Gulf Coast University, the tenth college in the State University System, is operating in Lee County, immediately north of the County. {25694/005/00739016.DOCv2} Packet Page-756- 3/12/2013 11.B. Medical Facilities Naples Community Hospital, a non-profit, private corporation provides health services to the residents of the County. It opened as a 50-bed facility in 1956,financed exclusively by contributions from members of the community. Since 1956, Naples Community Hospital has grown to encompass approximately 422,000 square feet and include two six-story towers that house Naples Community Hospital's 420 licensed beds and patient care ancillary services and a two-story support services wing located between the two towers. Hospital services are also provided in the Carpenter-Briggs Radiation Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent Care Center located in leased space approximately seven miles from Naples Community Hospital, and in several other outpatient facilities that provide urgent care, rehabilitation, wellness and infusion services. In addition,Physician's Regional operates two hospitals within the County with a total of 201 beds. The Collier County Health Department operates in every community in the County under the direction of a licensed physician and with a staff of trained specialists, including public health workers, nurses,sanitarians and clinical psychologists. COLLIER COUNTY FINANCIAL AND ECONOMIC DATA (Fiscal Years 2003-2012) (Unaudited) Per Bank Fiscal Percent Capita Deposits Year Population Increase Income (000's) 2003 284,918 -- 41,269 6,789 2004 292,466 2.7 42,050 8,133 2005 306,186 4.7 41,513 9,473 2006 326,658 6.7 42,846 10,665 2007 333,858 2.2 49,492 10,957 2008 332,854 (0.3) 57,446 11,026 2009 333,032 0.1 63,276 11,690 2010 331,800 (0.4) 62,559 9,981 2011 321,520 (3.1) 60,049 N/A 2012 329,849 2.6 N/A N/A N/A=Data not currently available Source: Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2012. (25694/005/00739016.DOCv2) Packet Page-757- • 3/12/2013 11.B. 0 cn _ CD n m cn N NJ N NJ N N N NJ NJ NJ cn co © n —] ~.p - 0 -' oC oo c o c o0 0 C Q- v n .-3 ta. c`r, o N o w V rn U, w CD . C O n " ^� CV W n cn O � O ° m n ,-C O 4 0 0 �. o' ON �, a 0 Z v V CC CC Co m Cn �t CD Q En V ..'4 .9 cc N 0" U7 'D N O• c• :� n n cn cn cn ■D CO \O OD N.D W W V c\ '0 C," O cn t ` O V V •�' co C fD fD ` : ; ` c . CD T En co V co 'C CT .A .- 'C N ffD 'C fP Ui --` H-, C CC W C C et ft 0 Cl) m 4. n ¢ Cl) ,, fG PJ -En �-, CA CD CCD .O < r N N N N N `-, N ,z MI 4 ' ft Do UNi 14- W N Cn Coil N O V O m 0 fn tl. iA O .--` O� O, O N O CD C ft C G can N N V NJ v T ' fD �__. ` - t) W o Co C1 CS V U7 C C �i. Do o. Crl v m F Cr C a Z CD .n.. - G En EA O c�'i, O �' ay tC En r-• N N N N F- ! 3/12/2013 11 .B. The following table contains the property tax rates for the last ten fiscal years. COLLIER COUNTY,FLORIDA PROPERTY TAX RATES-ALL DIRECT AND OVERLAPPING GOVERNMENTSWWW (Fiscal Years 2003-2012) (Unaudited) Collier County Other Special Debt County Fiscal General Revenue Service School Independent Year Fund Funds Funds Total District Districts Total 2003 3.8772 0.6767 0.0215 4.5754 6.9110 1.3554 12.8418 2004 3.8772 0.9226 0.0000 4.7998 6.5240 1.3562 12.6800 2005 3.8772 0.9177 0.0000 4.7949 6.2200 1.3562 12.3711 2006 3.8772 0.9161 0.1500 4.9433 5.9730 1.3423 12.2586 2007 3.5790 0.8470 0.2226 4.6486 5.5250 1.3403 11.5139 2008 3.1469 0.7362 0.2233 4.1064 5.3510 1.2792 10.7366 2009 3.1469 0.7528 0.2249 4.1246 4.9090 1.2784 10.3120 2010 3.5645 0.7225 0.1366 4.4236 5.2390 1.3243 10.9869 2011 3.5645 0.6926 0.1580 4.4151 5.6990 1.3299 11.4440 2012 (fl Basis for property tax rates is 1 mill per $1,000 of assessed value. Property is assessed as of January 1 and taxes based on those assessments are levied according to the tax rate in effect that tax year and become due on November 1. Therefore, assessments and tax levies applicable to a certain tax year are collected in the fiscal year ending during the following calendar year. Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ending September 30, 2012. {25694/005/00 739016.DOCv2} Packet Page -759- 3/12/2013 11 .B. APPENDIX B FORM OF THE RESOLUTION I25694/005/00739016.DOCv21 Packet Page-760- 3/12/2013 11.B. APPENDIX C AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2012 The statistical section referred to in the opinion letter has been intentionally omitted {25694/005/00739016.DOCv2} Packet Page-761- 3/12/2013 11.B. APPENDIX D FORM OF OPINION OF BOND COUNSEL (25694/005/00739016.DOCv2) Packet Page-762- 3/12/2013 11.B. APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE • {25694/005/00739016.DOCv2) Packet Page-763- 3/12/2013 11 .B. ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of April , 2013, by and between COLLIER COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County"), and Regions Bank (the "Escrow Agent"), an Alabama banking corporation, having a corporate trust office at 111 North Orange Avenue, Suite 750, Orlando, Florida 32801, as escrow agent hereunder. WHEREAS, the County has heretofore issued its Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003 Bonds") and its Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2005 (the "Series 2005 Bonds") pursuant to Resolution No. 85-107 adopted on April 30, 1985, as amended and supplemented (collectively, the "Resolution"); and WHEREAS, the County has determined to exercise its option under the Resolution to advance refund all of the outstanding Series 2003 Bonds (the "Refunded Series 2003 Bonds") and all of the outstanding Series 2005 Bonds (the "Refunded Series 2005 Bonds," and, collectively with the Refunded Series 2003 Bonds, the "Refunded Bonds"), as identified on Schedule A attached hereto (the "Refunded Bonds"); and WHEREAS, the County has determined to issue its $ aggregate principal amount of Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2013 (the "Series 2013 Bonds") pursuant to Resolution No. 2013- , adopted by the County on March 16, 2013, a portion of the proceeds of which Series 2013 Bonds will be used to purchase certain United States Treasury obligations in order to provide payment for the Refunded Bonds and to discharge and satisfy the pledges, liens and other obligations of the County under the Resolution in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2013 Bonds, the purchase by the Escrow Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the County 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: Packet Page-764- 3/12/2013 11.B. SECTION 1. PREAMBLES. The recitals stated above are true and correct and incorporated herein. SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION REPORT. Receipt of a true and correct copy of the above-mentioned Resolution and this Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including but not limited to Section 12 and Section 27 thereto, are incorporated herein by reference. The Escrow Agent also acknowledges receipt of the verification report of The Arbitrage Group, Inc., dated , 2013 (the "Verification Report"). Reference herein to or citation herein of any provisions of the Resolution or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF REFUNDED BONDS. The County by this writing exercises its option to cause the pledge of the Pledged Revenues (as defined in the Resolution) and all covenants, agreements and other obligations of the County to the holders of the Refunded Bonds to cease, terminate and become void and be discharged and satisfied. SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Collier County, Florida Capital Improvement Revenue Bonds, Series 2003/Series 2005 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 County 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 $ received from the County from proceeds of the Series 2013 Bonds (consisting of $ wired by the Underwriter and $ wired by the County, "Bond Proceeds") and $ from other legally available moneys of the County (the "County Moneys"). SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The County hereby directs and the Escrow Agent represents and acknowledges that, concurrently with the deposit of the Bond Proceeds and County Moneys under Section 4 above, it has used all of the Bond Proceeds and $ of the County Moneys to purchase on behalf of and for the account of the County certain United States Treasury obligations -- State and Local Government Series (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the "Escrow Securities"), which are described in Schedule B hereto, and the Escrow Agent will deposit such Escrow Securities and $ in cash (the "Cash Deposit") in the Escrow Fund. All Escrow Securities shall be noncallable, direct obligations of the United States of America. 2 Packet Page-765- 3/12/2013 11 .B. In the event any of the Escrow Securities described in Schedule B hereto are not available for delivery on April , 2013, the Escrow Agent may, at the written direction of the County and with the approval of Bond Counsel, substitute other United States Treasury obligations and shall credit such other obligations to the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have been delivered. Bond Counsel shall, as a condition precedent to giving its approval, require the County to provide it with a revised Verification Report in regard to the adequacy of the Escrow Securities, taking into account the substituted obligations to pay the Refunded Bonds in accordance with the terms hereof. The Escrow Agent shall in no manner be responsible or liable for failure or delay of Bond Counsel or the County to promptly approve the substitutions of other United States Treasury obligations for the Escrow Fund. SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE CASH DEPOSIT. In reliance upon the Verification Report, the County represents that the Cash Deposit and the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) are 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, premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule C attached hereto. If the Escrow Securities and the Cash Deposit shall be insufficient to make such payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule C hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of Obligations of the United States of America (as defined in the Resolution) and cash in trust solely for the payment of the principal of, premium, if any, and interest on the Refunded Bonds at such times and in such amounts as set forth in Schedule C hereto, and the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purpose. SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The County 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 Resolution referenced in this Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds [(The Bank of New York Mellon Trust Company, N.A. (Refunded Series 2003 Bonds); U.S. Bank National Association (Refunded Series 2005 Bonds))] as provided in the Resolution, in order to effectuate this Agreement and to 3 Packet Page-766- 3/12/2013 11.B. pay the Refunded Bonds in the amounts and at the times provided in Schedule C hereto. The Escrow Securities and the Cash Deposit shall be used to pay debt service on the Refunded Bonds as they mature or are redeemed prior to maturity. The Refunded Series 2003 Bonds shall be redeemed prior to maturity on October 1, 2013 (the "Series 2003 Redemption Date") at a redemption price equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to the Series 2003 Redemption Date. The Refunded Series 2005 Bonds shall be redeemed prior to their respective maturities on October 1, 2014 (the "Series 2005 Redemption Date") at a redemption price equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to the Series 2005 Redemption Date. 