Agenda 04/10/2012 Item #11H4/10/2012 Item 11.1-1.
EXECUTIVE SUMMARY
Recommendation to adopt a Bond Resolution authorizing the issuance of Bonds in an amount not
to exceed $50,000,000 in order to refund a portion of Collier County's outstanding Gas Tax
Refunding Revenue Bonds, Series 2003.
OBJECTIVE: Adoption of a Bond Resolution authorizing the issuance of Bonds in an amount not to
exceed $50,000,000 in order to refund a portion of the County's outstanding Gas Tax Refunding Revenue
Bonds, Series 2003, with the intent of realizing a net present value debt service savings of 5.8% (net of all
issuance costs) which is estimated at $2,408,000.
CONSIDERATIONS: The County's Finance Committee, consisting of key County financial
management staff, 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:
Refundinas 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.
During this period of historically low interest rates, the County's debt structure was materially altered
by refunding $59,895,000 in outstanding variable rate commercial paper loans through the issuance of
traditional tax exempt fixed rate bonds in July 2010. Further, the County, in November 2010, refunded
$24,620,000 in outstanding Capital Improvement Revenue Bonds, Series 2002 achieving
approximately $1,400,000 in interest rate savings over the remaining 11 year bond life while also
releasing $3,853,500 from the Debt Service Reserve Fund. Continuing the aggressive refunding
posture, the County in December 2011 refunded $92,295,000 in outstanding Capital Improvement
Revenue Bonds Series 2003 and 2005 which achieved $4,800,000 in interest rate savings and released
an additional $5,200,000 from the Debt Service Reserve Fund.
This bond resolution contemplates the refunding of up to $50,000,000 in existing maturities of the Gas
Tax Refunding Revenue Bonds, Series 2003 with no new borrowing amounts and without
extending the terms of such bonds. To achieve a net present value interest rate savings of
approximately 5.8% or $2,408,000, a partial refunding scenario is proposed in the estimated amount
equal to approximately 77% of the outstanding bonds or $41,395,000. 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.
Gas Tax Refunding Revenue Bonds, Series 2012 (the proposed issue), Gas Tax Refunding Revenue
Bonds, Series 2003 that are not refunded as well as outstanding Gas Tax Revenue Bonds Series 2005 will
continue to be secured by a pledge of the County's Gas Taxes and debt service coverage of such bonds
are expected to be approximately 1.25 times maximum annual debt service following the proposed
transaction.
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4/10/2012 Item 11.1-1.
Pending Board action on this refunding, the new bonds could be sold on or about the first week of June
2012. 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 March 23, 2012
unanimously endorsed this proposed partial refunding provided that there was at least a 5% net present
value savings with respect to the Series 2003 Bonds to be refunded.
LEGAL CONSIDERATIONS: This item has been reviewed by both the County Attorney and the
County's bond counsel, is legally sufficient, and requires majority vote for approval. — JAK
FISCAL IMPACT: The partial refunding of the Series 2003 Gas Tax Bonds is targeted to generate a net
present value savings (net of all issuance costs) of approximately 5.8% or $2,408,000 over the remaining
bond life.
RECOMMENDATION: That the Board of County Commissioners approve the attached Bond
Resolution providing for the partial refunding of the Gas Tax Refunding Revenue Bonds Series 2003 and
authorize all necessary budget amendments.
Prepared by: Mark Isackson, Corporate Finance and Management Services, County Manager's Office
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4/10/2012 Item 11.H.
COLLIER COUNTY
Board of County Commissioners
Item Number: 11.H.
Item Summary: Recommendation to adopt a Bond Resolution authorizing the issuance of
Bonds in an amount not to exceed $50,000,000 in order to refund a portion of Collier County's
outstanding Gas Tax Refunding Revenue Bonds, Series 2003. (Mark Isackson, County
Manager "s Office)
Meeting Date: 4/10/2012
Prepared By
Approved By
Name: KlatzkowJeff
Title: County Attorney
Date: 4/4/2012 8:50:10 AM
Name: UsherSusan
Title: Management/Budget Analyst, Senior,Office of Manage
Date: 4/4/2012 10:10:41 AM
Name: IsacksonMark
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 4/4/2012 10:44:55 AM
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4/10/2012 Item 11.H.
OFFICIAL NOTICE OF SALE
Collier County, Florida
Gas Tax Refunding Revenue Bonds,
Series 2012
Electronic Bids, as Described Herein, Will Be Accepted Until
Eastern Daylight Savings Time, May _, 2012*
*Preliminary, subject to change.
Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page I
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4/10/2012 Item 11.H.
OFFICIAL NOTICE OF SALE
Collier County, Florida
Gas Tax Refunding Revenue Bonds,
Series 2012
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the
date and up to the time specified below:
DATE: May , 2012*
TIME: Eastern Daylight Savings 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 Gas Tax Refunding Revenue Bonds, Series 2012 (the "Bonds ") to
be issued by Collier County, Florida (the "County ") pursuant to the terms and conditions
of Resolution No. 2003 -89, adopted by the Board of County Commissioners of the
County (the "Board ") on February 25, 2003, as amended and supplemented, particularly
as supplemented by Resolution No. 2012- adopted by the Board on April 10, 2012
(collectively, the "Bond Resolution "). Such bids will be opened in public in accordance
with applicable legal requirements.
The Bond proceeds will be used to refund all or a portion of the County's
outstanding Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2003 (the
"Series 2003 Bonds ") and to pay costs of issuing the Bonds.
The Bonds are more particularly described in the Preliminary Official Statement
dated May , 2012 (the "Preliminary Official Statement ") relating to the Bonds,
available at PFMauction's website, www.pfinauction.com. 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 Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 2
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4/10/2012 Item 11.H.
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 Daylight Savings 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.
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 ,
Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 3
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4/10/2012 Item 11.1-1.
2012), 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 June 'I,
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 June 1, , are subject to redemption in whole
or in part, at any time, on or after June 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 Bonds to be redeemed
plus accrued interest to the date fixed for redemption, without premium.
SECURITY
The Bonds are secured by a pledge of and lien on (1) the Gas Tax Revenues (as
defined in the Bond Resolution, and (2) until applied in accordance with the provisions of
this Resolution, all moneys, including investments thereof, in the funds and accounts
established hereunder, except (A) as for the Unrestricted Revenue Account and the
Rebate Fund, and (B) to the extent moneys on deposit in a subaccount of the Reserve
Account shall be pledged solely for the payment of the Series of Bonds for which it was
established in accordance with the provisions hereof (collectively, the Pledged Funds ").
The Bonds are secured on parity with the County's outstanding Collier County, Florida
Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds ") and that portion of the
Series 2003 Bonds which are not refunded in connection with the issuance of the Bonds
(the "Unrefunded Series 2003 Bonds "); provided, however, the Bonds are secured by the
Series 2012 Subaccount within the Reserve Account and are not secured by any other
amounts on deposit in the Reserve Account or any other subaccount therein.
See the Preliminary Official Statement for more information regarding the security
for the Bonds.
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4/10/2012 Item 11.1-1.
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:
Anticipated Delivery Date:
Interest Payment Dates:
Principal Payment Dates (June 1):
Year*
Interest Calculation:
Ratings:
Date of Delivery
, 2012*
December 1 and June 1, commencing December 1, 2012
Principal Amount*
Bidding Parameters
Sale Date:
Bidding Method:
All or none vs. Maturity -by- Maturity:
Bid Award Method:
Bid Confirmation:
Bid Award:
Good Faith Deposit:
Coupon Multiples:
Optional Redemption:
Term Bonds:
Maximum Reoffering Price:
Minimum Reoffering Price
Insurance:
Maturity
Aggregate
Maturity
Aggregate
Year* Principal Amount*
360 -day year of twelve 30 -day months
Moody's:
S &P:
Fitch:
May_, 2012*
PFMauction
All -or -none
Lowest true interest cost
Fax signed Official Confirmation of Bid Form
As soon as practicable on day of sale
$ ; See "GOOD FAITH DEPOSIT" herein
1/8 or 1/20 of 1%
Yes, on or after June 1,
Yes, at bidder's option. See "STRUCTURE" herein.
Unlimited
Unlimited
98%
98%
At bidder's option. See "MUNICIPAL BOND
INSURANCE" herein.
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 Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale
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4/10/2012 Item 11.H.
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 Daylight Savings 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 purchaser 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
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
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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 U.S. Bank National
Association, 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, 2121 Ponce De
Leon Boulevard, Suite 510, Coral Gables, Florida 33134, Phone 305- 448 -6992, Fax 305-
448 -7131 or email masvidals @pfm.com.
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
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4/10/2012 Item 11.H.
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 _.
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.
MUNICIPAL BOND INSURANCE
The purchase of municipal bond insurance, if available, will be at the option and
expense of the bidder. The successful bidder will be responsible for the payment of all
costs associated with any such insurance, including the premium charged by the insurer.
The bidder understands, by submission of its bid, that the bidder is solely responsible for
the selection of any insurer and for all negotiations with the insurer as to the premium to
be paid. If all or a portion of the Bonds are awarded on an insured basis, reference to the
insurance policy will appear on the Bonds and in the Official Statement; however the
provisions of neither the Bond Resolution nor any other financing document will be
altered nor will the County consent to make additional representations, undertakings or
warranties.
In addition, if the successful bidder is arranging for bond insurance for all or a
portion of the Bonds, it also shall provide the amount of the premium to be paid and
certification that the present value of the premium is less than the present value of the
interest reasonably expected to be saved as a result of the insurance and that the premium
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4/10/2012 Item 11.H.
does not exceed a reasonable arms- length charge for the transfer of credit risk
accomplished through bond insurance.
BIDDING PROCEDURE; OFFICIAL BID FORMS
Only electronic bids submitted via PFMauction will be accepted. No other
provider of electronic bidding services will be accepted. No bid delivered in person or by
facsimile 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
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 2121 Ponce De
Leon Boulevard, Suite 510, 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
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.
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4/10/2012 Item 11.H.
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
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
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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 2011 SO closing
Attention: Dan Tripaldi]
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. Bond Counsel will not 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.
BLUESKY
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
Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 11
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4/10/2012 Item 11.1-1.
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
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.
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 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 Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 12
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4/10/2012 Item 11.H.
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: Alfred W. Coyle
Chairman
Dated: May , 2012
Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 13
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4/10/2012 Item 11.H.
EXHIBIT A
TRUTH -IN- BONDING STATEMENT
52012
Board of County Commissioners
of Collier County, Florida,
Re: Collier County, Florida Gas Tax Refunding Revenue Bonds, Series
2012
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
pledge of and lien on various fuels taxes and moneys on deposit in certain funds and
accounts established under the bond resolution.
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 Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 14
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4/10/2012 Item 11.H.
OFFICIAL CONFIRMATION OF BID FORM
Collier County, Florida
Gas Tax Refunding Revenue Bonds, Series 2012
The undersigned hereby offer to purchase all of the Collier County, Florida Gas
Tax Refunding Revenue Bonds, Series 2012 (the 'Bonds "), to be dated as of the date of
delivery (expected to be , 2012), 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
June 1 * Amount Rate Yield
* 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 June 1,
20_ and bearing interest at the same rate may be combined 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.
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 June 1,
$ Term Bonds maturing on June 1,
$ Term Bonds maturing on June 1,
at _% per annum to yield _% per annum
at _% per annum to yield _% per annum
at % per annum to yield % per annum
Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 15
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4/10/2012 Item 11.1-1.
The undersigned hereby elects to have [insert
name of insurer; if blank the County will assume no insurance for the Bonds] insure the
following maturities of the Bonds:
ALL MATURITIES
or
[list maturities]
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.
MISCELLANEOUS
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 Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 16
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4/10/2012 Item 11.H.
provided. If no information is provided below, the County shall presume no
compensation was or will be paid.
Senior Manager:
Authorized Signature:
Printed Name:
Address
City State Zip Code
Telephone Number
Facsimile Number
Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 - Official Notice of Sale Page 17
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4/10/2012 Item 11.H.
PRELIMINARY OFFICIAL STATEMENT DATED 2012
NEW ISSUE —BOOK ENTRY ONLY RATINGS: See "RATINGS" herein
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the Series
2012 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.
Dated: Date of Delivery
COLLIER COUNTY, FLORIDA
Gas Tax Refunding Revenue Bonds,
Series 2012
Due: June 1, as shown on inside cover
The Gas Tax Refunding Revenue Bonds, Series 2012 (the "Series 2012 Bonds ") are being issued by
Collier County, Florida (the "County ") as fully registered bonds, which initially will be registered in the
name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( "DTC ").
Individual purchases will be made in book -entry form only through Participants (defined herein) in
denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2012 Bonds (the
"Beneficial Owners ") will not receive physical delivery of certificates. Transfers of ownership interests in
the Series 2012 Bonds will be effected through the DTC book -entry system as described herein. As long
as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made
directly to such registered owner which will in turn remit such payments to the Participants for
subsequent disbursement to the Beneficial Owners. Interest on the Series 2012 Bonds is payable on
December 1, 2012 and semiannually on each June 1 and December 1 thereafter. Principal of, premium, if
any, and interest on the Series 2012 Bonds will be payable by [U.S. Bank National Association, Fort
Lauderdale, Florida], as Paying Agent and Registrar.
The Series 2012 Bonds are subject to optional redemption prior to their stated maturities as
described herein.
The Series 2012 Bonds are being issued pursuant to and under the authority of Chapter 125,
Florida Statutes, Sections 206.60, 336.021 and 336.25, Florida Statutes; Ordinance No. 2003 -09 of the Board
of County Commissioners of the County (the "Board ") enacted on February 25, 2003; the ordinances
enacted from time to time by the Board which impose the Gas Taxes (as such term is defined and
described herein), including but not limited to, Ordinance No. 80 -50 of the Board enacted on June 3, 1980,
as amended by Ordinance No. 2003 -34 of the Board enacted on June 24, 2003, Ordinance No. 80 -51 of the
Board enacted on June 3, 1980, Ordinance No. 99 -40 of the Board enacted on May 25, 1999, as amended by
Ordinance No. 2003 -35 enacted by extraordinary vote of the Board on June 24, 2003, Ordinance No. 93 -48
enacted by majority plus one vote of the Board on August 31, 1993 as amended by Ordinance No. 2001 -26
of the Board enacted on May 8, 2001 and as amended by Ordinance No. 2003 -36 of the Board enacted on
June 24, 2003, each as amended and supplemented from time to time, Resolution No. 2004 -45 adopted by
the Board on February 10, 2004 and other applicable provisions of law; and under and pursuant to
Resolution No. 2003 -89 adopted by the Board on February 25, 2003, as amended and supplemented from
time to time, as particularly amended by Resolution 2003 -247 adopted by the Board on July 29, 2003 and
{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.H.
Resolution 2005 -210 adopted by the Board on May 24, 2005, and as particularly supplemented by
Resolution No. adopted by the Board on April 10, 2012 (collectively, the "Resolution ").
The Series 2012 Bonds are being issued for the purpose of providing funds to (i) refund all or a
portion of the County's outstanding Gas Tax Revenue Bonds, Series 2003, (ii) fund the Series 2012
Subaccount in the Reserve Account, and (iii) pay certain costs of issuance of the Series 2012 Bonds.
To the extent described herein, the Series 2012 Bonds are payable from and secured by a lien
upon the proceeds of the Gas Tax Revenues (as such term is defined and described herein) distributed to
the County under the Act and certain other funds and accounts as described herein (collectively, the
"Pledged Funds "), on a parity with the Collier County, Florida Gas Tax Refunding Revenue Bonds, Series
2003, which are not refunded with proceeds of the Series 2012 Bonds, and the Collier County, Florida Gas
Tax Revenue Bonds, Series 2005 (collectively, the "Outstanding Parity Bonds "). See "SECURITY FOR THE
BONDS" and "GAS TAX REVENUES" herein. The County may issue Additional Bonds on a parity with
the Series 2012 Bonds and the Outstanding Parity Bonds, subject to compliance with certain conditions set
forth in the Resolution. See "SECURITY FOR THE BONDS — Additional Bonds" herein.
THE SERIES 2012 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 AND SECURED BY A LIEN UPON AND PLEDGE OF
THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO
HOLDER OF ANY SERIES 2012 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE
EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2012 BOND, OR BE
ENTITLED TO PAYMENT OF SUCH SERIES 2012 BOND FROM ANY MONEYS OF THE COUNTY
EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION.
This cover page contains certain information for quick reference only. It is not, and is not
intended to be, a summary of the issue. Investors must read the entire Official Statement to obtain
information essential to the making of an informed investment decision.
The Series 2012 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 2012 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 12012.
Electronic bids for the Series 2012 Bonds will be received via Public Financial Management's
PFMauction website as described in the Official Notice of Sale.
Dated: 2012.
*Preliminary, subject to change.
{25694/004/00633826.DOCv2}
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*
**
* **
$
COLLIER COUNTY, FLORIDA
Gas Tax Refunding Revenue Bonds,
Series 2012
MATURITIES, AMOUNTS, INTEREST RATES,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS
$ Serial Bonds
Maturity Interest
(Tune 1)* Amount* Rate Price Yield
4/10/2012 Item 11.H.
Initial
CUSIP
Numbers **
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 titled "STRUCTURE" in the Official Notice
of Sale.
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M
4/10/2012 Item 11.H.
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 201.2 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 -1.2 promulgated by the Securities and Exchange Commission.
(25694/004/00633826.DCCv2)
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COLLIER COUNTY, FLORIDA
Government Complex
3301 East Tamiami Trail
Naples, Florida 34112
(239) 252 -8097
BOARD OF COUNTY COMMISSIONERS
Fred W. Coyle, Chair
Jim Coletta, Vice Chair
Donna Fiala, Commissioner
Georgia A. Hiller, Esq., Commissioner
Tom Henning, Commissioner
COUNTY MANAGER
Leo E. Ochs, Jr.
CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY
AND CHIEF FINANCIAL OFFICER
Dwight E. Brock, Esq.
125694/004/00633826.DCCv21
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
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4/10/2012 Item 11.1-1.
4/10/2012 Item 11.H.
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 2012
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 2012 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 2012 BONDS, THE
UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN
THE MARKET PRICE OF SUCH SERIES 2012 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 2012 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 2012 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 2012 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.
{25694/004/00633826.DOCv2}
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TABLE OF CONTENTS
Contents
4/10/2012 Item 11.H.
