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Agenda 10/25/2011 Item #10B10/25/2011 Item 10.B. /1 execuT$vB SOnmfnxx Rmmuaodatbn to adopt a Bond Rmolotiw autboridng the imance of Bonds in an mount ant b exceed $100.8100,040 to order 0 zehn l a portion of Cater County's onmaomng Capital Improvement Revenue Bonds, Series 2M and Series 20M. 'v , Adoption of a Bond Remlutiw auMmizin8 Me issumu of Bands in an mount not to ems i $100,MO.M in ceder to refund a portion a Me County's outamndmg Capital Mpsmemmt Revenue Bads, Series W03 and Sems 2005, wrch the mmtrt awaiting a out iment value debt service mvinga (:rev Of all issuance creel) mtimat i in SIM,WO and in allow the relax a vg:a cant funds curemly being held in the Data Service Reserve Fmd Mr Me Series 2003 and 2W5 Bonds. CONSIDBRATION&: The County's Finmas Committee, consisting of key Cowry finawid mwaizne t sla$ the County's financial advisor and bad counsel, roadway consider changes to the County's debt structure through refi:Ming or oil:m metre in pounds of Me lowest overall financing costs in the County. The Bond's Debt Management Policy, as amended, originally adopted on SMember 13, 2005 srm e; the following: finfinuffiets T County's staff and odAnnoes will undertow periotlk reviews Loll outstorMlrg debtto det) if and furdmg re is a nodes. gefordbone ll be refunding or fdeml ten: bun wnsnainin if and when there is o net ;erorromk benefit of the and ro the refunding h euentiol in order ro modernize rovenprrb essentld ro ppemtions oM momgemea. During this period ofldamdcaily low fne eat noes, Me County's debt anucEne was mmaially a1taM by refi:nding$59,895,0W in ouwmding variable rem commercial paper lure through du iammero of additional tax exunpt fixed rue bonds an July 2010. Funhar, Me County, in Novernber 2010, refunded 321,620,000 in owamnding Caput Impmvermmt Revenue Bolls, Series 2002 acbleving appmximmely $1,,100,000 in intmen rote savings ors the rarmining 11 year bond lift: while also winning $3, 853,500 from the Deb Service Rexrve Fund. This bond resoludw maeupmta the refiuv ing of up m $100,000,000 in existing oaamides aboth Series 2003 and 2005 wpiml impovonerrt bonds with no new borrowing mwols and without extending the mane of sm3 bonds. To ubmae a modest net Present value intmen one mvings a adi rnnimamJy $1,1000 cod Provide the release of cep o mm ly 5035 of Me curb held wiOdn Me Deb Service reserve Fund or S7,110,W0, a partial refimding scenario is pmpoael in elm nummd mwmrt equal to approaimate y 5001 of the outstanding bonds or $83,400,000. The poidead bonds will be awarded pnauant m a competitive bid, based upon Me lowest True Internal Can (TIC) to Collier County, wind a mexinum allowable TIC of 4 %. All closing cons are included in Me colouimiw of vet present value savings. Dependag upon market conditions, dove is the possibility Met additional mahuities above those plumed up a Me $100,000,000 ailing could be refunded provided Met not present value savings and ne dimi. Tibia derision would be main at Me time of bad pncin& Capital ❑npsovemmt Revenue Bonds tled are rat refimded will continue in be secured by a Pledge aides Cowry's half cent sales tax and debt service coverage of men bonds are expected to be approximately 2.65 Moves fullowbg are pmpwed us acdon Ube sew, Refunding Bonds will be secured by a covenant to budgtt and apixoprme legally available non an valour revenues winch provides the County with more flexibility and this Pledge is currently viewed favorably by the rating agencies. Packet Page 389 10/25/2011 Item 10.8. Pending Boats action on duns refunding, the new bands could be sold on or about November 9. 2011. Howivir, market conditions will dletrete 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 ini most favorable net interest cast FINANCE COMMITTEE RECOMMENDATION' The Finance Committee on August 26, 2011 and October 14. 