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, premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested, other than the Cash Deposit, only in the Escrow Securities listed in Schedule B hereto and, except as provided in Section 5 hereof and this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest any moneys in the Escrow Fund. Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash Deposit in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any of the Escrow Securities, except upon written direction of the County and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the County the following: (a) a written verification report by a firm of independent certified public accountants, of recognized standing, appointed by the County and acceptable to the Escrow Agent, to the effect that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest therein and any uninvested cash, will be sufficient to pay the Refunded Bonds as described in Schedule C hereto; and (b) a written opinion of nationally recognized Bond Counsel to the effect that (i) such investment will not cause the Series 2013 Bonds or the Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Bonds or the Series 2013 Bonds to be included as gross income for purposes of federal income taxation, and (ii) such investment does not violate any provision of Florida law or of the Resolution. 4 Packet Page-767- 3/12/2013 11 .B. The above-described verification report need not be provided in the event the County purchases Escrow Securities with the proceeds of maturing Escrow Securities and such purchased Escrow Securities mature on or before the next interest payment date for the Refunded Bonds and have a face amount which is at least equal to the cash amount invested in such Escrow Securities. In the event the above-referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in an amount sufficient to pay the Refunded Bonds as described in Schedule C hereto, whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the County the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund. SECTION 10. REDEMPTION OF REFUNDED BONDS. The County hereby irrevocably instructs the Escrow Agent to give or cause the Registrar for the Refunded Bonds (The Bank of New York Mellon Trust Company, N.A. (Refunded Series 2003 Bonds); U.S. Bank National Association (Refunded Series 2005 Bonds)) to give, on behalf of the County, at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. The Refunded Series 2003 Bonds shall be redeemed on October 1, 2013 at a redemption price equal to 100% of the principal amount thereof, plus accrued interest. The Refunded Series 2005 Bonds shall be redeemed on October 1, 2014 at a redemption price equal to 100% of the principal amount thereof, plus accrued interest. SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid within the meaning and with the effect expressed in Section 27 of the Resolution. Within 60 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall mail or cause the Paying Agent for the Refunded Bonds (The Bank of New York Mellon Trust Company, N.A. (Refunded Series 2003 Bonds); U.S. Bank National Association (Refunded Series 2005 Bonds)) to mail to the Holders of the Refunded Bonds the appropriate notice in the form provided in Schedule D attached hereto. SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the County nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. 5 Packet Page-768- 3/12/2013 11 .B. SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the County 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 County 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 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 unqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 13, 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 13. SECTION 14. FEES AND EXPENSES OF ESCROW AGENT; INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees and expenses as set forth on Schedule 1 hereto. The Escrow Agent shall have no lien whatsoever upon any of the Escrow Securities in said Escrow Fund for the payment of such proper fees and expenses. The County 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 14 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 County. 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 6 Packet Page-769- 3/12/2013 11.B. 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 County 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 County of its intention. 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 nonnegligent 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 County 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 15. REPORTING REQUIREMENTS OF ESCROW AGENT. As soon as practicable after the first day of April and October of each year, commencing October 1, 2013, so long as the Escrow Fund is maintained under this Agreement, the Escrow Agent shall forward in writing to the County a statement in detail of the Escrow Securities held as of April 1 or October 1 of that year, whichever is applicable, and the income and maturities thereof, and withdrawals of money from the Escrow Fund, since the last statement furnished pursuant to this Section 15. SECTION 16. 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 60 days' written notice to the County 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 County 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 County or 7 Packet Page-770- 3/12/2013 11 .B. 