Page
INTRODUCTION......................................................................................................................... ..............................1
General...................................................................................................................................... ..............................1
Securityfor the Bonds ............................................................................................................. ..............................2
RedemptionProvisions ........................................................................................................... ..............................2
AdditionalBonds ..................................................................................................................... ..............................2
TaxExemption ......................................................................................................................... ..............................2
Amendmentof Resolution ...................................................................................................... ..............................2
AdditionalInformation ........................................................................................................... ..............................2
PLANOF REFUNDING .............................................................................................................. ..............................3
DESCRIPTION OF THE SERIES 2012 BONDS ......................................................................... ..............................4
General...................................................................................................................................... ..............................4
Book -Entry Only System ......................................................................................................... ..............................4
Paymentof the Series 2012 Bonds ......................................................................................... ..............................6
OptionalRedemption .............................................................................................................. ..............................7
Noticeof Redemption ............................................................................................................. ..............................7
Interchangeability, Negotiability and Transfer ................................................................... ..............................7
SECURITY FOR THE BONDS .................................................................................................... ..............................9
General...................................................................................................................................... ..............................9
Fundsand Accounts ............................................................................................................... .............................10
Series 2012 Subaccount of the Reserve Account ................................................................. .............................10
Disposition of Gas Tax Revenues ......................................................................................... .............................11
AdditionalBonds .................................................................................................................... .............................14
SubordinatedIndebtedness ................................................................................................... .............................16
Booksand Records .................................................................................................................. .............................16
Collection of Gas Tax Revenues; No Impairment .............................................................. .............................16
Accession of Subordinated Indebtedness to Parity Status with Bonds ........................... .............................16
Investments.............................................................................................................................. .............................17
SeparateAccounts ................................................................................................................... .............................17
Amendment of Resolution without Consent of Bondholders .......................................... .............................17
GASTAX REVENUES ................................................................................................................ .............................18
General..................................................................................................................................... .............................18
Historical Gasoline Sales in the County ............................................................................... .............................18
SeventhCent Gas Tax ............................................................................................................. .............................18
NinthCent Gas Tax ................................................................................................................ .............................21
COLLIERCOUNTY, FLORIDA ............................................................................................ .............................22
Six Cents Local Option Gas Tax and Five Cents Local Option Gas Tax .......................... .............................22
ConstitutionalGas Tax ........................................................................................................... .............................27
COLLIER COUNTY, FLORIDA ............................................................................................ .............................29
AggregateGas Tax Revenues ................................................................................................ .............................30
COLLIERCOUNTY, FLORIDA ............................................................................................ .............................30
Pro Forma Debt Service Coverage ........................................................................................ .............................31
RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS ............................ .............................31
FloridaRetirement System .................................................................................................... .............................31
LitigationRelating to SB 2100 ............................................................................................... .............................38
{25694/004/00633826.DCCv2)
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4/10/2012 Item 11.1-1.
CountyOPEB ........................................................................................................................... .............................39
Sheriff's OPEB .......................................................................................................................... .............................40
ESTIMATED SOURCES AND USES OF FUNDS ................................................................... .............................42
DEBTSERVICE SCHEDULE ..................................................................................................... .............................43
MUNICIPALBOND INSURANCE OPTION .......................................................................... .............................44
INVESTMENTPOLICY .............................................................................................................. .............................44
LEGALMATTERS ....................................................................................................................... .............................45
LITIGATION.............................................................................................................................. ...............................
46
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .............................. .............................47
TAXEXEMPTION ....................................................................................................................... .............................47
Opinionof Bond Counsel ...................................................................................................... .............................47
Internal Revenue Code of 1986 ............................................................................................. .............................48
CollateralTax Consequences ................................................................................................ .............................48
OtherTax Matters ................................................................................................................... .............................48
Tax Treatment of Original Issue Discount ........................................................................... .............................48
Tax Treatment of Bond Premium ......................................................................................... .............................49
VERIFICATION OF ARITHMETICAL COMPUTATIONS ................................................... .............................49
RATINGS...................................................................................................................................... .............................49
FINANCIALADVISOR .............................................................................................................. .............................50
AUDITED FINANCIAL STATEMENTS .................................................................................. .............................50
UNDERWRITING....................................................................................................................... .............................51
CONTINGENTFEES .................................................................................................................. .............................51
ENFORCEABILITY OF REMEDIES .......................................................................................... .............................51
CONTINUING DISCLOSURE ................................................................................................... .............................51
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT ................................... .............................52
AUTHORIZATION OF OFFICIAL STATEMENT .................................................................. .............................53
FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM ........... ..............................8
APPENDIX A - GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA
APPENDIX B - AUDITED FINANCIAL STATEMENTS OF COLLIER COUNTY FOR FISCAL YEAR
ENDED SEPTEMBER 30, 2011
APPENDIX C - COMPOSITE OF THE RESOLUTION
APPENDIX D - FORM OF BOND COUNSEL OPINION
APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE
125694/004/00633826.DOCv2l
11
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OFFICIAL STATEMENT
relating to
COLLIER COUNTY, FLORIDA
Gas Tax Refunding Revenue Bonds,
Series 2012
INTRODUCTION
General
4/10/2012 Item 11.H.
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 Gas Tax
Refunding Revenue Bonds, Series 2012 (the "Series 2012 Bonds "), in connection with the sale of the Series
2012 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 2010, the
County had an estimated population of 321,520. 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 2012 Bonds are being issued pursuant to and under the authority of Chapter 125,
Florida Statutes, Sections 206.60, 336.021 and 336.25, Florida Statutes, Ordinance No. 2003 -09 of the Board
of County Commissioners of the County (the "Board ") enacted on February 25, 2003 (the "Home Rule
Ordinance "); the ordinances enacted from time to time by the Board which impose the Gas Taxes (as such
term is defined and described herein), including but not limited to Ordinance No. 80 -50 of the Board
enacted on June 3, 1980, as amended by Ordinance No. 2003 -34 of the Board enacted on June 24, 2003,
Ordinance No. 80 -51 of the Board enacted on June 3, 1980, Ordinance No. 99 -40 of the Board enacted on
May 25, 1999, as amended by Ordinance No. 2003 -35 enacted by extraordinary vote of the Board on June
24, 2003, Ordinance No. 93 -48 enacted by majority plus one vote of the Board on August 31, 1993 as
amended by Ordinance No. 2001 -26 of the Board enacted on May 8, 2001 and as amended by Ordinance
No. 2003 -36 of the Board enacted on June 24, 2003, each as amended and supplemented from time to time
(collectively, the "Gas Tax Ordinances "); Resolution No. 2004 -45 adopted by the Board on February 10,
2004 (the "Local Option Gas Tax Distribution Resolution ") and other applicable provisions of law
(collectively, the "Act "); and under and pursuant to Resolution No. 2003 -89 adopted by the Board on
February 25, 2003, as amended and supplemented from time to time, as particularly amended by
Resolution No. 2003 -247 adopted by the Board on July 29, 2003 and Resolution No. 2005 -210 adopted by
the Board on May 24, 2005, and as particularly supplemented by Resolution No. adopted by the
Board on April 10, 2012 (collective, the "Resolution ").
* Preliminary, subject to change.
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4/10/2012 Item 11.H.
The Series 2012 Bonds are being issued to provide funds, together with other legally available
moneys of the County, if any, sufficient to (i) refund all or a portion of the County's outstanding Gas Tax
Revenue Bonds, Series 2003 (the "Refunded Bonds "), (iii) fund a deposit to the Series 2012 Subaccount in
the Reserve Account, and (iii) pay certain costs of issuance of the Series 2012 Bonds.
Security for the Bonds
Pursuant to the Resolution, the Series 2012 Bonds are payable from and secured by, a lien upon
the proceeds of the Gas Tax Revenues (as such term is defined and described herein) on a parity with the
County's Gas Tax Refunding Revenue Bonds, Series 2003, not refunded with proceeds of the Series 2012
Bonds, Gas Tax Revenue Bonds, Series 2005 and any Additional Bonds hereafter issued (collectively, the
"Outstanding Parity Bonds "), and distributed to the County under the Act and amounts on deposit in
certain of the funds and accounts established under the Resolution, to the extent described herein. See
"SECURITY FOR THE BONDS" and "GAS TAX REVENUES" herein.
Redemption Provisions
The Series 2012 Bonds are subject to optional redemption prior to their stated maturities as
described herein. See "DESCRIPTION OF THE SERIES 2012 BONDS" herein.
Additional Bonds
The County may issue Additional Bonds on parity with the Series 2012 Bonds and the
Outstanding Parity Bonds subject to compliance with certain conditions set forth in the Resolution. See
"SECURITY FOR THE BONDS — Additional Bonds" herein.
Tax Exemption
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the
Series 2012 Bonds is, under existing statutes, regulations, rulings and court decisions: (a) excludable from
gross income 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 the caption "TAX EXEMPTION." See "TAX
EXEMPTION" herein for a discussion of Bond Counsel's opinion, including a discussion of the corporate
alternative minimum tax.
Amendment of Resolution
Pursuant to the Resolution, the County is granted the right to make certain amendments to the
Resolution without the consent of the Holders of the Series 2012 Bonds. See "APPENDIX C —
COMPOSITE OF THE RESOLUTION" attached hereto.
Additional Information
This Official Statement speaks only as of its date, and the information contained herein is subject
to change. This Official Statement contains certain information concerning The Depository Trust
{ 25694/004/00633826.DOCv2}
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4/10/2012 Item 11.1-1.
Company, New York, New York ( "DTC "), and its book -entry -only system of registration. Such
information has not been provided by the County and the County does not certify as to the accuracy or
sufficiency of the disclosure practices or content of information provided by such parties and is not
responsible for the information provided by such parties.
A copy of the Resolution and all documents of the County referred to herein may be obtained
from Dwight E. Brock, Clerk of Circuit Court and Chief Financial Officer of Collier County, Government
Complex, 3301 East Tamiami Trail, Building L, Naples, Florida 34112, Phone (239) 252 -2745.
PLAN OF REFUNDING
The Refunded 2003 Bonds originally financed and refinanced the costs of certain transportation -
related capital improvements.
The County has determined that it can achieve an anticipated net present value savings in debt
service payments by providing for the advance refunding of the Refunded Bonds. The callable Refunded
Bonds will be called for redemption on June 1, 2013 at a redemption price of 100% of the principal
amount to be redeemed, plus accrued interest thereon.
Upon delivery of the Series 2012 Bonds, ,
(the "Escrow Agent ") will enter into an Escrow Deposit Agreement (the "Escrow
Agreement ") with the County relating to the Refunded Bonds. The Escrow Agreement will create an
irrevocable escrow deposit 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
2012 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 Refunding Securities, as such term is defined in Resolution No. 2003 -89 adopted by the County on
February 25, 2003, as amended and supplemented from time to time. The maturing principal amount of
and interest on the Refunding Securities 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 2012 Bonds.
The initial cash deposit plus principal and interest on the Refunding Securities 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 2012 Bonds, Bond Counsel shall deliver an opinion to the County to the effect that the Refunded
Bonds have been legally defeased and all covenants, agreements and other obligations of the County to
the holders of the Refunded Bonds shall cease, terminate and become void and be discharged and
satisfied.
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DESCRIPTION OF THE SERIES 2012 BONDS
General
4/10/2012 Item 11.H.
The Series 2012 Bonds will be dated and will mature in the years, and in the amounts and bear
interest at the rates and be payable on the dates set forth on the cover page hereof. Interest on the Series
2012 Bonds is payable on December 1, 2012, and semiannually on each June 1 and December 1 thereafter
(each an "Interest Date "). Principal of, premium, if any, and interest on the Series 2012 Bonds will be
payable by [U.S. Bank National Association, Fort Lauderdale, Florida],as Paying Agent and Registrar.
Book -Entry Only System
THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY
( "DTC ") AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT
THE COUNTY BELIEVES TO BE RELIABLE, BUT THE COUNTY TAKES NO RESPONSIBILITY FOR
THE ACCURACY THEREOF.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2012 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2012
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2012 BONDS SHALL MEAN CEDE &
CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2012 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2012 BONDS, PAYMENT OF INTEREST
ON AND PRINCIPAL OF THE SERIES 2012 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2012 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2012 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2012 BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY
REPRESENTATIONS CONCERNING THESE MATTERS.
DTC will act as securities depository for the Series 2012 Bonds. The Series 2012 Bonds will be
issued as fully- registered securities 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 certificate will
be issued for each interest rate of each maturity of the Series 2012 Bonds, in the aggregate principal
amount of such maturity, and will be deposited with DTC.
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 ( "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
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4/10/2012 Item 11.H.
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 ( "Indirect Participants "). The Direct Participants and the
Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has a Standard &
Poor's rating of AA +. The DTC Rules applicable to its DTC Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Series 2012 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2012 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2012 Bond ( "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 2012 Bonds are to be accomplished by entries made on the books of
Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the Series 2012 Bonds, except in the event that use of
the book -entry system for the Series 2012 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2012 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 the Series 2012 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 2012 Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2012
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping 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. Beneficial Owners of Series 2012 Bonds may wish to
take certain steps to augment the transmission to them of notices of significant events with respect to the
Series 2012 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. For example, Beneficial Owners of Series 2012 Bonds may wish to ascertain that the nominee
holding the Series 2012 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the
Registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2012 Bonds within a
maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such maturity to be redeemed.
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4/10/2012 Item 11.H.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Series 2012 Bonds unless authorized by a Direct Participant in accordance with DTC's Money Market
Instrument (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 Series 2012 Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Series 2012 Bonds will be
made to Cede & Co., or such other nominee as may be requested by an authorized representative of 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 on the payment date in accordance with their
respective holdings shown on DTC's records. Payments by DTC 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
DTC Participant and not of DTC, or the County, or the Paying Agent, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal of, and interest on,
the Series 2012 Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the County and /or the Paying Agent,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the Series 2012 Bonds
at any time by giving reasonable notice to the County or the Paying Agent. Under such circumstances, in
the event that a successor depository is not obtained, Series 2012 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 2012 Bond certificates will be printed and
delivered to the Holders.
Payment of the Series 2012 Bonds
The principal of or Redemption Price, if applicable, on the Series 2012 Bonds are payable upon
presentation and surrender of the Series 2012 Bonds at the office of the Paying Agent. Interest payable on
any Series 2012 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the
Holder in whose name such Series 2012 Bond shall be registered at the close of business on the date
which shall be the fifteenth (15th) day (whether or not a business day) of the calendar month next
preceding such Interest Date, or, at the request and expense 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 Series 2012 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.
For so long as the Series 2012 Bonds shall be held in the DTC book -entry system (without
certificates), all such payments of principal of, redemption premium, if any, and interest on the Series
2012 Bonds will be made to Cede & Co., as registered owner thereof, by the Paying Agent and payments
to Beneficial Owners will be the responsibility of DTC and the DTC Participants. See "DESCRIPTION OF
THE SERIES 2012 BONDS — Book -Entry Only System" herein.
1 25694/004/00633826.DOCv2 )
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4/10/2012 Item 11.H.
Optional Redemption
The Series 2012 Bonds maturing on or after to June 1, are subject to redemption in whole or
in part, at any time, on or after June 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 2012 Bonds to be redeemed plus accrued interest to the date fixed for
redemption, without premium.
Notice of Redemption
Notice of such redemption, which shall specify the Series 2012 Bond or Series 2012 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 2012 Bonds, (B) shall
be mailed first class, postage prepaid, at least 30 days prior to the redemption date to all Holders of Series
2012 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. Failure to mail such notice to such
depositories or services or the Holders of the Series 2012 Bonds to be redeemed, or any defect therein,
shall not affect the proceedings for redemption of Series 2012 Bonds as to which no such failure or defect
has occurred. Notice of optional redemption of Series 2012 Bonds shall only be sent if the County
determines it shall have sufficient funds available to pay the Redemption Price of and interest on the
Series 2012 Bonds called for redemption on the redemption date.
As described above under "DESCRIPTION OF THE SERIES 2012 BONDS -- Book -Entry Only
System," for so long as the Series 2012 Bonds are registered in the name of DTC or its nominee, notice of
redemption of any Series 2012 Bond will be given by the Registrar to DTC or such nominee only, who
will then be solely responsible for selecting and notifying those DTC Participants and Beneficial Owners
to be affected by such redemption.
The County may provide that a notice of redemption may be contingent upon the occurrence of
certain condition(s) and that if such condition(s) do not occur, the notice will be rescinded; provided
notice of rescission shall be mailed in the manner described above to all affected Holders of the Series
2012 Bonds not later than three (3) business days prior to the date of redemption.
Interchangeability, Negotiability and Transfer
So long as the Series 2012 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Series 2012 Bonds do not apply to the Series 2012 Bonds to the
extent of a conflict with the DTC book -entry system.
Series 2012 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 2012 Bonds and of the same maturity of any other authorized denominations.
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4/10/2012 Item 11.H.
The Series 2012 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
2012 Bonds. So long as any of the Series 2012 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 2012 Bonds.
Each Series 2012 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 2012 Bond, the County shall issue, and
cause to be authenticated, in the name of the transferee a new Series 2012 Bond or Series 2012 Bonds of
the same aggregate principal amount and maturity as the surrendered Series 2012 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 2012 Bond shall be registered upon the books of the County as the absolute owner
of such Series 2012 Bond, whether such Series 2012 Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal of, redemption premium, if any, and interest on
such Series 2012 Bond and for all other purposes, and all such payments so made to any such registered
owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series
2012 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.
The Registrar shall, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for
the Series 2012 Bonds; (B) following the fifteenth (15th) day next preceding the date of first mailing of
notice of redemption of any Series 2012 Bonds; and (C) at any other time as reasonably requested by the
Paying Agent, shall certify and furnish to such Paying Agent the names, addresses and holdings of Series
2012 Bondholders and any other relevant information reflected in the registration books. Any Paying
Agent of any fully registered Series 2012 Bond shall effect payment of interest on such Series 2012 Bonds
by mailing a check to the Series 2012 Bondholder 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 2012 Bonds is exercised,
the County shall issue and the Registrar shall authenticate and deliver Series 2012 Bonds in accordance
with the provisions of the Resolution. Execution of Series 2012 Bonds by the Chair and Clerk for
purposes of exchanging, replacing or transferring Series 2012 Bonds may occur at the time of the original
delivery of the Series 2012 Bonds. All Series 2012 Bonds surrendered in any such exchanges or transfers
shall be held by the Registrar in safekeeping until directed by the County to be destroyed or returned by
the Registrar. For every such exchange or transfer of Series 2012 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 2012 Bonds during the fifteen (15) days next preceding an
Interest Date on the Series 2012 Bonds or, in the case of any proposed redemption of the Series 2012
Bonds, then, during the fifteen (15) days next preceding the date of the first mailing of notice of such
redemption and continuing until such redemption date.
{25694/004/00633826.DOCv21
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SECURITY FOR THE BONDS
General
4/10/2012 Item 11.H.
Except as provided in the Resolution and described below under the heading "SECURITY FOR
THE BONDS," the payment of the principal of or Redemption Price, if applicable, and interest on the
Bonds is secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds in
accordance with the provisions of the Resolution. The Pledged Funds will immediately be subject to the
lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge is valid
and binding as against all parties having claims of any kind in tort, contract or otherwise against the
County.
"Pledged Funds" means (1) the Gas Tax Revenues and (2) until applied in accordance with the
provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts
established under the Resolution, except (A) as for the Unrestricted Revenue Account and the Rebate
Fund, and (B) to the extent moneys on deposit in a subaccount of the Reserve Account shall be pledged
solely for the payment of a particular Series of Bonds for which it was established in accordance with the
provisions of the Resolution.