1011 uncurinnotels endorsed this proposed partial debarring provided that there was a least lereakeven net presem value diHerendal over the remaining life of the Series 2003 and Series 2005 Bonds and with me undemanding that substantial fiords would Or released from the Debt gets ice Reserve Fund LEGAL CONSIDERATIONS: This item has been reviewed by both the County Anomq and the County's bond counsel, is legally sufficient, and requires majon'ty vote for approval. —3AK FISCAL IMPACT: The partial refunding of the Series 2003 and Series 2005 bonds is targeted to generate e We present alue sa s (net of all is rivals) of approx matav SI40,000 over the ring hood life nThe refunding will also allow the science of approximately 81,800,000 Rom the remaining Debt Service Reserve Fund currently restricted pursuant to bond covenants Budget amendments will be required to transfer these funds back to the appropriate Public Utilities Ponds from which they were borrowed. RECOMMENDATION: That the Beard of County Commissioners approved the attached Bond Resolution providing for the partial refunding of the Capital Improvement Reverse Bonds Series ?003 and Series 2005 and authorize all necessary budget amendments Prepared by: Mark lsackson, Corporate Finance and Management Services, County Managers Office Packet Page -390- 10/25/2011 Item 10.B. COLLIER COUNTY Board of county Commissioners Item Number: 108. Item Summary: Recommendation to adopt a Bond Resolution authorizing the issuance of Bonds in an amount not to exceed $100,0l in order to refund a portion of Collier County A outstanding Capital Improvement Revenue Bonds, Series 2003 and Series 2005, Mark Isackson, Director, Corporate Financial and Management Services, County Manager' s t>ffcel Meeting Date: 10/25/2011 Prepared By Approved By Name: Klatzkox9efT Title'. County Attorney, Date 10/19/2011912426 AM Naineasaclksoneark Title Director -Corp Financial and Mgmt Sva,CMO Date: 10/192011 9'492] AM Packet Page -391- 10/2512011 Item 10.13. COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2011 BOND RESOLUTION ADOPIED OCTOBER 25, 2011 Packet Page 392 10/25/2011 Item 10.13. TABLE OF CONTENTS PAGE ARTICLE GENERAL SECTION 1.01. DEFINITIONS._.. ........ ......... SECTION 1.02. AUTHORITY FOR RESOLUTION .__._...._......... ......... . SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT.._.___. SECTION 1.04. ENDINGS.__..._.. SECTION 1.05. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS... ....._. ........ .......... ................. .._. 10 SEE ITON 2.07. ]INTERCHANGEABILITY, NEGOTIABILITY AND ARTICLE B ...... .... 14 AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF FULL BOOK ENTRY FOR BONDS ............ .............. __._____.... 15 BONDS FORM OF BONDS ____ .... .......... .... ........ SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS..... —._Al ARTICLE III SECTION 2.02. APPLICATION OF BOND PROCEEDS 12 SECTION 2.03. EXECUTION OF BONDS . ...... __.... ....... ..... ........ ._ 13 SECTION 2.04. AUTHENTICATION.......... . ..... .. ........... .... ........... . ... 13 SECTION 2.05. TEMPORARY BONDS...... .... . .. .... .... .................... ... 13 SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST._.... 14 SEE ITON 2.07. ]INTERCHANGEABILITY, NEGOTIABILITY AND Packet Page 393- TRANSFER..... .............. _._ ............. .. ...... .... 14 SECTION 2.08. FULL BOOK ENTRY FOR BONDS ............ .............. __._____.... 15 SECTION 2.09. FORM OF BONDS ____ .... .......... .... ........ ___17 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION ...... .... . ............ _._.._ ...............25 SECTION 3.02. SELECTION OF BONDS' DO BE REDEEMED.. ...... — _. _..25 SECTION 3.03. NOTICE OF REDEMPTION ........ ___ ..___ _.... .... ._.......... 25 SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS....... _____-.27 SECTION 3.05. PAYMENT OF REDEEMED BONDS .27 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER ...... —.28 SECTION 4O2. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS _ ___ ..... ............... .... . _...._..._....... 28 SECTIONT03. REBATE FUND... ._.__. ........_....__ ___..29 SECTION 4.04. ANTI- DILUTION. __._. ... ............... ... _.29 Packet Page 393- 10/25/2011 Item 10.8. li Packet Page -394- ARTICLE V COVENANTS SECTION 5.01. GENERAL ..... ....... ........_. _.. .................. 31 SECTION 5.02. ANNUAL BUDGET ..... _ ............................ . ............ .... .... .... ........ _. 31 SECTION 5.03. ANNUAL AUDIT ..... ...... .... .... .... ...... ... ...... .... ................._... SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS ..__................ 