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 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 authorized in writing; provided, nevertheless, that in any such event, the County shall 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 County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The County 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 16. 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 County pursuant to the foregoing provisions of this Section 16 within 60 days after written notice of resignation of the Escrow Agent has been given to the County, 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 County shall indemnify and hold harmless the Escrow Agent, to the extent allowed by law, from any such liability, including costs or expenses incurred by the 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 County 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 8 Packet Page-771- 3/12/2013 11.B. nevertheless, on the written request of such successor Escrow Agent or the County 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 County 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 instruments in writing shall, on request, be executed, acknowledged and delivered by the County. 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 17. 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 County. SECTION 18. GOVERNING LAW. This Agreement shall be governed by the applicable laws of the State of Florida. SECTION 19. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the County 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 20. 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 21. 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 either by facsimile, overnight express mail with fees prepaid, first 9 Packet Page-772- 3/12/2013 11.B. class mail with postage prepaid; or hand delivered to the Issuer or the Bank, respectively, at the addresses or facsimile numbers shown below: Regions Bank 111 North Orange Avenue, Suite 750 Orlando, Florida 32801 Attention: Corporate Trust Department Facsimile: (407) 419-8091 Collier County, Florida Collier County Government Complex 3301 East Tamiami Trail, Building F Naples, FL 34112 Attention: County Manager Facsimile: (239) 252-8588 [Remainder of page intentionally left blank] 10 Packet Page-773- 3/12/2013 11.B. 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. COLLIER COUNTY, FLORIDA (SEAL) Chairwoman, Board of County Commissioners ATTEST: Deputy Clerk Approved as to Form and Legal Sufficiency: County Attorney REGIONS BANK, as Escrow Agent By: 11 Packet Page-774- 3/12/2013 11.B. SCHEDULE 1 Fees and Expenses of Bank: $450.00 One-time Escrow Agent fee payable in advance (incidental expenses included in one-time fee),plus out of pocket expenses at cost. Packet Page-775- 3/12/2013 11 .B. SCHEDULE A DESCRIPTION OF THE REFUNDED BONDS Packet Page -776- 3/12/2013 11B. - n Packet Page-777- 3/12/2013 11.B. SCHEDULE C DISBURSEMENT REQUIREMENTS FOR REFUNDED BONDS Refunded Series 2003 Bonds Refunded Series 2005 Bonds Packet Page-778- 3/12/2013 11.B. SCHEDULE D-1 FORM OF NOTICE OF DEFEASANCE (Refunded Series 2003 Bonds) Notice is hereby given pursuant to Resolution No. 85-107 adopted by the Board of County Commissioners of Collier County, Florida on April 30, 1985, as amended and supplemented (the "Resolution"), that the Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 identified below (the "Refunded Series 2003 Bonds") are deemed to be paid within the meaning of Section 27 of the Resolution and shall no longer be secured from the Pledged Revenues (as defined in the Resolution) and the other liens created by the Resolution for the benefit of the holders of the Refunded Series 2003 Bonds and shall be secured solely from the irrevocable deposit of U.S. Treasury obligations made by the County with Regions Bank, as Escrow Agent, in accordance with Section 27 of the Resolution. Further, the Refunded Series 2003 Bonds shall be redeemed, prior to their respective maturities, on October 1, 2013 (the "Series 2003 Redemption Date") at a redemption price equal to 100% of the principal amount of such Refunded Series 2003 Bond to be redeemed, together with interest accrued thereon to the Series 2003 Redemption Date. The Refunded Series 2003 Bonds to be defeased and redeemed are: Maturity Principal Interest (October 1) Amount Rate CUSIP No. Packet Page-779- 3/12/2013 11.B. SCHEDULE D-2 FORM OF NOTICE OF DEFEASANCE Notice is hereby given pursuant to Resolution No. 85-107 adopted by the Board of County Commissioners of Collier County, Florida on April 30, 1985, as amended and supplemented (the "Resolution"), that the Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2005 identified below (the "Refunded Series 2005 Bonds,") are deemed to be paid within the meaning of Section 27 of the Resolution and shall no longer be secured from the Pledged Revenues (as defined in the Resolution) and the other liens created by the Resolution for the benefit of the holders of the Refunded Series 2005 Bonds and shall be secured solely from the irrevocable deposit of U.S. Treasury obligations made by the County with Regions Bank, as Escrow Agent, in accordance with Section 27 of the Resolution. Further, the Refunded Series 2005 Bonds shall be redeemed, prior to their respective maturities, on October 1, 2014 (the "Series 2005 Redemption Date") at a redemption price equal to 100% of the principal amount of each such Refunded Series 2005 Bond to be redeemed, together with interest accrued thereon to the Series 2005 Redemption Date. The Refunded Series 2005 Bonds to be defeased and redeemed are: Maturity Principal Interest (October 1) Amount Rate CUSIP No. Packet Page-780-