"Gas Tax Revenues" means the moneys received by the County from the proceeds of the Gas
Taxes. "Gas Taxes' means, collectively, the Seventh Cent Gas Tax, the Ninth Cent Gas Tax, the Five Cents
Local Option Gas Tax, the Six Cents Local Option Gas Tax, the Constitutional Gas Tax and any other gas
tax imposed and /or received by the County which is specifically pledged under the Resolution or by the
County pursuant to Supplemental Resolution. "Seventh Cent Gas Tax" means the tax of one cent per
gallon on motor fuel levied by Section 206.60, Florida Statutes, and special fuel levied by Section 206.87,
Florida Statutes, and allocated to the County pursuant to the provisions of subsection (1)(b) of said
Section 206.60 and subsection (2) of Section 206.875, Florida Statutes. 'Ninth Cent Gas Tax" means the tax
of one cent per gallon on motor fuel and special fuel imposed by the County pursuant to Section 336.021,
Florida Statutes, approved at a countywide referendum on March 11, 1980, and taxed and collected under
Chapter 206, Florida Statutes, as provided in the Gas Tax Ordinances. "Five Cents Local Option Gas Tax"
means the first 5 -cents of the local option gas tax levied and received by the County pursuant to Section
336.025(1)(b), Florida Statutes, plus, to the extent provided by Supplemental Resolution of the County,
any additional local option gas tax received by the County pursuant to Section 336.025(1)(b), Florida
Statutes, and pledged by the County pursuant to Supplemental Resolution. "Six Cents Local Option Gas
Tax" means the first 6 -cents of the local option gas tax levied and received by the County pursuant to
Section 336.025(1)(a), Florida Statutes, plus, to the extent provided by Supplemental Resolution of the
County, any additional local option gas tax received by the County received pursuant to Section
336.025(1)(a), Florida Statutes, and pledged by the County pursuant to Supplemental Resolution.
"Constitutional Gas Tax" means the two -cent fuel tax imposed pursuant to Article XII, Section 9(c),
Florida Constitution, and Sections 206.41 and 206.47, Florida Statutes. See "GAS TAX REVENUES" herein
for more information.
THE 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 AND SECURED BY A LIEN UPON AND PLEDGE OF
THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO
HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY
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4/10/2012 Item 11.H.
AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE ENTITLED TO PAYMENT OF
SUCH BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN
THE MANNER PROVIDED IN THE RESOLUTION.
Funds and Accounts
The County covenanted and agreed in the Resolution to establish with one or more banks, trust
companies or other entities in the State, which is eligible under the laws of such State to receive funds of
the County, special funds to be known as the "Construction Fund," the 'Revenue Fund," the "Debt Service
Fund" and the 'Rebate Fund." The County shall maintain in the Revenue Fund two accounts: the
"Restricted Revenue Account" and the "Unrestricted Revenue Account." The County shall maintain in the
Debt Service Fund four accounts: the "Interest Account," the 'Principal Account," the 'Bond Amortization
Account," and the 'Reserve Account." Moneys in the aforementioned funds and accounts, other than the
Rebate Fund and the Unrestricted Revenue Account, until applied in accordance with the provisions of
the Resolution, shall be subject to a lien and charge in favor of the Bondholders and for the further
security of such Bondholders.
The County may at any time and from time to time appoint one or more depositories to hold, for
the benefit of the Bondholders, any one or more of the funds, accounts and subaccounts established by
the Resolution. Such depository or depositories shall perform at the direction of the County the duties of
the County in depositing, transferring and disbursing moneys to and from each of such funds and
accounts set forth in the Resolution, and all records of such depositary in performing such duties shall be
open at all reasonable times to inspection by the County and its agent and employees. Any such
depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and
subject to examination by federal or state authority, of good standing, and be qualified under applicable
State law as a depository.
Series 2012 Subaccount of the Reserve Account
The County has established a subaccount of the Reserve Account (the "Series 2012 Subaccount ")
to secure the Series 2012 Bonds. Upon the issuance of the Series 2012 Bonds an amount equal to the
Reserve Account Requirement shall be deposited in the Series 2012 Subaccount, which may be $0.00,
however, in any event, may not be greater than the lesser of (1) Maximum Annual Debt Service for the
Series 2012 Bonds, (2) 125% of the average Annual Debt Service for the Series 2012 Bonds, or (3) the
maximum amount allowed to be funded from proceeds of tax - exempt obligations and invested at an
unrestricted yield pursuant to the Code. To the extent the Reserve Account Requirement with respect to
the Series 2012 Bonds is determined to be greater than $0.00, such amount shall be funded with proceeds
of the Series 2012 Bonds. Such amounts deposited, if any, shall be maintained for the benefit of Holders
of the Series 2012 Bonds only. No further payments shall be required to be made into the Series 2012
Subaccount as long as the amount on deposit therein shall equal the Reserve Account Requirement. In
relation to the Series 2012 Bonds, the Maximum Annual Debt Service is defined in the Resolution to be
the largest aggregate amount of the Annual Debt Service for the Series 2012 Bonds becoming due in any
Fiscal Year. See "APPENDIX C- COMPOSITE OF THE RESOLUTION' attached hereto.
Moneys in the Series 2012 Subaccount, if any, shall be used only for the purpose of paying
principal, Amortization Installments and interest on the Series 2012 Bonds when moneys in the Sinking
Fund are insufficient therefore. Any moneys withdrawn from the Series 2012 Subaccount must be
restored from the first Pledged Funds available therefore after all required payments have been made for
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4/10/2012 Item 11.H.
the payment of debt service, including deficiencies for prior payments, on the Series 2012 Bonds on the
next payment date.
The County reserves the right to establish separate a subaccount in the Reserve Account for any
Series of Additional Bonds for the purpose of securing such Series only, as is the case for the Series 2012
Bonds.
Disposition of Gas Tax Revenues
(A) The County shall promptly deposit upon receipt from the State the Gas Taxes and any
additional gas taxes pledged under the Resolution into the Restricted Revenue Account. The moneys in
the Restricted Revenue Account shall be deposited or credited on or before the 25th day of each month, in
the following manner and in the following order of priority:
(1) Interest Account. The County shall deposit or credit to the Interest Account the sum
which, together with the balance in said Account, shall equal the interest on all Bonds Outstanding
accrued and unpaid and to accrue to the end of the then current calendar month. Moneys in the Interest
Account shall be applied by the County for deposit with the Paying Agents to pay the interest on the
Bonds on or prior to the date the same shall become due. The County shall adjust the amount of the
deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to
provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such
Interest Date. No further deposit need be made to the Interest Account when the moneys therein are
equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date.
(2) Principal Account. Commencing no later than the month which is one year prior to the
first principal due date, the County shall next deposit into the Principal Account the sum which, together
with the balance in said Account, shall equal the principal amounts on all Bonds Outstanding due and
unpaid and that portion of the principal next due which would have accrued on such Bonds during the
then current calendar month if such principal amounts were deemed to accrue monthly (assuming that a
year consists of 12 equivalent calendar months having 30 days each) except for the Amortization
Installments to be deposited pursuant to the Resolution in equal amounts from the next preceding
principal payment due date, or, if there be no such preceding payment due date from a date one year
preceding the due date of such principal amount. Moneys in the Principal Account shall be applied by
the County for deposit with the Paying Agents to pay the principal of the Bonds on or prior to the date
the same shall mature, and for no other purpose. The County shall adjust the amount of the deposit to
the Principal Account not later than the month immediately preceding any principal payment date so as
to provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on
such principal payment date. No further deposit need be made to the Principal Account when the
moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding
principal payment date.
(3) Bond Amortization Account. Commencing in the month which is one year prior to the
first Amortization Installment due date, there shall be deposited to the Bond Amortization Account the
sum which, together with the balance in such Account, shall equal the Amortization Installments on all
Bonds Outstanding due and unpaid and that portion of the Amortization Installments of all Bonds
Outstanding next due which would have accrued on such Bonds during the then current calendar month
if such Amortization Installments were deemed to accrue monthly (assuming that a year consists of 12
equivalent calendar months having 30 days each) in equal amounts from the next preceding
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4/10/2012 Item 11.1-1.
Amortization Installment due date, or, if there is no such preceding Amortization Installment due date,
from a date one year preceding the due date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term Bonds in the manner provided in the
Resolution, and for no other purpose. The County shall adjust the amount of the deposit to the Bond
Amortization Account on the month immediately preceding any Amortization Installment date so as to
provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments
becoming due on such date. Payments to the Bond Amortization Account shall be on parity with
payments to the Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any Amortization
Installment (together with amounts accumulated in the Interest Account with respect to interest, if any,
on the Term Bonds for which such Amortization Installment was established) may be applied by the
County, on or prior to the 600h day preceding the due date of such Amortization Installment, (a) to the
purchase of Term Bonds of the Series and maturity for which such Amortization Installment was
established, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then
redeemable by their terms. Amounts in the Bond Amortization Account which are used to redeem Term
Bonds shall be credited against the next succeeding Amortization Installment which shall become due on
such Term Bonds. The applicable Redemption Price (or principal amount of maturing Term Bonds) of
any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization
Account until such Amortization Installment date, for the purposes of calculating the amount of such
Account. As soon as practicable after the 601h day preceding the due date of any such Amortization
Installment, the County shall proceed to call for redemption on such due date, by causing notice to be
given as provided in the Resolution, Term Bonds of the Series and maturity for which such Amortization
Installment was established (except in the case of Term Bonds maturing on a Amortization Installment
date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such
Amortization Installment. The County shall pay out of the Bond Amortization Account and the Interest
Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or
maturity date), the amount required for the redemption (or for the payment of such Term Bonds then
maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment).
All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the County
from the Restricted Revenue Account.
(4) Reserve Account. There shall be deposited to the Reserve Account an amount which
would enable the County to restore the funds on deposit in the Reserve Account to an amount equal to
the Reserve Account Requirement applicable thereto. All deficiencies in the Reserve Account must be
made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was
caused by decreased market value or withdrawal (whether from cash or a Reserve Account Insurance
Policy). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier
than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall
be applied by the County to the payment of the principal of or Redemption Price, if applicable, and
interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond
Amortization Account shall be insufficient for such purpose. Whenever there shall be surplus moneys in
the Reserve Account by reason of a decrease in the Reserve Account Requirement or as a result of a
deposit in the Reserve Account of a Reserve Account Insurance Policy or a Reserve Account Letter of
Credit, such surplus moneys, to the extent practicable, shall be deposited by the County into the
Unrestricted Revenue Account.
{25694/004/00633826.DOCv2 }
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4/10/2012 Item 11.1-1.
Upon the issuance of any Series of Bonds under the terms, limitations and conditions as provided
in the Resolution, the County shall fund the Reserve Account in an amount at least equal to the Reserve
Account Requirement. Such required amount, if any, shall be paid in full or in part from the proceeds of
such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account over a
period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. In
the event moneys in the Reserve Account are accumulated as provided above, (a) the amount in said
Reserve Account on the date of delivery of the Additional Bonds shall not be less than the Reserve
Account Requirement on all Bonds Outstanding (excluding the Additional Bonds) on such date, and (b)
the incremental difference between the Reserve Account Requirement on all Bonds Outstanding
(excluding the Additional Bonds) on the date of delivery of the Additional Bonds and the Reserve
Account Requirement on all such Bonds shall be 50% funded upon delivery of the Additional Bonds.
Notwithstanding the foregoing provisions, in lieu of or in substitution of the required deposits
into the Reserve Account, the County may cause to be deposited into the Reserve Account a Reserve
Account Insurance Policy for the benefit of the Bondholders in an amount equal to the difference between
the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve
Account, if any. The County may also substitute a Reserve Account Insurance Policy for cash on deposit
in the Reserve Account upon compliance with the terms of the Resolution. The issuer providing such
Reserve Account Insurance Policy shall be either (a) an insurer whose financial guaranty insurance
policies insuring the payment, when due, or the principal of and interest on municipal bond issues results
in such issues being rated in one of the two highest rating categories (without regard to gradations, such
as "plus' or "minus' of such categories) by two of the Rating Agencies, or (b) a commercial bank,
insurance company or other financial institution which has been assigned a rating by two of the Rating
Agencies in one of the two highest rating categories (without regard to gradations, such as "plus' or
"minus" of such categories).
In the event more than one Reserve Account Insurance Policy is on deposit in the Reserve
Account, amounts required to be drawn thereon shall be done on a pro -rata basis. The County agreed in
the Resolution to pay all amounts owing in regard to any Reserve Account Insurance Policy from the
Pledged Funds. Pledged Funds shall be applied in accordance with the Resolution, first, to reimburse the
issuer of the Reserve Account Insurance Policy for amounts advanced under such instruments, second,
replenish any cash deficiencies in the Reserve Account, and, third, to pay the issuer of the Reserve
Account Insurance Policy interest on amounts advanced under such instruments. The Resolution shall
not be discharged or defeased while any obligations are owing in regard to a Reserve Account Insurance
Policy on deposit in the Reserve Account. The County agreed in the Resolution not to optionally redeem
Bonds unless all amounts owing in regard to a Reserve Account Insurance Policy on deposit in the
Reserve Account have been paid in full.
Whenever the amount of cash in the Reserve Account, together with the other amounts in the
Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms
(including principal or applicable Redemption Price and interest thereon), the funds on deposit in the
Reserve Account may be transferred to the other Accounts of the Debt Service Fund for the payment of
the Bonds.
The County may also establish a separate subaccount in the Reserve Account for any Series of
Additional Bonds and provide a pledge of such subaccount to the payment of such Series of Additional
Bonds apart from the pledge provided in the Resolution. Such a Subaccount (i.e., the Series 2012
Subaccount) has been established for the Series 2012 Bonds. To the extent a Series of Additional Bonds is
{25694/004/00633826.DOCv2)
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4/10/2012 Item 11.1-1.
secured separately by a subaccount of the Reserve Account, the Holders of such Bonds shall not be
secured by any other moneys or Reserve Account Insurance Policies in the Reserve Account. Moneys in a
separate subaccount of the Reserve Account shall be maintained at the Reserve Account Requirement
applicable to such Series of Additional Bonds secured by the subaccount; provided the Supplemental
Resolution authorizing such Series of Additional Bonds may establish the Reserve Account Requirement
relating to such separate subaccount of the Reserve Account at such level as the County deems
appropriate. Moneys shall be deposited in the separate subaccounts in the Reserve Account on a pro -rata
basis. In the event the County shall maintain a Reserve Account Insurance Policy and moneys in such
subaccount, the moneys shall be used prior to making any disbursements under such Reserve Account
Insurance Policy. Any Reserve Account Insurance Policy and moneys held in such subaccount, shall not
be available to the Holders of the Bonds not specifically secured by such subaccount.
(5) Unrestricted Revenue Account. The balance of any moneys after the deposits required as
heretofore described may be transferred, at the discretion of the County, to the Unrestricted Revenue
Account or any other appropriate fund or account of the County and may be used for any lawful
purpose.
(B) Whenever moneys on deposit in the Debt Service Fund are sufficient to fully pay all
Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price
and interest thereon), no further deposits to the Debt Service Fund need be made. If on any payment date
the Gas Tax Revenues are insufficient to deposit the required amount in any of the funds or accounts or
for any of the purposes provided above, the deficiency shall be made up on the subsequent payment
dates.
The County, in its discretion, may use moneys in the Principal Account and the Interest Account
to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or
redemption does not adversely affect the County's ability to pay the principal or interest coming due on
such principal payment date on the Bonds not so purchased or redeemed.
Additional Bonds
No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to the
Resolution, shall be issued except upon the conditions and in the manner provided in the Resolution.
The County may issue one or more Series of Additional Bonds for any one or more of the following
purposes: (i) financing the Cost of a Project, or the completion thereof, or (ii) refunding any or all
Outstanding Bonds or of any Subordinated Indebtedness of the County.
No such Additional Bonds shall be issued unless the following conditions are complied with:
(A) Except as otherwise provided in the Resolution, there shall have been obtained and filed
with the County a statement of an Authorized Issuer Officer: (1) stating that the books and records of the
County relating to the Gas Tax Revenues and Investment Earnings have been examined by him; (2)
setting forth the amount of the Gas Tax Revenues and Investments Earnings which have been received
by the County during any 12 consecutive months designated by the County within the 24 months
immediately preceding the date of delivery of such Additional Bonds with respect to which such
statement is made; and (3) stating that the amount of the Gas Tax Revenues and Investment Earnings
received during the aforementioned 12 month period equals at least 1.35 times the Maximum Annual
{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.1-1.
Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such
statement is made.
(B) In the event the County, by Supplemental Resolution, extends the pledge of the Gas Tax
Revenues created pursuant to the Resolution to include additional gas tax and such additional gas tax
was not in effect during all or a portion of the applicable 12 consecutive month period described in (A)
above, then for the purposes of determining whether there are sufficient Gas Tax Revenues to meet the
coverage test specified in (A) above, the Authorized Issuer Officer shall adjust the amount of Gas Tax
Revenues which were received during the applicable 12 consecutive month period to take into account
the additional amount of Gas Tax Revenues such additional gas tax would have generated if it had been
in effect for the entire 12 consecutive month period; provided, however, that such adjustment shall only
be made if the additional gas tax is in effect on the date the statement of the Authorized Issuer Officer
referred to in (A) above is made and such additional gas tax will remain in effect at least until the final
maturity of the Bonds Outstanding at the time of issuance of the Additional Bonds.
(C) In the event the County adjusts the County's proportionate share of Gas Tax Revenues
and such new proportionate share of Gas Tax Revenues was not in effect during all or a portion of the
applicable 12 consecutive month period described in (A) above, then for the purpose of determining
whether there are sufficient Gas Tax Revenues to meet the coverage test specified in (A) above, the
Authorized Issuer Officer shall adjust the amount of Gas Tax Revenues which were received during the
applicable 12 consecutive month period to reflect the amount of Gas Tax Revenues the County would
have received over such 12 consecutive month period had the County's share of Gas Tax Revenues been
distributed based on its new proportionate share.
(D) For the purpose of determining the Debt Service in this subsection, the interest rate on
additional parity Variable Rate Bonds then proposed to be issued shall be deemed to be the Bond Buyer
Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
(E) For the purpose of determining the Debt Service in this subsection, the interest rate on
Outstanding Variable Rate Bonds shall be deemed to be (1) if such Variable Rate Bonds have been
Outstanding for at least 24 months prior to the date of sale of such Additional Bonds, the highest average
interest rate borne by such Variable Rate Bonds for any 30 -day period, or (2) if such Variable Rate Bonds
have not been Outstanding for at least 24 months prior to the date of sale of such Additional Bonds, the
Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
(F) Additional Bonds shall be deemed to have been issued pursuant to the Resolution the
same as the Outstanding Bonds, and all other covenants and other provisions of the Resolution (except as
to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and
securing of the Holders of all Bonds issued pursuant to the Resolution. Except as described in the
Resolution, all Bonds regardless of the time or times of their issuance, shall rank equally with respect to
their lien on the Pledged Funds and their sources and security for payment therefrom without preference
of any Bonds over any other.
(G) In the event any Additional Bonds are issued for the purpose of refunding any Bonds
then Outstanding, the conditions of this subsection shall not apply, provided that the issuance of such
Additional Bonds shall result in a reduction of aggregate debt service. The conditions of (A) above shall
apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued
for refunding purposes which cannot meet the conditions of this paragraph.
1 25694/004/00633826. DOCv2 )
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4/10/2012 Item 11.1-1.
(H) So long as any Outstanding Bonds are insured by Ambac Assurance Corporation, the
County will not issue any Variable Rate Bonds without the written consent of Ambac Assurance
Corporation.
Subordinated Indebtedness
The County will not issue any other obligations, except under the conditions and in the manner
provided in the Resolution, payable from the Pledged Funds (or any portion thereof) or voluntarily create
or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to
or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The County may
at any time or from time to time issue evidences of indebtedness payable in whole or in part out of the
Pledged Funds and which may be secured by a pledge of such Pledged Funds; provided, however, that
such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the
Pledged Funds created by the Resolution. The County shall have the right to covenant with the holders
from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions
under which any Additional Bonds may be issued pursuant to the Resolution. The County agrees to pay
promptly any Subordinated Indebtedness as the same shall become due.
Books and Records
The County will keep books and records of the receipt of the Gas Tax Revenues in accordance
with generally accepted accounting principles, and Holders of Series 2012 Bonds shall have the right at all
reasonable times to inspect the records, accounts and data of the County relating thereto.
Collection of Gas Tax Revenues; No Impairment
The County covenants to do all things necessary on its part to maintain its eligibility to receive
the full amount of Gas Tax Revenues which are required by the Act. The County will proceed diligently
to perform legally and effectively all steps required on its part in the levy and collection of Gas Tax
Revenues and shall exercise all legally available remedies to enforce such collections now or hereafter
available under State law.
The pledging of the Pledged Funds in the manner provided in the Resolution shall not be subject
to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of
the Governing Body, except as otherwise provided in the Resolution.
Accession of Subordinated Indebtedness to Parity Status with Bonds
The County may provide for the accession of Subordinated Indebtedness to the status of
complete parity with the Bonds, if (A) the County shall meet all the requirements imposed upon the
issuance of Additional Bonds by the Resolution, assuming, for purposes of said requirements, that such
Subordinated Indebtedness shall be Additional Bonds, and (B) the Reserve Account, upon such accession,
shall contain an amount equal to the Reserve Account Requirement in accordance with the Resolution. If
the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been
issued pursuant to the Resolution the same as the Outstanding Bonds, and such Subordinated
Indebtedness shall be considered Bonds for all purposes provided in the Resolution.
{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.H.
Investments
Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt
Service Fund shall be continuously secured in the manner by which the deposit of public funds are
authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the
Restricted Revenue Account and the Debt Service Fund, other than the Reserve Account, may be invested
and reinvested in Authorized Investments maturing not later than the date on which the moneys therein
will be needed for the purposes of such fund or account. Moneys on deposit in the Reserve Account may
be invested or reinvested in Authorized Investments which shall mature no later than ten years from the
date of investment. All investments shall be valued at cost; provided, that the amounts on deposit in the
Reserve Account shall be valued at the market price thereof. Investments in the Reserve Account shall be
valued by the County on an amount basis of March 1 of each year.
Any and all income received by the County from the investment of moneys in each account of the
Construction Fund, the Interest Account, the Restricted Revenue Account and the Reserve Account (to
the extent such income and the other amounts in the Reserve Account does not exceed the Reserve
Account Requirement applicable thereto), shall be retained in such respective Fund or Account. Any and
all income received by the County from the investment of moneys in the Reserve Account (only to the
extent such income and other amounts in the Reserve Account exceeds the Reserve Account
Requirement), the Principal Account and the Bond Amortization Account shall be deposited in the
Interest Account.
Nothing contained in the Resolution prevents any Authorized Investments acquired as
investments of or security for funds held under the Resolution from being issued or held in book -entry
form on the books of the Department of the Treasury of the United States.
Separate Accounts
The moneys required to be accounted for in each of the funds, accounts and subaccounts
established in the Resolution may be deposited in a single, non - exclusive bank account, and funds
allocated to the various funds, accounts and subaccounts established in the Resolution may be invested in
a common investment pool, provided that adequate accounting records are maintained to reflect and
control the restricted allocation of the moneys on deposit therein and such investments for the various
purposes of such funds, accounts and subaccounts as provided in the Resolution.
The designation and establishment of the various funds, accounts and subaccounts in and by the
Resolution shall not be construed to require the establishment of any completely independent, self -
balancing funds as such term is commonly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues for certain purposes and to establish
certain priorities for application of such revenues as provided in the Resolution.
Amendment of Resolution without Consent of Bondholders
Certain amendments to the Resolution are permitted without Bondholder consent of the Series
2012 Bonds, provided that such Series 2012 Bonds, at the time of the adoption of the amendment, shall be
rated by the rating agencies which shall have rated the Series 2012 Bonds no lower than the ratings
assigned thereto by such rating agencies. See "APPENDIX C — COMPOSITE OF THE RESOLUTION'
attached hereto.
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GAS TAX REVENUES
General
4/10/2012 Item 11.H.
The "Gas Tax Revenues" consist of revenues received by the County from five separate taxes
referred to in the Resolution as the "Seventh Cent Gas Tax," the 'Ninth Cent Gas Tax," the "Five Cents
Local Option Gas Tax ", the "Six Cents Local Option Gas Tax," and the "Constitutional Gas Tax ", and any
other gas tax imposed and /or received by the County which is specifically pledged by the County
pursuant to the Resolution or a Supplemental Resolution. Each of the current components of the Gas Tax
Revenues is described herein.
Historical Gasoline Sales in the County
The volume of motor and special fuel sold in the County is set forth below for the years
indicated:
COLLIER COUNTY, FLORIDA
NUMBER OF TAXABLE GALLONS SOLDM
State
Fiscal Year
Total Taxable
Ended Tune 30
Motor Fuel
Diesel Fuel
Gallons
2007
140,781,551.2
17,723,732.5
158,505,283.7
2008
130,657,142.2
15,916,737.7
146,573,879.9
2009
126,562,091.5
13,884,862.1
140,446,953.6
2010
128,684,198.8
12,859,541.3
141,543,740.1
2011
128,485,554.4
12,723,410.7
141,208,965.1
Source: Florida Department of Revenue.
The number of gallons shown represents fuel from which components of the Gas Tax Revenues
are derived.
Seventh Cent Gas Tax
In General. In addition to other taxes, the State imposes a tax of one -cent per net gallon of motor
fuel, which tax is statutorily designated as the "County Fuel Tax." "Motor fuel" is "all gasoline products
or any product blended with gasoline or any fuel placed in the storage supply tank of a gasoline - powered
motor vehicle." The County Fuel Tax is referred to in the Resolution as the "Seventh Cent Gas Tax."
Collection and Distribution. The Florida Department of Revenue ( "FDOR ") is responsible for
collecting the County Fuel Tax and, after deducting the expenses of collection, administration,
enforcement and distribution (limited to 2% of collections) and after deducting a 8% service charge to the
General Revenue Fund of the State, FDOR is required to divide the proceeds of the tax and distribute the
same to counties in the State on a monthly basis.
(25694/004/00633826.DOCv2}
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4/10/2012 Item 11.1-1.
The formula for distribution for the County Fuel Tax is as follows:
1. First, the distribution factor for each county is calculated on an annual basis as follows:
1/4 x County Area
State Area
+ 1/4 x County Population
State Population
+ 1/2 x County Constitutional Fuel Tax Collected on Retail Sales or Use
During the Previous FY
State Constitutional. Fuel Tax Collected on Retail Sales or Use
During the Previous FY
County's Distribution Factor (Currently 2.02690 %)
2. Second, the monthly allocation for each county is calculated as follows:
Monthly Statewide County's County's
County Fuel Tax Receipts x Distribution Factor = Monthly Allocation
Thus, changes in relative population and in absolute and relative motor fuel sales will affect the
amount of County Fuel Tax distributable to a county.
Eligibility. All counties are eligible to receive County Fuel Tax revenues.
Use of Revenue. County Fuel Tax revenues may be used solely for the acquisition of
rights -of -way; the construction, reconstruction, operation, maintenance and repair of transportation
facilities, roads, bridges, bicycle paths, and pedestrian pathways therein; or the reduction of bonded
indebtedness incurred by a county (or special road and bridge districts within such county) for road and
bridge or other transportation purposes.
[Remainder of page intentionally left blank]
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4/10/2012 Item 11.H.
Statewide Collection Data. The following table summarizes historical County Fuel Tax
distributions to Florida counties for the fiscal years of the State ended June 30, 2002 through June 30, 2011,
as reported by FDOR.
STATE OF FLORIDA
COUNTY FUEL TAX REVENUES DISTRIBUTED STATEWIDE
State
Total Amount
Percentage
Fiscal Year
Distributed to
Increase
Ended Tune 30
the Counties
Decrease
2002
$81,108,364
- --
2003
83,340,638
2.8%
2004
87,450,164
4.9
2005
90,194,130
3.1
2006
92,246,270
2.3
2007
91,794,697
(0.5)
2008
88,900,317
(3.2)
2009
85,132,412
(4.2)
2010
84,213,489
(1.1)
2011
84,691,950
0.6
Source: Florida Department of Revenue
Collier County Revenue Data. The following table sets forth historical Seventh Cent Gas Tax
revenues for the fiscal years ended September 30, 2002 through 2011.
COLLIER COUNTY, FLORIDA
SEVENTH CENT GAS TAX REVENUES
County
Fiscal Year
Seventh Cent
Percentage
Ended
Gas Tax
Increase
September 30
Revenues Received()
Decrease
2002
$1,642,793
2003
1,709,334
4.0%
2004
1,796,991
5.1
2005
1,877,946
4.5
2006
1,893,350
0.8
2007
1,864,109
(1.5)
2008
1,753,546
(5.9)
2009
1,690,855
(3.6)
2010
1,677,220
(0.8)
2011
1,677,884
0.0
Source: Collier County Finance Department
(1) Unaudited.
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4/10/2012 Item 11.H.
Ninth Cent Gas Tax
In General. In addition to other taxes, each county may impose a tax of one cent per net gallon of
motor fuel sold within the county's jurisdiction. The tax may be levied by either an extraordinary vote of
the membership of the county's governing body or pursuant to voter approval in a county -wide election.
In addition, a tax of one cent per gallon is required to be levied in each county on every net gallon of
diesel fuel sold within the county regardless of whether the county is levying the tax on motor fuel. The
term "diesel fuel" means all petroleum distillates commonly known as diesel #2 or any other product
blended with diesel or any product placed into the storage supply tank of a diesel - powered motor
vehicle. These taxes are collectively referred to as the "Ninth Cent Fuel Tax" and are referred to in the
Resolution as the "Ninth Cent Gas Tax. "Fifty -one of Florida's sixty -seven counties levy the Ninth Cent
Fuel Tax on motor fuel.
Counties are not required to, but they may, share the revenue received from the Ninth Cent Fuel
Tax with municipalities. The County does not share such revenue with any municipality located within
the County.
Collection and Distribution. FDOR collects the Ninth Cent Fuel Tax and deposits the revenues in
the Ninth Cent Fuel Tax Trust Fund. The 8% General Revenue Fund service charge does not apply to the
Ninth Cent Fuel Tax Trust Fund, although a 0.67% collection allowance is provided for certain suppliers
and wholesalers. In addition, FDOR is authorized to deduct certain administrative costs from the Ninth
Cent Fuel Tax Trust Fund. The administrative cost deduction is limited to 2% of total collections.
Proceeds of the Ninth Cent Fuel Tax are distributed monthly.
Eli ibili . There are no special eligibility requirements for counties wishing to levy the Ninth
Cent Fuel Tax.
Use of Revenue. Proceeds of the Ninth Cent Fuel Tax flow through the Local Option Fuel Tax
Trust Fund. Generally, county and municipal governments may use monies received from the Ninth
Cent Fuel Tax only for transportation expenditures, defined as:
(a) public transportation operation and maintenance;
(b) roadway and right -of -way maintenance and equipment and structures used primarily for
the storage and maintenance of such equipment;
(c) roadway and right -of -way drainage;
(d) street lighting;
(e) traffic signs, traffic engineering, signalization and pavement markings;
(f) bridge maintenance and operation; and
(g) debt service and current expenditures for transportation capital projects in the foregoing
program areas, including the construction and reconstruction of roads and sidewalks.
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Collier County Collection Data. The County has imposed the Ninth Cent Fuel Tax since June 1,
1980, and the levy of the tax will expire on December 31, 2025.As previously noted, the County has not
entered into an interlocal agreement with any municipality for the sharing of the Ninth Cent Gas Tax
revenues.
The table below sets forth the amount of historical Ninth Cent Gas Tax revenues received by the
County for the fiscal years ended September 30, 2002 through 2011.
COLLIER COUNTY, FLORIDA
NINTH CENT GAS TAX REVENUES
Fiscal Year
Ninth Cent
Percentage
Ended
Gas Tax
Increase
September 30
Revenues Received(')
(Decrease)
2002
$1,420,292
- --
2003
1,447,415
1.9%
2004
1,572,637
8.7
2005
1,595,643
1.5
2006
1,596, 757
0.1
2007
1,543,712
(3.3)
2008
1,407,155
(8.8)
2009
1,383,535
(1.7)
2010
1,393,599
0.7
2011
1,377,126
(1.2)
Source: Collier County Finance Department
(1) Unaudited.
Six Cents Local Option Gas Tax and Five Cents Local Option Gas Tax
In General. Each county in the State is authorized to levy a tax, statutorily referred to as the
"Local Option Fuel Tax," of between one cent and eleven cents per net gallon on motor fuel sold in such
county in the form of two separate levies. The first levy is a tax of one to six cents and may be authorized
in a county by an ordinance enacted by a majority vote of the governing body of a county or by
referendum. The County levies all six cents which levy was approved by the Gas Tax Ordinances. All of
Florida's sixty -seven counties levy this portion of the Local Option Fuel Tax with sixty -six of the counties
levying at the maximum rate of six cents. This portion of the Local Option Fuel Tax is referred to in the
Resolution and herein as the "Six Cents Local Option Gas Tax." The definition of Six Cents Local Option
Gas Tax in the Resolution includes any additional local option gas tax revenues hereafter available
pursuant to the Act and pledged by the County pursuant to Supplemental Resolution.
The second levy is a tax of one to five cents which may be authorized in a county by an ordinance
enacted by a majority plus one vote of the governing body of a county or by referendum. The County
levies all five cents which levy was approved by the Gas Tax Ordinances. This portion of the Local
Option Fuel Tax is referred to in the Resolution and herein as the "Five Cents Local Option Gas Tax." The
definition of Five Cents Local Option Gas Tax in the Resolution includes any additional local option gas
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4/10/2012 Item 11.H.
tax revenues hereafter available pursuant to the Act and pledged by the County pursuant to
Supplemental Resolution.
Since July 1, 1996, each county is statutorily required (previously the levy had been optional) to
impose a tax, also referred to as the "Local Option Fuel Tax," of six cents per net gallon on diesel fuel sold
in such county. The tax of six cents per net gallon on diesel fuel is automatically levied in each county
even though such county may not have imposed a levy on motor fuel at all or is not levying the first one
to six cents tax on motor fuel at all or at the full six cents.
Collection and Distribution. FDOR collects the Local Option Fuel Tax in each county and
deposits the proceeds into the State's Local Option Fuel Tax Trust Fund. The Local Option Fuel Tax Trust
Fund is subject to an 8% charge imposed by the State, representing a share of the cost of general
government of the State. This charge is deducted from the Local Option Fuel Tax Trust Fund and is
deposited in the General Revenue Fund of the State. In addition, FDOR is authorized to deduct certain
administrative costs incurred in collecting, administering, enforcing and distributing the proceeds of such
tax to the counties in an amount not to exceed 2% of total collections from the Local Option Fuel Tax
Trust Fund.
The net proceeds collected from the Local Option Fuel Tax are distributed by FDOR to each
eligible county and the eligible municipalities therein according to a distribution formula determined at
the local level by interlocal agreement between the county and the municipalities within the county's
boundaries representing a majority of the population of the incorporated area within the county. If no
interlocal agreement is established, then the distribution is based on the relative transportation
expenditures of the county and the municipalities therein for the preceding 5 years.
There are three incorporated municipalities in the County, and pursuant to the Act and the Local
Option Gas Tax Resolution, the Six Cents Local Option Gas Tax and the Five Cents Local Option Gas Tax
revenues are distributed among the County and the municipalities based on the relative transportation
expenditures of the County and the municipalities for the preceding 5 years as follows:
Recipient
City of Everglades
City of Marco Island
City of Naples
Collier County
Share of Proceeds of
Six Cents Local Gas Tax
0.19%
4.87
10.28
84.66
100.00%
Any newly incorporated municipality located in a county levying a Local Option Fuel Tax is
entitled to receive a share of the tax revenues. However, the amounts distributed to a new municipality
may not materially or adversely affect the rights of holders of outstanding bonds backed by the Local
Option Fuel Tax, and the amounts distributed to the county and each pre- existing municipality may not
be reduced below the amount necessary to pay principal and interest and reserves for principal and
interest as required under the covenants of any bond resolution outstanding on the date of incorporation
of a new municipality.
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4/10/2012 Item 11.H.
Eligibili1y. In order to be eligible to receive a distribution of funds from the Local Option Fuel
Tax Trust Fund, each county or municipality must have:
(i) reported its finances for its most recently completed fiscal year to the State Department of
Financial Services 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 certain revenues from a county (in the case of a municipality), an
occupational license tax, utility tax, or ad valorem tax, or 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 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.
Any funds otherwise undistributed because of ineligibility of a county or municipality shall be
distributed to the eligible governments within the applicable county in proportion to other monies
distributed pursuant to Section 336.025, Florida Statutes.
Use of Revenue. Generally, county and municipal governments may use monies received from
the Local Option Fuel Trust Fund only for transportation expenditures, defined as:
(a) public transportation operation and maintenance;
(b) roadway and right -of -way maintenance and equipment and structures used primarily for
the storage and maintenance of such equipment;
(c) roadway and right -of -way drainage;
(d) street lighting;
(e) traffic signs, traffic engineering, signalization and pavement markings;
(f) bridge maintenance and operation; and
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4/10/2012 Item 11.H.
(g) debt service and current expenditures for transportation capital projects in the foregoing
program areas, including the construction or reconstruction of roads and sidewalks.
Pursuant to Section 336.025(1)(b), Florida Statutes, the authorized use of such monies is limited to
(i) transportation expenses included in the capital improvements element of the County's comprehensive
plan, or (ii) for expenditures needed to meet immediate local transportation problems and for other
transportation - related expenditures that are critical for building comprehensive roadway networks by
local governments. Expenditures for the construction of new roads, or the reconstruction or resurfacing
of existing paved roads, shall be deemed to increase capacity and such projects shall be included in the
capital improvements element of an adopted comprehensive plan. Permitted expenditures for purposes
of Section 336.025(1)(b), Florida Statutes, do not include routine road maintenance.
The County represents that it has been in compliance with the statutory eligibility requirements
for the Local Option Fuel Tax in the past and that it has covenanted in the Resolution to do so in the
future.
Collier County Revenue Data. The County has levied a Six Cents Local Option Gas Tax since
September 1, 1985 and a Five Cents Local Option Gas Tax since January 1, 1994, and it currently levies the
Six Cents Local Option Gas Tax of six cents upon every gallon of motor fuel and diesel fuel sold in the
County and the Five Cents Local Option Gas Tax of five cents upon every gallon of motor fuel (but not
diesel fuel) sold in the County.
Under the current Gas Tax Ordinances, the levy of the Six Cents Local Option Gas Tax and the
Five Cents Local Option Gas Tax will both expire on December 31, 2025.
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4/10/2012 Item 11.H.
The following table sets forth the amount of historical Six Cents Local Option Gas Tax revenues
received by the County for the fiscal years ended September 30, 2002 through 2011.
COLLIER COUNTY, FLORIDA
SIX CENTS LOCAL OPTION GAS TAX REVENUES
County
Fiscal Year
Six Cents Local
Percentage
Ended
Option Gas Tax
Increase
September 30
Revenues Received(')
Decrease
2002
$6,353,390
- --
2003
6,485,103
2.1%
2004
7,354,762
13.4
2005
7,475,395
1.6
2006
7,483,949
0.1
2007
7,226,515
(3.4)
2008
6,594,170
(8.8)
2009
6,491,053
(1.6)
2010
6,550,799
0.9
2011
6,477,711
(1.1)
Source: Collier County Finance Department
(1) Unaudited.
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4/10/2012 Item 11.H.
The following table sets forth the amount of historical Five Cents Local Option Gas Tax revenues
received by the County for the fiscal years ended September 30, 2002 through 2011.
COLLIER COUNTY, FLORIDA
FIVE CENTS LOCAL OPTION GAS TAX REVENUES
County
Fiscal Year Five Cents Local Percentage
Ended Option Gas Tax Increase
September 30 Revenues Received(') (Decrease)
2002
$4,830,335
--
2003
4,919,661
1.8%
2004
5,609,541
14.0
2005
5,584,448
(0.4)
2006
5,528,468
(1.0)
2007
5,395,493
(2.4)
2008
4,974,571
(7.8)
2009
4,981,074
0.1
2010
4,950,902
0.6
2011
4,937,121
(0.3)
Source: Collier County Finance Department
(') Unaudited.
Constitutional Gas Tax
In General. Article XII, Section 9(c) of the Florida Constitution (1968), as amended, provides for
the levy of a tax, initially designated as the "second gas tax," of two cents per gallon upon gasoline and
other like products of petroleum and an equivalent tax upon other sources of energy used to propel
motor vehicles (the "Constitutional Fuel Tax "). It was renamed the "constitutional gas tax" pursuant to
Chapter 83 -3, Laws of Florida, and then renamed "constitutional fuel tax" pursuant to Chapter 95 -417,
Laws of Florida. The Florida Legislature implemented the constitutional provisions pursuant to Sections
206.41 and 206.47, Florida Statutes.
The Florida Statutes do not explicitly authorize a county to pledge as a source of security for a
bond issue the Constitutional Fuel Tax it receives from the State. Although the County has no reason to
believe it may occur, it is possible that the Florida Legislature could amend the statutorily authorized
uses of the Constitutional Fuel Tax to restrict the uses of the moneys, including without limitation a
prohibition for use of those funds to make debt service payments on local indebtedness such as the Series
2012 Bonds, or could alter the manner in which proceeds of the Constitutional Fuel Tax are allocated and
diminish the amount allocable to the County. If the Florida Legislature did attempt to take such action,
the County would vigorously challenge such an action on the grounds of "impairment of contract" under
the Florida Constitution. However, it is unclear as to whether the County would be successful on such a
challenge. The County is not aware of any instance in which the Florida Legislature has ever taken action
adversely impacting a revenue source pledged to bonds without explicit statutory authority without also
providing a substitute revenue source for the affected bonds. Nevertheless, there can be no assurance
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4/10/2012 Item 11.1-1.
given to the holders of any Series 2012 Bonds that the Florida Legislature will not amend the Act in some
manner which would have the effect of repealing, impairing or amending the rights of the holders of
such Series 2012 Bonds with respect to the Constitutional Fuel Tax revenues.
Collection and Distribution The proceeds of the Constitutional Fuel Tax are collected by the
FDOR and are transferred monthly to the State Board of Administration of Florida (the "SBA ") for
distribution to the counties, after certain deductions by the SBA, described below. The SBA deducts
reasonable administrative costs from the proceeds and allocates the balance of the proceeds to the
counties as follows:
1. First, a distribution factor for each county is calculated on an annual basis as follows:
1/4 x County Area
State Area
+ 1/4 x County Population
State Population
+ 1/2 x Constitutional Fuel Tax collected on retail sales and use in the county
Constitutional Fuel Tax collected in all counties in previous fiscal year
= County's Distribution Factor(Currently 2.02690 %)
2. Second, the monthly allocation for each county is calculated as follows:
Statewide Constitutional
Gas Tax Receipts County's County's
(less reasonable costs) x Distribution Factor = Monthly Allocation
3. Third, the Monthly Allocation is distributed to the County as follows:
County's Amount retained
80% x Monthly Allocation = by SBA for debt service0)
County's Amount distributed
20% x Monthly Allocation = to County
Retained only if the SBA is servicing bonds pledging the Constitutional Fuel Tax; otherwise such
amount is distributed to the County.
Before the proceeds are distributed, the monthly allocation is divided into two parts: (1) the
monthly allocation multiplied by 80 %, which represents the amount needed to meet debt service
requirements on bonds administered by the SBA pledging the Constitutional Fuel Tax; and (2) the
monthly allocation multiplied by 20 %, which represents the amount transferred to the County. The SBA
uses the 80% portion to meet the debt service requirement of SBA - administered bond issues that pledge
the Constitutional Fuel Tax. If the SBA determines that the 80% portion is not enough to cover the debt
service requirement, it will withhold some of the 20% portion for that purpose. Otherwise, the 20%
portion is remitted directly to the County. If a county has not pledged the proceeds for the Constitutional
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4/10/2012 Item 11.1-1.
Fuel Tax for bonds administered by SBA, the full amount of both the 80% portion and the 20% portion is
distributed directly to the County. The County currently does not have any outstanding bonds pledging
the Constitutional Fuel Tax that are administered by the SBA.
Eligibilijy. Only counties are eligible to receive the Constitutional Gas Tax.
Use of Revenue. Constitutional Fuel Tax funds are to be used for the acquisition, construction
and maintenance of roads. The term "maintenance" includes periodic and routine maintenance and may
include the construction and installation of traffic signals, sidewalks, bicycle paths and landscaping.
Collier County Revenue Data. The table below sets forth the amount of historical Constitutional
Gas Tax revenues received by the County, for the fiscal years ended September 30, 2002 through 2011.
COLLIER COUNTY, FLORIDA
CONSTITUTIONAL GAS TAX REVENUES
Fiscal Year
Constitutional
Percentage
Ended
Gas Tax
Increase
September 30
Revenues Received(')(z)
Decrease
2002
$3,044,866
--
2003
3,169,913
4.1%
2004
3,353,908
5.8
2005
3,589,217
7.0
2006
3,526,004
(1.8)
2007
3,568,354
1.2
2008
4,130,403
15.8
2009
3,909,447
(5.4)
2010
3,842,604
1.7
2011
3,841,658
0.0
Source: Collier County Finance Department
(» For the Fiscal Years 2002 through 2008, revenues received exclude an amount retained by the
SBA to pay debt service on bonds which pledged the Constitutional Fuel Tax and were
administered by the SBA.
(2) Unaudited.
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4/10/2012 Item 11.1-1.
Aggregate Gas Tax Revenues
The table below sets forth the historical total Gas Tax Revenues (the sum of the Seventh Cent Gas
Tax revenues, the Ninth Cent Gas Tax revenues, the Six Cents Local Option Gas Tax revenues, the Five
Cents Local Option Gas Tax revenues and the Constitutional Gas Tax revenues), received by the County
for the fiscal years ended September 30, 2002 through 2011.
COLLIER COUNTY, FLORIDA
GAS TAX REVENUES
Fiscal Year
Percentage
Ended
Total Gas
Increase
September 30
Tax Revenues(' )
(Decrease
2002
$17,291,676
- --
2003
17,731,426
2.5%
2004
19,687,839
11.0
2005
20,122,649
2.2
2006
20,028,528
(0.1)
2007
19,598,183
(2.2)
2008
18,859,845
(3.8)
2009
18,455,964
(2.1)
2010
18,415,124
(0.2)
2011
18,311,500
(0.6)
Source: Collier County Finance Department
(') Unaudited
The amount of Gas Tax Revenues received by the County is dependent upon numerous factors,
including the amount of motor fuel and diesel fuel sold in the State and the County and the population of
the County relative to the population of the State. Furthermore, incorporation of additional
municipalities within the County and the relative population size of the County and municipalities
within the County could affect the amount of Gas Tax Revenues distributable to the County. The amount
of Gas Tax Revenues received by the County may be adversely impacted by changes in the supply or
demand for or the price of motor fuel, special fuel or diesel fuel. Most of the factors that affect the
amount of Gas Tax Revenues distributable to the County are beyond the control of the County.
[Remainder of page intentionally left blank]
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4/10/2012 Item 11.H.
Pro Forma Debt Service Coverage
The following table sets forth pro -forma debt service coverage ratio for the Series 2012 Bonds
based on the Gas Tax Revenues received by the County for the fiscal year ended September 30, 2011.
PRO -FORMA DEBT SERVICE COVERAGE
Maximum Annual Gas Tax Revenues for the Fiscal Pro -Forma Debt
Debt Service Year Ended September 30, 2011 Service Coverage
$ $18,311,500 x
Source: Collier County Finance Department
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_flnancial_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. 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. The FRS is currently comprised of 976 participating employers, including 55 state agencies,
396 city agencies, 67 district school boards, 28 community colleges, 182 cities, 231 special districts, five
hospitals and 12 other agencies.
As of June 30, 2011, the FRS had 1,097,450 total members, including 318,341 retirees and
beneficiaries (excluding general revenue and teachers' retirement system survivor benefit), 90,271
terminated vested participants, 45,092 DROP (as hereinafter defined) participants, 479,153 active vested
participants and 164,593 active non - vested participants. These members are categorized into five classes
of membership: (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
125694/004/00633826.DOCv21
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4/10/2012 Item 11.H.
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 place their officials in this class; and (5)
Regular Class members includes members that do not qualify for membership in the other classes.
For those members who enrolled in the FRS defined benefit plan (the "FRS Plan ") prior to July 1,
2011, benefits under the FRS Plan vest after six years of service for all membership classes. Regular Class,
SMSC and EOC members 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. Special Risk Class and Special
Risk Administrative Support Class members 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. 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. The Florida Constitution prohibits increasing benefits without concurrently
providing for funding the increase on a sound actuarial basis.
The Florida Legislature passed and the Governor signed Senate Bill 2100 ( "SB 2100 ") during its
2011 session. SB 2100 has made a number of changes applicable only to members enrolling in the FRS
Plan after July 1, 2011, including: (1) changing the vesting requirement from six years to eight years; (2)
changing the average final compensation calculation from the average of the five highest fiscal years of
salary to the eight highest fiscal years of salary; and (3) changing the normal retirement date for (a)
Regular, Senior Management Service, Elected Officers and Special Risk Administrative Support classes to
age 65 with eight years of service or 33 years of service regardless of age, and (b) Special Risk Class to age
60 with eight years of Special Risk Class service, or 30 years of Special Risk Class service regardless of
age, or age 57 with 30 years of combined Special Risk class service and military service. See "Litigation
Relating to SB 2100" herein.
The FRS Plan calculates its benefits 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. Pursuant to SB 2100, there are no FRS Plan cost -of- living
adjustments earned on and after July 1, 2011. However, there will be a reduced cost -of- living adjustment
if member's retirement or DROP participation date is on or after August 1, 2011.
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. For those members who entered DROP prior to July 1, 2011, such member's benefits will earn
monthly interest at an equivalent annual rate of 6.50 %. For those members who entered DROP on and
after July 1, 2011, the annual interest rate shall equal 1.3% per year. Authorized instructional personnel
may participate in the DROP for up to 96 months. During the period of DROP participation, deferred
monthly benefits are held in the FRS Trust Fund and accrue interest. As of June 30, 2011, the FRS Trust
Fund projected $2,543,635,828 in accumulated benefits and interest for 36,890 current and prior DROP
participants.
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4/10/2012 Item 11.H.
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
Plan and the SBA invests the assets of the FRS Plan held in the FRS Trust Fund. Administration costs of
the FRS 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 Plan to that member's 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
0.05% employer contribution and forfeited benefits. Disability coverage is provided under the FRS
Investment Plan. Members of the FRS Investment Plan vest after eight years for non -duty related
disability benefits and may elect to surrender their account balance to the FRS Trust Fund to receive
guaranteed monthly benefits under the FRS Plan, or members may keep their account balance to fund
future retirement needs in lieu of guaranteed monthly benefit payments. 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.
[Remainder of page intentionally left blank]
)25694/004/00633826.DOCv2)
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4/10/2012 Item 11.H.
Participating employers must comply with the statutory contribution requirements. Section
121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Plan. Employer
contribution rates are based on a level percentage of payrolls and are determined using the entry -age
actuarial cost method. Pursuant to SB 2100, beginning on July 1, 2011, all FRS Plan and FRS Investment
Plan members (except those in DROP) are required to contribute 3% on a pre -tax basis. The County is
required to contribute to the FRS an amount equal to a variable percentage of each employee's salary,
where the percentage is based upon the employee's statutory classification. The statutory classifications
and percentages that affect the County beginning on July 1, 2011 are as follows:
Class or Plan:
Regular
Special Risk
Elected Officials
Deferred Retirement Option Program
Senior Management
Percent of Gross Sala
Employee(l)
Employer(z)
3.00%
4.91%
3.00
14.10
3.00
11.14
0.00
4.42
3.00
6.27
(1) See "Litigation Relating to SB 2100" herein.
(2) In addition to the statutory contributions required by Section 121.71, Florida Statutes, the
County's contribution percentages also take into account a 0.03% administrative fee (does not
apply to DROP), an educational expense fee and 1.11% retiree health insurance subsidy fee and a
required employer contribution to address UAL of 0.49% for the regular employees, 2.75% for
special risk employees, 0.73% for the elected officials and 0.32% for the senior management
employees.
Source: Section 121.71, Florida Statutes.
The chart below shows the annual required contribution (the "ARC ") by all participating
employers to the FRS and the percentage of such contribution to the ARC:
Schedule of Employer Contributions
for the Florida Retirement System
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Packet Page -599-
Annual
Fiscal
State
Non -State
Employee
Total
Required
Percentage
Year
Contributions(')
Contributions(')
Contributions(')
Contributions(')
Contribution()
Contributed
2005
$519,531
$1,547,700
$30,556
$2,097,787
$2,141,862
102%
2006
538,498
1,781,878
30,723
2,351,099
2,193,928
96
2007
671,356
2,366,330
28,112
3,065,798
2,455,255
111
2008
672,485
2,520,215
96,767
3,289,467
2,612,672
107
2009
678,777
2,556,630
138,264
3,373,671
2,535,854
111
2010
687,182
2,463,578
23,416
3,174,176
2,447,374
111
2011
765,984
2,720,845
32,932
3,519,761
3,680,042
83
(1)
000 omitted in dollar amounts.
Source: The Florida Retirement System,
Pension Plan &
Other State - Administered Systems,
Annual
Report: July 1, 2010 — June 30, 2011.
(25694/004/00633826.DOCv2)
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4/10/2012 Item 11.H.
Any unfunded actuarial accrued liability ( "UAAL ") is required to be amortized within 30 years.
Section 121.031(3)(0, Florida Statutes, provides that 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.
Generally, the UAAL estimates on the basis of demographic and economic assumptions, the present
value of pension benefits that employers owe to their active and retired members based on past years of
service. The actuarial value of assets is the value of cash, investments and other property belonging to
the FRS Plan using a five year smoothing method that smoothes the difference between the market value
of assets and the actuarial value of the plan assets over a five year period to prevent short term
fluctuations that may result from market or economic conditions. The actuarial valuations also compare
the actuarial accrued liability with the actuarial value of assets for the employees and any excess of that
liability over the assets forms an UAAL. The actuarial valuations also express the percentages that the
pension plans are funded through a "funded ratio" which represents the quotient obtained by dividing
the actuarial value of assets of the pension plan by the actuarial accrued liability of such plan. As of
June 30, 2010, the balance of legally required reserves for all defined benefit pension plans was $107.25
billion. Such funds are reserved to provide for total current and future benefits, refunds and
administration of the FRS Plan.
The FRS Trust Fund assets are invested by the SBA. The assumed rate of investment return for
Fiscal Year ended June 30, 2011 was 7.75 %, with the actual return calculated on the basis of fair value
which was 22.09 %. As of June 30, 2011, the FRS Trust Fund was valued at $128.53 billion and invested in
the classes and approximate percentages as follows:
Global Equities
60.2%
Fixed Income
24.8
Real Estate
6.5
Private Equity
4.4
Strategic Investments
3.2
Cash
0.9
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2010 —June 30, 2011.
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.
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{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.H.
Schedule of Funding Progress
for the Florida Retirement System
(l) 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 SB 2100.
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2006 — June 30, 2010.
Market Value of Assets
Market Value of
Actuarial
Assets
UAAL As
Funded Ratio ( %)
Actuarial
Accrued
Unfunded
a/bb)
2005
% of
Actuarial
Value
Liability (AAL)
ML
Funded
Covered
Covered
Valuation
of Assets
- Entry Age
(UAAL)
Ratio
Payroll
Payroll
Date
a �>>
�'�
_a cl�
a b
c c1)cz)
&6k
7/1/05
$111,539,878
$103,925,948
$(7,614,380)
107.33%
$24,185,938
(31.48)%
7/1/06
117,159,615
110,977,831
(6,181,784)
105.57
25,327,922
(24.41)
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(3)
118,764,692
136,375,597
17,610,905
87.09
26,573,196
66.27
7/1/10(4)
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
(l) 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 SB 2100.
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2006 — June 30, 2010.
Market Value of Assets
(1) 000 omitted dollar amounts.
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2006 — June 30, 2011.
{25694/004/00633826.DOCv2)
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Market Value of
Actuarial Accrued Liability
Assets
(AAL) — Entry Age
Funded Ratio ( %)
Fiscal Year
kan
b n
a/bb)
2005
$109,875,206
$103,925,948
105.72%
2006
118,354,931
110,977,831
106.65
2007
136,280,545
118,870,513
114.65
2008
126,936,897
124,087,214
102.30
2009
99,579,208
136,375,597
73.02
2010
109,344,318
139,652,377
78.30
2011
128,532,863
145,034,475
88.62
(1) 000 omitted dollar amounts.
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2006 — June 30, 2011.
{25694/004/00633826.DOCv2)
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4/10/2012 Item 11.H.
Summary of Accrued and Unfunded Actuarial Liabilities
for the Florida Retirement System
(') 000 omitted in dollar amounts.
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2009 — June 30, 2011.
The information presented in the above schedules 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
Actuarial cost method
Amortization method
Equivalent single amortization period')
Asset valuation method
Actuarial assumptions:
Investment rate of return
Projected salary increases(z)
Includes inflation at
Cost -of- living adjustments
July 1, 2011
Entry Age Normal
Level Percentage of Pay, Open
30 years
5 -year Smoothed Method
7.75%
5.85%
3.00%
3.00%
(') Used for GASB Statement 27 reporting purposes.
(Z) 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.
125694/004/00633826.DC)Cv2}
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Unfunded
Annualized
Actuarial
Actuarial
Actuarial
Payroll
Unfunded
Valuation
Accrued
Valuation
Funding Ratio
Liability
(Active
Actuarial
Date
Liabilities(')
Assets(')
(Assets/Liabilities)
(UAL)(')
Members)(')
Liability/Payroll
7/1/06
$109,519,043
$117,159,615
107%
($7,640,572)
$25,327,922
(30 %)
7/1/07
117,359,375
125,584,704
107
(8,225,329)
26,385,768
(31)
7/1/08
122,532,299
130,720,547
107
(8,188,248)
26,891,340
(30)
7/1/09
134,204,076
118,764,692
89
15,439,384
26,573,196
58
7/1/10
137,635,012
120,929,666
88
16,705,346
25,765,362
65
7/1/11
144,122,816
126,078,053
87
18,044,763
25,686,138
70
(') 000 omitted in dollar amounts.
Source: The Florida Retirement System, Pension Plan & Other State - Administered Systems, Annual
Report: July 1, 2009 — June 30, 2011.
The information presented in the above schedules 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
Actuarial cost method
Amortization method
Equivalent single amortization period')
Asset valuation method
Actuarial assumptions:
Investment rate of return
Projected salary increases(z)
Includes inflation at
Cost -of- living adjustments
July 1, 2011
Entry Age Normal
Level Percentage of Pay, Open
30 years
5 -year Smoothed Method
7.75%
5.85%
3.00%
3.00%
(') Used for GASB Statement 27 reporting purposes.
(Z) 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.
125694/004/00633826.DC)Cv2}
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4/10/2012 Item 11.H.
The chart below shows the ARC by the County to the FRS and the percentage of such
contribution to the ARC for the past seven fiscal years:
Schedule of County Contributions
to the Florida Retirement System
Year Ended
Annual Required
Percentage
September 30
Contribution
Contributed
2005
$18,365,754
100%
2006
22,094,100
100
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
Source: Collier County, Florida Comprehensive Annual Financial Reports for the Fiscal Years ended
September 30, 2007 through and including 2011.
Litigation Relating to SB 2100
The State Legislature passed SB 2100 during its 2011 session, which 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. 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 Florida 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 lawsuit alleges SB 2100 unlawfully impairs state employee contracts, constitutes a taking
of private property without full compensation and violates public employees' constitutional right to
collective bargaining by effectively removing the subject of retirement from the collective bargaining
process. On March 6, 2012, the Circuit Court granted the FRS Plaintiffs' motion for summary judgment
finding there is no genuine issue as to any material fact. The Circuit Court held the challenged portions
of SB 2100 constituted an unconstitutional impairment of the FRS Plaintiffs' contract with the State by
changing the FRS from a noncontributory plan with a cost -of- living adjustment to a contributory plan
without a cost -of- living adjustment. The Circuit Court also held the mandatory 3% employee
contribution to the FRS and the elimination of the cost -of- living adjustment constituted a taking of private
property for a public use without full compensation being paid. Finally, the Circuit Court held SB 2100
abridges the right of public employees to collectively bargain over wages, hours and other terms or
125694/004/00633826.DOCv2}
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4/10/2012 Item 11.H.
conditions of employment. Governor Scott issued a statement that the State will appeal the Circuit Court
decision, which will result in an automatic stay of the decision. As such, there will be no immediate
impact on the County's budget. However, if the FRS Plaintiffs are ultimately successful on appeal, the
impact to the County's finances could be substantial given the current State economy.
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 will be 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 will be reduced from 6.5% to 1.3 %; (3)
the 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). The litigation referenced
above did not challenge these changes.
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
Florida Retirement System ( "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.
However, such plan does not issue a separate financial report.
At September 30, 2011, the date of the latest actuarial valuation, County Plan participation
consisted of:
125694/004/00633826.DOCv21
39
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4/10/2012 Item 11.H.
Primary Government
Active County Plan Participants 2,054
Retirees and Beneficiaries Receiving Benefits 122
Total Membership 2,176
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, 2011, the County contributed $572,908 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 2011 fiscal year were 87.4% of the annual OPEB cost. As of the September 30,
2011 actuarial valuation date, the County's net OPEB obligation was $437,881 and its unfunded accrued
actuarial liability ( "UAAL ") was $6.6 million, all of which was unfunded. The covered payroll (annual
payroll of active employees covered by the County Plan) was $155.4 million, and the ratio of the
unfunded actuarial accrued liability to covered payroll was 4.3 %.
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 single coverage and 21% for family
coverage for qualifying individuals. Additionally, in accordance with Section 112.0801, Florida Statutes,
Sheriff's 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, 2011, the date of the latest actuarial valuation, Sheriff Plan participation
consisted of:
Sheriff
Sheriff Plan Participants 1,188
Retirees Receiving Benefits 99
Total Membership 1,287
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4/10/2012 Item 11.H.
Funding Po1ic1
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, 2011, the Sheriff contributed
$1,084,368 to the Sheriff Plan. No trust or agency fund has been established for the Sheriff Plan.
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 unfunded actuarial liability ( "UAAL ") over a period not to exceed 30 years.
The contributions made for the 2011 fiscal year were 99.0% of the annual OPEB cost. As of
September 30, 2012 actuarial valuation date, the Sheriff Plan was 0.0% funded, the actuarial accrued
liability for benefits was $12,148,033, and the actuarial value of assets was $0, resulting in an UAAL of
$12,148,033. As of the September 30, 2011 actuarial valuation date, the Sheriff Plan was 0.0% funded, the
actuarial accrued liability for benefits was $12,018,242, and the actuarial value of assets was $0, resulting
in a UAAL of $12,018,242. The covered payroll (annual payroll of active employees covered by the
Sheriff Plan) was $114.2 million, and the ratio of the UAAL to the covered payroll was 10.5 %.
[Remainder of page intentionally left blank)
(25694/004/00633826.DOCv2)
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4/10/2012 Item 11.H.
ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds to be derived from the
sale of the Series 2012 Bonds:
SOURCES:
Principal Amount of Series 2012 Bonds $
Net Original Issue Premium
TOTAL SOURCES $
USES:
Deposit to Series 2012 Account of the Construction Fund $
Costs of Issuance(')
TOTAL USES $
Includes Underwriter's discount, legal and other professional fees and miscellaneous costs of
issuance.
[Remainder of page intentionally left blank]
{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.1-1.
DEBT SERVICE SCHEDULE
Series 2012 Bonds Combined
Year Ended Annual Series 2005 Bonds Annual
Tune 1 Principal Interest Debt Service Annual Debt Service Debt Service
TOTAL
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{25694/004/00633826.DOCv2)
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4/10/2012 Item 11.H.
MUNICIPAL BOND INSURANCE OPTION
This Preliminary Official Statement has been provided to major municipal bond insurers. In the
event that the successful bidder or bidders for the Series 2012 Bonds elect to purchase insurance for one
or more maturities, at its expense, the appropriate disclosure regarding such bond insurer and its policy
of insurance will be inserted in the final Official Statement at this location.
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.
{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.1-1.
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
5. Variable rate debt that sets a rate based on more than a single index.
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 2012 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 2012 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.
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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
2012 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriter of the
Series 2012 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 2012 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
2012 Bonds.
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 2012
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 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 sea.) 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
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 2012 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
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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.
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 2012 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
2012 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 Bond
Counsel Opinion" attached hereto, the interest on the Series 2012 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 2012 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 2012 Bonds with certain
requirements of the Code, regarding the use, expenditure and investment of Series 2012 Bonds proceeds
and the timely payment of certain investment earnings to the Treasury of the United States, may cause
interest on the Series 2012 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 2012 Bonds for purposes of federal income taxation. In rendering its opinion, Bond
Counsel has assumed continuing compliance with such covenants.
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Internal Revenue Code of 1986
The Code contains a number of provisions that apply to the Series 2012 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2012 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2012 Bonds to the Treasury of
the United States. Noncompliance with such provisions may result in interest on the Series 2012 Bonds
being included in gross income for federal income tax purposes retroactive to their date of issuance.
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 2012 Bonds. Prospective purchasers of Series 2012 Bonds should be aware that the ownership of
Series 2012 Bonds may result in other collateral federal tax consequences. For example, ownership of the
Series 2012 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 2012 Bonds, (2) the branch profits tax, and (3)
the inclusion of interest on the Series 2012 Bonds in passive income for certain Subchapter S corporations.
In addition, the interest on the Series 2012 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 2012 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 2012
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN
THAT REGARD.
Other Tax Matters
Interest on the Series 2012 Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions. Purchasers of the Series 2012 Bonds should consult
their own tax advisors as to the income tax status of interest on the Series 2012 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 2012 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 2012 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 2012 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 2012 Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2012 Bonds maturing on October 1 in the years (the "Discount Bonds ") and the initial offering
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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 2012 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 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 2012 Bonds maturing on October 1 in
the years (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. 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 2012 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 2012 Bonds and on
the Refunding Securities considered by Bond Counsel in connection with their opinion that the Series
2012 Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code, as amended.
RATINGS
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 2012
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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.
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 2012
Bonds may have an adverse effect on the market price of the Series 2012 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 2012 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 2012 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.
AUDITED FINANCIAL STATEMENTS
The general purpose financial statements of the County as of September 30, 2011 and for the year
then ended, attached hereto as "APPENDIX C — Audited Financial Statements for the Fiscal Year ended
September 30, 2011," have been audited by Ernst and Young, independent auditors, as stated in their
report appearing therein. Such statements speak only as of September 30, 2011. 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 for general information purposes only. 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 2012 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 2012 BONDS" herein. The general
purpose financial statements are presented for general information purposes only.
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UNDERWRITING
The Series 2012 Bonds are being purchased by (the
"Underwriter ") at an aggregate purchase price of $ (which equals the principal amount of
the Series 2012 Bonds, plus /less a net premium /discount of $ , and less Underwriter's
discount of $ ). The Underwriter's obligations are subject to certain conditions precedent
contained in the Official Notice of Sale which was prepared by the County and they will be obligated to
purchase all of the Series 2012 Bonds if any Series 2012 Bonds are purchased. The Series 2012 Bonds may
be offered and sold to certain dealers (including dealers depositing such Series 2012 Bonds into
investment trusts) at prices lower than such 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, the Financial Advisor and Disclosure Counsel with
respect to the authorization, sale, execution and delivery of the Series 2012 Bonds. Payment of the fees of
such professionals and an underwriting discount to the Underwriter are each contingent upon the
issuance of the Series 2012 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2012 Bonds upon an event of default under the
Resolution, the Financial Guaranty Insurance Policy, and the 2012 Reserve Account Insurance Policy 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, the Series 2012 Bonds, the Financial Guaranty
Insurance Policy, and the 2012 Reserve Account Insurance Policy may not be readily available or may be
limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2012
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 C — COMPOSITE 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 2012 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2012 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.
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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 2012 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 2012 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.
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 2012 Bonds, the security for the payment of the Series 2012 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) 774 -8383 or the County's Financial Advisor, Public Management, Inc, Fort Myers, Florida, telephone
(239) 939 -3009.
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 2012 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
[Remainder of page intentionally left blank]
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AUTHORIZATION OF OFFICIAL STATEMENT - n
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 2012 Bonds, the County will furnish a certificate to the
effect that nothing has come to their attention which would lead it to believe that the Official Statement
(other than information herein related to the 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 2012 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.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Chair, Board of County Commissioners
Collier County, Florida
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APPENDIX A
GENERAL INFORMATION REGARDING
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 2012 Bonds are secured by the Pledged Funds 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 2010, the
County had an estimated population of 321,520. 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
Fred W. Coyle
Chair
November, 2014
Jim Coletta
Vice Chair
November, 2012
Donna Fiala
Commissioner
November, 2012
Georgia A. Hiller, Esq.
Commissioner
November, 2014
Tom Henning
Commissioner
November, 2012
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 Community Development and Environmental Services, Public Services, Public Utilities, and
Administrative Services and Transportation 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
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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, 2012 was adopted by the Board on September 22, 2011. 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, 2011, which are
included as "APPENDIX C — Audited Financial Statements of Collier County for Fiscal Year Ended
September 30, 2011" attached to this Official Statement.
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
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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
321,520
27.9
18,801,310
17.6
308,745,538
12.4
2020*
384,400
19.6
21,326,800
13.4
322,742,000
4.5
*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,
Florida Statistical
Abstract 2011.
Census data
from U.S. Bureau of Census.
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4/10/2012 Item 11.H.
Most of the growth of Collier County is due to migration. As of April 1, 2010, the estimated
median age of the County's population was 46.9 years according to the 2011 Florida Statistical Abstract,
University of Florida. The majority of the population is over the age of 18, with the age category 35 -54
comprising 23.76% of the overall population.
Industry
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30, 2011
Firms Employee Count(')
Hotels and other Lodging
80
3,998
Health Care and Social Assistance
919
14,889
Professional and Business Services
2,543
11,441
Finance, Insurance and Real Estate
1,521
6,325
Arts, Entertainment and Recreation
273
5,746
Services — Other
1,141
4,726
Services
6,477
47,125
Eating and Drinking Places
694
9,481
Food Stores
134
3,344
Auto Dealers and Service Stations
229
2,393
Home Furniture and Furnishings
123
856
Retail Trade — Other (A) & (Al)
616
2,910
Apparel and Accessory Stores
267
1,951
General Merchandise Stores
39
3,153
Building, Hardware and Garden
118
1,328
Retail Trade, Other
2,220
25,416
Federal Government
27
653
State Government
40
847
Local Government
29
11,403
Government
96
12,903
Agriculture, Forestry Fisheries
100
2,665
Construction
1,559
8,993
Manufacturing
260
2,409
Transportation, Communication and Public UtilitiesM
359
3,425
Wholesale Trade
427
2,638
Mining
7
11
Other
2,712
20, 141
Total
11.505
105,585
(1) Average number of people employed in 2010.
Source: Collier County Finance Department; Florida Department of Labor & Employment Security;
Bureau of Labor Market Information ES -202 Report.
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4/10/2012 Item 11.1-1.
COLLIER COUNTY EMPLOYMENT
(2002 -2011)
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
(2001 -2010)
Single
Multi-
Residential
Year
State of
Family Units
Valuation(')
2001
3,878
County
Florida
2002
Labor
3,109
1,113,547
Unemployment
Unemployment
Year
Force
Employ
Unemployment
Rate
Rate
2002
117,278
112,118
5,160
4.4%
5.5%
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
144,157
127,264
17,293
12.0
11.5
2011
144,557
127,264
17,293
12.0
11.5
Agency for
Workforce Innovation,
Bureau of Labor
Market Information;
Source: State of Florida,
University of Florida, Bureau of Economic and Business Research, Florida Statistical Abstract
2011.
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
(2001 -2010)
(1) Valuation in thousands of dollars.
Source: University of Florida, Bureau of Economic and Business Research, Florida Statistical Abstract
2011.
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Single
Multi-
Residential
Year
Family Units
Family Units
Valuation(')
2001
3,878
4,280
$1,093,852
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
(1) Valuation in thousands of dollars.
Source: University of Florida, Bureau of Economic and Business Research, Florida Statistical Abstract
2011.
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4/10/2012 Item 11.H.
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. Commuter airlines offer regularly scheduled flights to Miami, Tampa and Atlanta. Air service at
the Southwest 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 43,343 students in 50 schools, including two
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 College, the
tenth college in the State University System, is operating in Lee County, immediately north of the County.
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4/10/2012 Item 11.H.
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 2002 -2010)
(Unaudited)
N/A = Data not currently available
Source: Federal Deposit Insurance Corporation, Division of Supervision; Florida Research and Economic
Database; University of Florida, Bureau of Economic and Business Research, Florida Statistical
Abstract 2011.
{25694/004/00633826.DOCv2)
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Per
Bank
Fiscal
Percent
Capita
Deposits
Year
Population
Increase
Income
0� 00's)
2002
264,475
5.2%
43,254
5,844
2003
284,918
7.7
44,441
6,789
2004
292,466
2.7
51,349
8,133
2005
306,186
4.7
54,693
9,473
2006
326,658
6.7
61,381
10,665
2007
333,858
2.2
63,620
10,957
2008
332,854
(0.3)
63,703
11,026
2009
333,032
0.1
60,049
11,690
2010
321,520
(3.5)
N/A
9,981
N/A = Data not currently available
Source: Federal Deposit Insurance Corporation, Division of Supervision; Florida Research and Economic
Database; University of Florida, Bureau of Economic and Business Research, Florida Statistical
Abstract 2011.
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4/10/2012 Item 11.1-1.
The following table contains the property tax rates for the Fiscal Years 2002 through 2011.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES - ALL DIRECT AND OVERLAPPING GOVERNMENTSM
(Fiscal Years 2002 -2011)
(Unaudited)
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,
2011.
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 either of 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
{25694/004/00633826.DOCv2)
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Collier County
Other
Special
Debt
County
Fiscal
General
Revenue
Service
School
Independent
Year
Fund
Funds
Funds
Total
District
Districts
Total
2002
3.8772
0.6670
0.0256
4.5698
7.1370
1.3813
13.0881
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
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,
2011.
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 either of 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
{25694/004/00633826.DOCv2)
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4/10/2012 Item 11.H.
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
Supreme Court of the State, it began to affect homestead property valuations commencing January 1,
1995, with 1994 assessed values being the base year for determining compliance.
Limitations on State Revenue Amendment. In the 1994 general election, State voters approved an
amendment to the State Constitution which is commonly referred to as the "Limitation On State Revenues
Amendment." This amendment provides that state revenues collected for any fiscal year shall be limited
to state revenues allowed under the amendment for the prior fiscal year plus an adjustment for growth.
Growth is defined as an amount equal to the average annual rate of growth in State personal income over
the most recent twenty quarters times the state revenues allowed under the amendment for the prior
fiscal year. State revenues collected for any fiscal year in excess of this limitation are required to be
transferred to a budget stabilization fund until the fund reaches the maximum balance specified in the
amendment to the State Constitution, and thereafter is required to be refunded to taxpayers as provided
by general law. The limitation on state revenues imposed by the amendment may be increased by the
Florida Legislature, by a two - thirds vote in each house.
The term "state revenues," as used in the amendment, means taxes, fees, licenses, and charges for
services imposed by the Florida Legislature on individuals, businesses, or agencies outside state
government. However, the term "state revenues" does not include: (1) revenues that are necessary to
meet the requirements set forth in documents authorizing the issuance of bonds by the State; (2) revenues
that are used to provide matching funds for the federal Medicaid program with the exception of the
revenues used to support the Public Medical Assistance Trust Fund or its successor program and with the
exception of State matching funds used to fund elective expansions made after July 1, 1994; (3) proceeds
from the State lottery returned as prizes; (4) receipts of the Florida Hurricane Catastrophe Fund; (5)
balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed
by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges
for services required to be imposed by any amendment or revision to the State Constitution after July 1,
1994. This amendment took effect on January 1, 1995, and was first applicable to the State's fiscal year
1995 -1996.
In its 2011 Regular Session, the Florida Legislature enacted SJR 958. SJR 958 amends Article VII,
Section 1 of the State Constitution (which is the Limitation on State Revenues Amendment) and creates
Article VII, Section 19 and Article XII, Section 32 of the State Constitution. SJR 958 (1) replaces the
existing state revenue limitation based on State personal income growth (as described above) with a new
state revenue limitation based on changes in population and inflation; (2) requires excess revenues to be
deposited into the Budget Stabilization Fund to support public education or returned to taxpayers; (3)
adds fines and revenues used to pay debt service on bonds issued after July 1, 2012 to the state revenues
subject to the limitation; (4) authorizes the Florida Legislature to increase the revenue limitation by a
supermajority vote; and (5) authorizes the Florida Legislature to place a proposed increase before the
voters, which would require approval of 60% of the voters. SJR 958 will be on the ballot in the 2012
general election or at an earlier election authorized by law. If approved by 60% of the voters, the new
{25694/004/00633826.DOCv2}
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4/10/2012 Item 11.H.
state revenue limitation will be phased in starting in State fiscal year 2014 -1015. Overtime the new state
revenue limitation is more likely to constrain state revenues than the current state revenue limitation;
however, the potential impact on the County or its finances cannot be ascertained at this time.
Millage Rollback Legislation. In recent years, the Florida Legislature initiated a substantial
review and reform of the State's property tax structure. During a special legislative session that ended on
June 14, 2007, the Florida Legislature adopted Chapter 2007 -321, Laws of Florida, a property tax plan
which may significantly impact ad valorem tax collections for State 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 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.
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 23, 2010, the Board adopted a
General Fund millage rate of $3.5645 per $1,000 for fiscal year 2010 -11 which is equal to the millage rate
which was adopted by the Board for the previous two 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 State 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" 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" 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.
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4/10/2012 Item 11.H.
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). At this time, it is impossible to estimate with any certainty the level of impact that the
constitutional amendments will have on the County, but the impact could be substantial.
Over the last few years, the Save Our Homes 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 assessment cap constitutes an unlawful residency requirement for tax benefits on substantially
similar property in violation of the equal protection provisions of the State 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. The courts in each case have rejected
such constitutional arguments and upheld the constitutionality of such provisions; however, there is not
assurance that any future challenges to such provisions will not be successful. Any potential impact on
the County or its finances as a result of such challenges cannot be ascertained at this time.
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 property tax
exemption for real property that is perpetually used for conservation (began in 2010); and, 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.
Recently pproved Constitutional Amendments Relating to Ad Valorem Taxation. Additionally,
during its 2009 session, the Florida Legislature passed House Bill 833, 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. The measure was approved by the voters at
the November 2010 General election and took effect 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. The Florida Legislature convened for its 2011
Regular Session on March 8, 2011. During this Regular Session, the Florida Legislature passed House
Joint Resolution 381 ( "HJR 381 "). Among other things, HJR 381 (1) authorizes the Florida Legislature to
prohibit by general law the increase of assessed value for property whose fair market value declined over
the prior year; (2) reduces the limitation on annual increases of non - homestead property from 10% to 5%
{25694/004/00633826.DOCv2)
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(the 5% cap sunsets in 2023); and (3) provides an additional homestead exemption of 50% (is reduced to
0% in five years) of just value of the property for first -time homeowners. The additional homestead
exemption for first -time homeowners does not apply to school property taxes. Such proposal requires
approval by 60% of the voters. At present, it is uncertain if this proposal will be approved by the voters.
If approved, the impact of this proposal 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 or its finances.
{25694/004/00633826.DOCv2}
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APPENDIX B
AUDITED FINANCIAL STATEMENTS OF COLLIER COUNTY
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2011
{25694/004/00633826.DOCv2}
The statistical section referred to
in the opinion letter has been intentionally omitted.
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{25694/004/00633826.DOCv2}
APPENDIX C
COMPOSITE OF THE RESOLUTION
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{25694/004/00633826.DOCv2}
APPENDIX D
FORM OF BOND COUNSEL OPINION
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{25694/004/00633826.DOCv2}
APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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4/10/2012 Item 11.1-1.
4/10/2012 Item 11.1-1.
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of , 2012, by and
between COLLIER COUNTY, FLORIDA (the "County "), and U.S. Bank National
Association (the "Escrow Agent "), a national banking association organized and existing
under the laws of the United States, having its designated corporate trust office in Fort
Lauderdale, Florida, as escrow agent hereunder.
WHEREAS, the County has heretofore issued its Collier County, Florida Gas Tax
Refunding Revenue Bonds, Series 2003 (the "Refunded Bonds ") pursuant to Resolution
No. 2003 -89, adopted on February 25, 2003, as amended and supplemented (the
"Resolution "); and
WHEREAS, the County has determined it is in its best interests to refund that
portion of the Refunded Bonds that are described on Schedule A hereto; and
WHEREAS, the County has determined to issue its Collier County, Florida Gas
Tax Refunding Revenue Bonds, Series 2012 (the "Series 2012 Bonds ") pursuant to the
Resolution, as amended and supplemented, a portion of the proceeds of which Series
2012 Bonds, together with other legally available moneys of the County, will be used,
other than a cash deposit, to purchase certain United States Treasury obligations in order
to provide payment for the Refunded Bonds and discharge and satisfy the pledge of and
lien on the Pledged Funds (as defined in the Resolution) under the Resolution in regard to
such Refunded Bonds; and
WHEREAS, the issuance of the Series 2012 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 pledge of and lien on the Pledged Funds under the Resolution in regard
to the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous
transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. PREAMBLES. The County represents that the recitals
stated above are true and correct, and the same are incorporated herein.
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4/10/2012 Item 11.H.
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, without limitation, Article III and
Section 8.01 thereof, are incorporated herein by reference. The Escrow Agent also
acknowledges receipt of the verification report of , dated ,
2012 (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. In accordance with Section 8.01 of the Resolution, the County
by this writing exercises its option to cause the pledge of the Pledged Funds, 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 deposit trust fund designated the "Collier County, Florida Gas Tax
Refunding Revenue Bonds, Series 2003 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 $ from the County from proceeds of the Series
2012 Bonds (the 'Bond Proceeds "), and the sum of $ received from the
County from certain moneys on deposit in the funds and accounts established pursuant to
the Resolution for the benefit of the holders of the Refunded Bonds (the "County
Moneys ").
SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN
ESCROW FUND. The County hereby directs the use of the Bond Proceeds and County
Moneys as provided in this Section 5. 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 $ of the County Moneys in cash (the "Cash
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Deposit ") in the Escrow Fund. All Escrow Securities shall be noncallable, direct
obligations of the United States of America.
In the event any of the Escrow Securities described in Schedule B hereto are not
available for delivery on , 2012, 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, redemption 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 Refunding Securities (as defined in the Resolution) and cash in trust solely for
the payment of the principal of, redemption premium, if any, and interest on the Refunded
Bonds at such times and in such amounts as set forth in Schedule 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
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4/10/2012 Item 11.H.
Paying Agent for the Refunded Bonds as provided in the Resolution, in order to
effectuate this Agreement and to pay the Refunded Bonds in the amounts and at the times
provided in Schedule C hereto. The Escrow Securities and the Cash Deposit shall be
used to pay the principal of, redemption premium, if any, and interest on the Refunded
Bonds as the same may mature or be redeemed. If any payment date shall be a day on
which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not open
for the acceptance or delivery of funds, then the Escrow Agent may make payment on the
next business day. The liability of the Escrow Agent for the payment of the principal of,
redemption premium, if any, and interest on the Refunded Bonds pursuant to this
Agreement shall be limited to the application of the 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 only in the
Escrow Securities listed in Schedule B hereto and the Cash Deposit 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, 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 2012 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 2012 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.
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4/10/2012 Item 11.H.
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 CERTAIN REFUNDED BONDS.
The County hereby irrevocably instructs the Escrow Agent to direct, on behalf of the
County, that the Registrar for the Refunded Bonds give at the appropriate times the notice
or notices, if any, required by the Resolution in connection with the redemption of the
Refunded Bonds. Such notice of redemption shall be given by the Registrar for such
Refunded Bonds in accordance with the Resolution. The Refunded Bonds maturing on
and after June 1, 2014 shall be redeemed on June 1, 2013 at a redemption price equal to
100% of the principal amount thereof plus interest accrued to the redemption date. [The
Refunded Bonds maturing on June 1, 2013 shall be paid at maturity without premium.]
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 8.01 of the Resolution. Within 30 days
of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the
County, shall cause the Registrar for the Refunded Bonds to mail to the holders of the
Refunded Bonds the appropriate notices 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.
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4/10/2012 Item 11.1-1.
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 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 shall be agreed to in writing by the parties 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
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4/10/2012 Item 11.H.
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 non - negligent act, omission or
error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow
Agent shall, however, be liable to the 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 each June 1 and December 1, commencing
December 1, 2012, the Escrow Agent shall forward in writing to the County a statement
in detail of the activity of the Escrow Fund.
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
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
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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 County or by the holders of a majority in aggregate principal
amount of the Refunded Bonds then outstanding by an instrument or concurrent
instruments in writing, signed by such holders, or by their attorneys in fact, duly
authorized in writing. In the event the holders of the Refunded Bonds shall appoint a
successor Escrow Agent, the County may appoint a temporary Escrow Agent to fill such
vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in
aggregate principal amount of the Refunded Bonds then outstanding in the manner above
provided, and any such temporary Escrow Agent so appointed by the 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 remit to the County the prorated portion of prepaid fees not yet incurred or payable,
less any termination fees and expenses at the time of discharge, and shall have no further
liability hereunder and the County shall indemnify and hold harmless Escrow Agent from
any such liability, including costs or expenses incurred by Escrow Agent or its counsel.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the
United States or any State, and shall have at the time of appointment capital and surplus
of not less than $30,000,000.
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the 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,
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powers, trusts, duties and obligations of its predecessor; but such predecessor shall
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.
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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 by registered or certified mail addressed to:
Collier County, Florida
3299 Tamiami Trail East
Naples, FL 34112 -5746
Attn: Finance Director
U.S. Bank National Association
550 West Cypress Creek Road, Suite 380
Fort Lauderdale, Florida 33309
Attn: Corporate Trust Department
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.
(SEAL)
ATTEST:
Clerk
(SEAL)
COLLIER COUNTY, FLORIDA
Chairman
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
Authorized Signatory
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SCHEDULE A
REFUNDED BONDS
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Settlement
Type Date
ESCROW SECURITIES
Maturity Par
Date Amount
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4/10/2012 Item 11.1-1.
SCHEDULE B
Interest
Rate
4/10/2012 Item 11.H.
SCHEDULE C
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Payment Date Principal Interest Total
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4/10/2012 Item 11.H.
SCHEDULE D
FORM OF NOTICE OF DEFEASANCE
Notice is hereby given pursuant to Resolution No. 2003 -89 adopted by the Board
of County Commissioners of Collier County, Florida on February 25, 2003, as amended
and supplemented (the "Resolution "), that the outstanding Collier County, Florida Gas
Tax Refunding Revenue Bonds, Series 2003 described below (the "Refunded Bonds ") are
deemed to be paid within the meaning of the Resolution and shall no longer be secured
from the Pledged Funds (as defined in the Resolution) and shall be secured solely from
the irrevocable deposit of U.S. Treasury obligations and cash made by the County with
U.S. Bank National Association, Fort Lauderdale, Florida, as Escrow Agent, in
accordance with Section 8.01 of the Resolution. The Refunded Bonds maturing on and
after June 1, 2014 shall be redeemed on June 1, 2013 at the offices of the paying agent for
the Refunded Bonds at a redemption price equal to 100% of the principal amount thereof
plus interest accrued to the redemption date. [The Refunded Bonds maturing on June 1,
2013 shall be paid at maturity without premium.]
Original CUSIP
Maturity Date Interest Rate
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Principal Amount
Outstanding
Principal
Amount
Defeased
4/10/2012 Item 11.1-1.
APPENDIX E
FORM OF 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 $ Gas Tax
Refunding Revenue Bonds, Series 2012 (the 'Bonds'). The Bonds are being issued pursuant to the
Resolution No. 2003 -89 adopted by the Board of County Commissioners of the Issuer (the 'Board ") on
February 25, 2003, as amended and supplemented from time to time, as particularly amended by
Resolution No. 2003 -247 adopted by the Board on July 29, 2003 and Resolution No. 2005 -210 adopted by
the Board on May 24, 2010, and as particularly supplemented by Resolution No. 2012 -_ adopted by the
Board of County Commissioners of the Issuer on April 10, 2012, 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 of the
Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure
requirements of Securities and Exchange Commission Rule 15c2 -12.
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 in this Section,
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.
"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.
"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
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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 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. The
Repositories currently approved by the Securities and Exchange Commission may be found by visiting
the Securities and Exchange Commission's website athttl2://www.sec.gov/ii-ifo/iiiuiiici.12al/iiri-nsir.htm. As
of the date hereof, the Repository recognized by the Securities and Exchange Commission for such
purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure
submissions through its Electronic Municipal Market Access ( "EMMA ") web portal at
"http: / /emma.msrb.org."
"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 30f following the end of the prior fiscal year, beginning with the fiscal year ending September 30,
2011 with respect to the report for the 2010 -2011 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(c).
(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
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
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4/10/2012 Item 11.H.
(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.
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 , 2012 (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 to the following information and operating data set forth in the Official
Statement entitled: "NUMBER OF TAXABLE GALLONS SOLD," "COUNTY FUEL TAX REVENUES
DISTRIBUTED STATEWIDE," "SEVENTH CENT GAS TAX REVENUES," "NINTH CENT GAS TAX
REVENUES," "CONSTITUTIONAL GAS TAX REVENUES," "GAS TAX REVENUES," "PRO -FORMA
DEBT SERVICE COVERAGE" and "SCHEDULE OF COUNTY CONTRIBUTIONS TO THE FLORIDA
RETIREMENT SYSTEM."
The information provided under Section 4(b) may be included by specific reference to other
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;
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4/10/2012 Item 11.1-1.
substitution of credit or liquidity providers, or their failure to perform;
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;
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;
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4/10/2012 Item 11.1-1.
(e) the name and date of the document being submitted; and
(f) contact information for the submitter.
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 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(c), 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
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4/10/2012 Item 11.1-1.
financial statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
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.
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4/10/2012 Item 11.1-1.
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 2012
COLLIER COUNTY, FLORIDA
By:,
Chair, Board of County Commissioners
Approved as to Form and Legal Sufficiency:
County Attorney
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4/10/2012 Item 11.H.
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Collier County, Florida
Name of Bond Issue: Gas Tax Refunding Revenue Bonds, Series 2012
Date of Issuance: 2012
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 2012. The Issuer anticipates that the Annual Report will be filed by
Dated:
COLLIER COUNTY, FLORIDA
By:
Name:
Title:
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4/10/2012 Item 11.H.
RESOLUTION NO.
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 2003 -89 WHICH,
AMONG OTHER THINGS, AUTHORIZES THE
ISSUANCE OF GAS TAX REVENUE BONDS FROM
TIME TO TIME; AUTHORIZING THE REFUNDING OF
ALL OR A PORTION OF THE COUNTY'S
OUTSTANDING COLLIER COUNTY, FLORIDA GAS
TAX REFUNDING REVENUE BONDS, SERIES 2003;
AUTHORIZING THE ISSUANCE OF THE COLLIER
COUNTY, FLORIDA GAS TAX REFUNDING REVENUE
BONDS, SERIES 2012 IN AN AGGREGATE PRINCIPAL
AMOUNT OF NOT EXCEEDING $50,000,000 IN ORDER
TO REFUND SUCH SERIES 2003 BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS WITH
RESPECT TO SAID BONDS; AUTHORIZING THE
AWARDING OF SAID BONDS PURSUANT TO A
PUBLIC BID; DELEGATING CERTAIN AUTHORITY
TO THE CHAIRMAN 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; AUTHORIZING
THE DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT WITH RESPECT
THERETO; APPOINTING THE PAYING AGENT AND
REGISTRAR FOR SAID BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND THE APPOINTMENT OF
AN ESCROW AGENT THERETO; ESTABLISHING A
BOOK -ENTRY SYSTEM OF REGISTRATION FOR THE
BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE
CERTIFICATE; AND PROVIDING AN EFFECTIVE
DATE.
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4/10/2012 Item 11.H.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On February 25, 2003, the Board of County Commissioners (the "Board ")
of Collier County, Florida (the "Issuer ") duly adopted Resolution No. 2003 -89, as
amended and supplemented (as supplemented hereby, the "Resolution "), authorizing,
among other things, the issuance of $102,125,000 Collier County, Florida Gas Tax
Revenue Bonds, Series 2003 (the "Series 2003 Bonds "), which Series 2003 Bonds were
issued for the principal purpose of financing a portion of the costs of certain
transportation- related capital improvements and to current refund the Issuer's Collier
County, Florida Road Improvement Refunding Revenue Bonds, Series 1995.
(B) On June 29, 2005, the Issuer issued its $96,225,000 Collier County, Florida
Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds ") for the principal purpose
of financing a portion of the costs of certain transportation - related capital improvements.
(C) The Resolution provides for the issuance of Additional Bonds upon
meeting the requirements set forth herein and in the Resolution.
(D) The Issuer deems it to be in its best interest to refund all or a portion of the
outstanding Series 2003 Bonds (the "Refunded Bonds "), the specific maturities and
portions thereof to be refunded to be determined by the Chairman upon the advice of the
Issuer's financial advisor, Public Financial Management, Inc. (the "Financial Advisor "),
in order to achieve debt service savings.
(E) In order to refund the Refunded Bonds, the Issuer hereby determines to
issue its Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 (the
"Series 2012 Bonds "), which Series 2012 Bonds shall be issued on parity with the
outstanding Series 2005 Bonds and any portion of the Series 2003 Bonds that are not
refunded in connection with the issuance of the Series 2012 Bonds (the "Unrefunded
Series 2003 Bonds "), except as otherwise provided herein or in the Resolution, in
accordance with the terms of the Resolution.
(F) For the payment and refunding of said Refunded Bonds, the Issuer shall, as
provided herein, deposit part of the proceeds derived from the sale of the Series 2012
Bonds, together with other legally available moneys of the Issuer, in an escrow deposit
trust fund to purchase direct U.S. Treasury obligations (the "Refunding Securities ")
which shall be sufficient, together with investment earnings therefrom and a cash deposit,
to pay the Refunded Bonds as the same become due and payable or are redeemed prior to
maturity, all as provided herein and the hereinafter defined Escrow Deposit Agreement.
Subsequent to the defeasance of the Refunded Bonds, the Refunded Bonds shall no
0)
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4/10/2012 Item 11.H.
longer be payable from or secured by the moneys and revenues pledged therefor pursuant
to the Resolution.
(G) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Supplemental Resolution, the Series 2012 Bonds shall be advertised for competitive bids
pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit A
(the "Official Notice of Sale ").
(H) Pursuant to the Official Notice of Sale, any competitive bids received in
accordance with the Official Notice of Sale on or prior to the time and date determined by
the Chairman upon the advice of the Financial Advisor, in accordance with the terms and
provisions of the Official Notice of Sale, shall be publicly opened and announced.
(I) It is desirable for the Issuer to be able to advertise and award the Series
2012 Bonds at the most advantageous time and date which shall be determined by the
Chairman upon the advice of the Financial Advisor; and, accordingly, the Issuer hereby
determines to delegate the advertising and awarding of the Series 2012 Bonds to the
Chairman within the parameters described herein.
(J) It is necessary and appropriate that the Board determine certain parameters
for the terms and details of the Series 2012 Bonds and to delegate certain authority to the
Chairman for the award of the Series 2012 Bonds and the approval of the terms of the
Series 2012 Bonds in accordance with the provisions hereof, of the Resolution and of the
Official Notice of Sale.
(K) In the event Bond Counsel to the Issuer shall determine that the Series 2012
Bonds have not been awarded competitively in accordance with the provisions of Section
281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings
as shall be necessary to authorize and ratify a negotiated sale of the Series 2012 Bonds in
accordance with said Section 218.385, Florida Statutes.
(L) The Issuer hereby certifies that it is not in default in performing any of the
covenants and other provisions of the Resolution and all of the covenants and other
provisions of the Resolution shall apply to the Series 2012 Bonds.
(M) The Resolution provides that the Series 2012 Bonds shall mature on such
dates and in such amounts, shall bear such rates of interest, shall be payable in such
places and shall be subject to such redemption provisions as shall be determined by
Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer
set forth the parameters and mechanism to determine such terms and details.
(N) The Series 2012 Bonds shall not constitute a general obligation or pledge of
the faith, credit or taxing power of the Issuer, the State of Florida, or any political
subdivision thereof, within the meaning of any constitutional or statutory provisions.
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4/10/2012 Item 11.H.
Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be
obligated (i) to exercise its ad valorem taxing power in any form on any real or personal
property of or in the Issuer to pay the principal of the Series 2012 Bonds, the interest
thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of
the Issuer except from the Pledged Funds, in the manner provided in the Resolution.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION; AUTHORIZATION OF REFUNDING OF REFUNDED BONDS.
This Supplemental Resolution is adopted pursuant to the provisions of the Act and the
Resolution. The Issuer hereby authorizes the refunding of the Refunded Bonds in
accordance with the provisions hereof and of the Resolution in order to achieve debt
service savings.
SECTION 4. DESCRIPTION OF THE SERIES 2012 BONDS. The
Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal
amount of not exceeding $50,000,000 to be known as the "Collier County, Florida Gas
Tax Refunding Revenue Bonds, Series 2012" (or such other series designation as the
Chairman may determine), for the principal purpose of refunding the Refunded Bonds.
The aggregate principal amount of the Series 2012 Bonds to be issued pursuant to the
Resolution shall be determined by the Chairman provided such aggregate principal
amount does not exceed $50,000,000. The Series 2012 Bonds shall be dated as of their
date of delivery or such other date as the Chairman may determine, shall be issued in the
form of fully registered Bonds in the denomination of $5,000 or any integral multiple
thereof, shall be numbered consecutively from one upward in order of maturity preceded
by the letter "R ", shall bear interest from the dated date determined therefor, payable
semi - annually, on June 1 and December 1 of each year (the "Interest Dates "),
commencing on December 1, 2012, or such other dates as may be determined by the
Chairman.
Interest on the Series 2012 Bonds shall be payable by check or draft of U.S. Bank
National Association, Fort Lauderdale, Florida, as Paying Agent (the "Paying Agent "),
made payable and mailed to the Holder in whose name such Series 2012 Bonds 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 the applicable Interest Date, or,
at the request and expense of such Holder, by bank wire transfer to the account of such
Holder. Principal of the Series 2012 Bonds is payable to the Holder upon presentation,
when due, at the designated corporate trust office of the Paying Agent. The principal of,
redemption premium, if any, and interest on the Series 2012 Bonds are payable in lawful
money of the United States of America.
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4/10/2012 Item 11.H.
The Series 2012 Bonds shall bear interest at such rates and yields, shall mature on
June 1 of each of the years and in the principal amounts corresponding to such years, and
shall have such redemption provisions as determined by the Chairman subject to the
conditions set forth in Sections 4, 5 and 6 hereof and the provisions of the Official Notice
of Sale. The final maturity of the Series 2012 Bonds shall not be later than June 1, 2023.
All of the terms of the Series 2012 Bonds will be included in a certificate to be executed
by the Chairman following the award of the Series 2012 Bonds (the "Award Certificate ")
and shall be set forth in the final Official Statement, as described herein.
The Chairman shall determine, upon the advice of the Financial Advisor and the
Issuer's Bond Counsel, which specific maturities of the Series 2003 Bonds (or portions
thereof) shall be refunded in connection with the issuance of the Series 2012 Bonds and
only such maturities (or portions thereof) shall constitute "Refunded Bonds" hereunder.
SECTION 5. AWARD OF SERIES 2012 BONDS. The Chairman, on
behalf of the Issuer and only in accordance with the terms hereof and of the Official
Notice of Sale, shall award the Series 2012 Bonds to the underwriter or underwriters (the
"Underwriters ") that submit a bid proposal which complies in all respects with the
Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to
purchase the Series 2012 Bonds at the lowest true interest cost to the Issuer, as calculated
by the Issuer's Financial Advisor in accordance with the terms and provisions of the
Official Notice of Sale; provided, however, the Series 2012 Bonds shall not be awarded
to any bidder unless the net present value savings with respect to the refunding of the
Refunded Bonds (as calculated by the Issuer's Financial Advisor) is equal to or greater
than 5.00% of the principal amount of the Refunded Bonds. In accordance with the
provisions of the Official Notice of Sale, the Chairman may, in his sole discretion, reject
any and all bids.
SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2012
BONDS. The Series 2012 Bonds may be redeemed prior to their respective maturities
from any moneys legally available therefor, upon notice as provided in the Resolution,
upon the terms and provisions as determined by the Chairman, in his discretion and upon
the advice of the Financial Advisor; provided, however, with respect to optional
redemption terms for the Series 2012 Bonds, if any, the first optional redemption date
may be no later than June 1, 2023 and there shall be no call premium relating to any
redemption. Terms Bonds may be established in accordance with the provisions of the
Official Notice of Sale. The redemption provisions for the Series 2012 Bonds, if any,
shall be set forth in the Award Certificate and in the final Official Statement.
Notwithstanding the foregoing, the Chairman, upon the advice of the Financial Advisor,
may determine to issue the Series 2012 Bonds without any optional redemption
provisions.
SECTION 7. FULL BOOK - ENTRY. Notwithstanding the provisions set
forth in Section 2.07 of the Resolution, the Series 2012 Bonds shall be initially issued in
G
J
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4/10/2012 Item 11.H.
the form of a separate single certificated fully registered Series 2012 Bond for each of the
maturities of the Series 2012 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 "). As long as the
Series 2012 Bonds are registered in the name of Cede & Co., all of the Outstanding
Series 2012 Bonds shall be registered in the registration books kept by the Registrar in
the name of Cede & Co., all payments of principal on the Series 2012 Bonds shall be
made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as
Holder of the Series 2012 Bonds, upon presentation of the Series 2012 Bonds to be paid,
to the Paying Agent.
With respect to Series 2012 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 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 Series
2012 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 Series 2012 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 any, or interest on the Series 2012 Bonds. The Issuer, the Registrar
and the Paying Agent may treat and consider the Person in whose name each Series 2012
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 any, 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 any, and interest on the Series 2012
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 of, Redemption
Price, if any, and interest on the Series 2012 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 any, and interest pursuant to the
provisions of the 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 the Resolution with respect to transfers during the 15 days
next preceding an Interest Date or first mailing of notice of redemption, the words "Cede
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4/10/2012 Item 11.H.
& Co." in this Supplemental Resolution 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 Series 2012 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 Series 2012
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 with all applicable
policies and procedures of DTC regarding discontinuing the book -entry only registration
system, the Series 2012 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 whatever name or names Holders shall designate, in accordance
with the provisions of the Resolution. In such event, the Issuer shall issue and the
Registrar shall authenticate, transfer and exchange the Series 2012 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 Issuer Letter of Representations previously executed by the Issuer and delivered
to DTC shall apply to the payment of principal of, premium, if any, and interest on the
Series 2012 Bonds.
SECTION 8. APPLICATION OF SERIES 2012 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2012 Bonds shall be applied by the
Issuer as follows:
(A) A sufficient amount of the Series 2012 Bond proceeds shall be deposited
irrevocably in trust in the escrow deposit trust fund established under the terms and
provisions of the Escrow Deposit Agreement, dated as of the dated date of the Series
2012 Bonds (the "Escrow Deposit Agreement "), between the Issuer and U.S. Bank
National Association, Fort Lauderdale, Florida, as Escrow Agent, and, other than a cash
deposit, shall be invested, together with other legally available moneys of the Issuer, in
Refunding Securities in the manner set forth in the Escrow Deposit Agreement, which
investments shall mature at such times and in such amounts as shall be sufficient to pay
the principal of, redemption premium, if any, and interest on the Refunded Bonds as the
same become due and payable whether at maturity or upon earlier redemption. Subject to
the issuance and delivery of the Series 2012 Bonds, the Refunded Bonds maturing on and
after June 1, 2014 shall be redeemed on June 1, 2013, or such later date as shall be
approved by the Chairman.
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4/10/2012 Item 11.1-1.
(B) A sufficient amount of the Series 2012 Bond proceeds shall be applied to
the payment of costs and expenses relating to the issuance of the Series 2012 Bonds.
(C) A sufficient amount of the Series 2012 Bond proceeds shall be deposited to
the Series 2012 Subaccount of the Reserve Account established under Section 15 hereof
in order to satisfy the Reserve Account Requirement for the Series 2012 Bonds, as
described in Section 15 hereof.
SECTION 9. TRANSFER OF CERTAIN MONEYS. The Refunded
Bonds will be refunded from proceeds of the Series 2012 Bonds and other legally
available moneys of the Issuer. Any excess moneys on deposit in the funds or accounts
established pursuant to the Resolution not required by the terms of the Resolution or this
Supplemental Resolution to be on deposit therein or in any other fund or account shall be
transferred to the escrow deposit trust fund established pursuant to the Escrow Deposit
Agreement.
SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hereby authorizes the distribution and use of the Preliminary Official Statement in
substantially the form attached hereto as Exhibit B in connection with the offering of the
Series 2012 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, the Chairman is hereby authorized to approve such
insertions, changes and modifications. The Chairman 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
the Chairman deeming the Preliminary Official Statement "final' as described above shall
be conclusive evidence of the approval of any insertions, changes or modifications.
SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions
of the Official Statement relating to the Series 2012 Bonds shall be substantially as set
forth in the Preliminary Official Statement and shall include all of the specific financial
terms of the Series 2012 Bonds. Subject in all respects to the award of the Series 2012
Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale,
the Chairman is hereby authorized and directed to execute and deliver said Official
Statement in the name and on behalf of the Issuer, and thereupon to cause such Official
Statement to be delivered to the Underwriters with such changes, amendments,
modifications, omissions and additions as may be approved by the Chairman. Said
Official Statement, including any such changes, amendments, modifications, omissions
and additions as approved by the Chairman and the information contained therein are
hereby authorized to be used in connection with the sale of the Series 2012 Bonds to the
public. Execution by the Chairman of the Official Statement shall be deemed to be
conclusive evidence of approval of such changes.
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4/10/2012 Item 11.1-1.
SECTION 12. 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 Chairman is hereby authorized to make such
changes, insertions and modifications as he shall deem necessary prior to the
advertisement of such Official Notice of Sale or a summary thereof. The Chairman is
hereby authorized to advertise and publish the Official Notice of Sale or a summary
thereof at such time as he shall deem necessary and appropriate, upon the advice of the
Issuer's Financial Advisor, to accomplish the competitive sale of the Series 2012 Bonds.
SECTION 13. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the award of the Series 2012 Bonds in
accordance with this Supplemental Resolution and the Official Notice of Sale, U.S. Bank
National Association, Fort Lauderdale, Florida, is hereby designated Registrar and
Paying Agent for the Series 2012 Bonds. The Chairman and/or the Clerk are hereby
authorized to enter into any agreement which may be necessary to effect the transactions
contemplated by this Section 13 and by the Resolution.
SECTION 14. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT
AGREEMENT. The Issuer hereby authorizes and directs the Chairman and Clerk to
execute the Escrow Deposit Agreement and to deliver the Escrow Deposit Agreement to
U.S. Bank National Association, Fort Lauderdale, Florida, which is hereby appointed as
Escrow Agent thereunder. All of the provisions of the Escrow Deposit 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
Supplemental Resolution as fully and to the same extent as if incorporated verbatim
herein, and the Escrow Deposit Agreement shall be in substantially the form of the
Escrow Deposit Agreement attached hereto as Exhibit C with such changes, amendments,
modifications, omissions and additions, including the date of such Escrow Deposit
Agreement, as may be approved by said Chairman. Execution by the Chairman of the
Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of
such changes. The Chairman and the Clerk are hereby authorized and directed to execute
and file all documents necessary to purchase or subscribe to the Refunding Securities on
behalf of the Issuer.
SECTION 15. RESERVE ACCOUNT. Pursuant to the provisions of
Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount
in the Reserve Account for the Series 2012 Bonds which shall be designated as the
"Series 2012 Subaccount" of the Reserve Account. The Series 2012 Subaccount shall
solely secure the Series 2012 Bonds; any moneys, investments and /or a Reserve Account
Insurance Policy or Reserve Account Letter of Credit (a "Reserve Account Product ") in
the Series 2012 Subaccount shall be pledged solely to the payment of the Series 2012
Bonds. Funds and any Reserve Account Product on deposit in the Series 2012
Subaccount shall be maintained in an amount equal to the Reserve Account Requirement
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4/10/2012 Item 11.1-1.
for the Series 2012 Bonds, as determined below. The Series 2012 Bonds shall not be Aft
secured by any funds or Reserve Account Products on deposit in the Reserve Account, -
other than the funds and/or Reserve Account Products on deposit in the Series 2012
Subaccount.
The Chairman is authorized to determine, upon the advice of the Financial
Advisor and Bond Counsel to the Issuer, the Reserve Account Requirement for the Series
2012 Bonds prior to the award of the Series 2012 Bonds, which Reserve Account
Requirement may be $0.00 but may not be greater than the lesser of (A) the Maximum
Annual Debt Service for the Series 2012 Bonds, (2) 125% of the average Annual Debt
Service for the Series 2012 Bonds, or (3) the maximum amount allowed to be funded
from proceeds of the Series 2012 Bonds and invested at an unrestricted yield pursuant to
the Code. To the extent the Reserve Account Requirement is determined to be an amount
greater than $0.00, such amount shall be funded from funds on deposit in the Reserve
Account that are allocable to the Refunded Bonds and, if necessary, proceeds of the
Series 2012 Bonds. Any funds on deposit in the Reserve Account allocable to the
Refunded Bonds that are not transferred to the Series 2012 Subaccount of the Reserve
Account shall be deposited to the escrow deposit trust fund described in Section 9 hereof.
The Reserve Account Insurance Policy on deposit in the Reserve Account for the benefit
of the Series 2003 Bonds shall remain on deposit therein for the benefit of any
Unrefunded Series 2003 Bonds.
SECTION 16. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the award of the Series 2012 Bonds in accordance with this Supplemental
Resolution and the Official Notice of Sale, 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 Securities and Exchange Commission (the "Rule "),
it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate to be executed by the Issuer and dated the date of delivery of the Series 2012
Bonds, as it may be amended from time to time in accordance with the terms thereof.
The Continuing Disclosure Certificate shall be substantially in the form attached hereto
as Exhibit D with such changes, amendments, modifications, omissions and additions as
shall be approved by the Chairman who is hereby authorized to execute and deliver such
Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer
to comply with such Continuing Disclosure Certificate shall not be considered an Event
of Default under the Resolution; provided, however, any Series 2012 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 16 and the Continuing Disclosure Certificate. For purposes of this
Section 16, "Series 2012 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 Series 2012 Bonds (including persons holding Series 2012 Bonds through nominees,
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4/10/2012 Item 11.H.
depositories or other intermediaries), or (B) is treated as the owner of any Series 2012
Bonds for federal income tax purposes.
SECTION 17. AUTHORIZATION OF MUNICIPAL BOND
INSURANCE. The Official Notice of Sale permits the successful bidder to specify that
all or a portion of the Series 2012 Bonds shall be insured by a municipal bond insurer
designated by the bidder in its bid. The premium of such municipal bond insurance shall
be paid for by the bidder and the Issuer will not be obligated to pay any costs related to
such insurance or to enter into any agreements with respect thereto.
The identity of the insurer, if any, for the Series 2012 Bonds shall be included in
the Award Certificate described in Section 4 hereof. If insured, there shall be printed on
each insured Series 2012 Bond a statement to the effect that scheduled payments of the
principal of and interest on such Series 2012 Bonds are insured by the insurer. If any of
the Series 2012 Bonds are insured, the Official Statement for the Series 2012 Bonds shall
adequately disclose the use of such insurance and information regarding the insurer.
SECTION 18. GENERAL AUTHORITY. The members of the Board, the
County Manager, the Clerk and the officers, attorneys and other agents or employees of
the Issuer are hereby authorized to do all acts and things required of them by this
Supplemental Resolution, the Resolution, the Official Notice of Sale, the Official
Statement, the Escrow Deposit Agreement or the Continuing Disclosure Certificate or
desirable or consistent with the requirements hereof or the Resolution, the Official Notice
of Sale, the Official Statement, the Escrow Deposit Agreement or the Continuing
Disclosure Certificate for the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Series 2012 Bonds, the Resolution,
the Official Notice of Sale, the Official Statement, the Escrow Deposit Agreement and
the Continuing Disclosure Certificate and each member, employee, attorney and officer
of the Issuer or the Board and the Clerk is hereby authorized and directed to execute and
deliver any and all papers and instruments and to do and cause to be done any and all acts
and things necessary or proper for carrying out the transactions contemplated hereunder.
If the Chairman is unavailable or unable at any time to perform any duties or functions
hereunder, including but not limited to those described in Sections 4, 5 and 6 hereof, the
Vice - Chairman is hereby authorized to act on his or her behalf.
SECTION 19. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Series
2012 Bonds.
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4/10/2012 Item 11.H.
SECTION 20. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Resolution and all the terms and provisions thereof are and
shall remain in full force and effect.
SECTION 21. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED this 10th day of April, 2012.
COLLIER COUNTY, FLORIDA
(SEAL)
ATTEST:
Dwight E. Brock, Clerk
By: Deputy Clerk
Approved as to Form and Legal
Sufficiency:
County Attorney
Chairman, Board of County Commissioners
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4/10/2012 Item 11.H.
I W:4-6 -1 W
FORM OF OFFICIAL NOTICE OF SALE
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4/10/2012 Item 11.1-1.
EXHIBIT B
FORM OF PRELIMINARY OFFICIAL STATEMENT
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4/10/2012 Item 11.H.
EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
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4/10/2012 Item 11.1-1.
EXHIBIT D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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