31 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT .. .... ..... ..... .... .... ..... ..... . .... ....................._...33 SECTION 6.02. REMEDIES ..... ................................................ . .... ......... _..._............ 33 SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. __.. — 11 __....._34 SECTION 6.04. REMEDIES CUMULATIVE .......... ............. ............. ........... ... ... ..... 34 SECTION 6.05. WAIVER OF DEFAULT ............... ... ............ ... ... ............ ........._...... 34 SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT....... .... ........ .... 34 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS CONSENT .. .... ..... .......... ........... ..... ............. 36 SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' CONSENT.... .... 36 ARTICLE VlIl DEFEASANCE SECTION 9.01. DEFEASANCE._.. _.. ... ...................... . .................... 39 ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.91. OFFICIAAL NOTICE OF SALE ..... 41 SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT. ...... -- .. ...... .... .... .... .. . .. . ..... .. . .. _....... 41 SECTION 9.03. APPOINTMENTOFPAYING AGENTAND REGISTRAR__ ._41 SECTION 9.04. SECONDARY MARKET DISCLOSURE.... . _ .................._.._....._42 SECTION 9.05. AUTHORIZATION' CO EXECUTE ESCROW AGREEMENT_ 42 ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS ._.__ ___._43 SECTION 10.02. SEVEfCBILITY OF INVALID PROVISIONS.... 43 SECTION 10.03, VALIDATION AUTHORI ZED..._..._ .......... ....................._...._._.. 43 .� SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS. . _ ............... li Packet Page -394- 10/25/2011 Item 10. B. SECTION 1005. EFFECTIVE DATE .... ....... _.._ .... .... .... .... ......... ..__........ .... .... ..... 44 EXHIBIT A - FORM OF OFFICIAL NOTICE OF SALE EXHIBIT - FORM OF CONTIIUIG DISCLOSURE CERTIFICATE EXHIBIT C - FORM OF PRELIMINARY OFFICIAL STATEMENT EXHIBIT D - FORM OF ESCROW DEPOSIT AGREEMENT Packet Page 395- 10/25/2011 Item 10.B. RESOLUTION 2011- A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $100,000,000 iN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2011, TO REFUND A PORTION OF THE COUNTY'S OUTSTANDING CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 2003 AND CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS, SERIES 2005; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON AD VALOREM REVENUES TO PAY DEBT SERVICE ON THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE BONDS; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE 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; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT TO SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY. FLORIDA: ARTICLE GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following Terms shall have the following meanings, unless the context clearly otherwise ^ requiresv Packet Page -396- 1025/2011 Item 10.B. "Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions of law. "Amortization Installments" shall mean an amount determined as such pursuant to the provisions of this Resolution and the Official Notice of Sale and established with respect to Term Bonds. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Section 5.03 hereof. "Annual Budget" shall mean the annual budget prepared pursuant to the requirements of Section 5.02 hereof "Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Authorized Issuer Officer" shall mean the Chairman, the County Manager and the Clerk and when used in reference to any act or document, also means any other person authorized by resolution of the Issuer to perform such act or sign such document. 'Board' shall mean the Board of County Commissioners of Collier County, Florida. "Bond Counsel" shall mean Nabors, Gblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United Stales of America. "Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person ho shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. "Bonds" shall mean the Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011. "Capital Projects Funds" shall mean the "Capital Projects Funds' of the Issuer as described and identified in the Annual Audit. "Chairman" shall mean the Chairman of the Board on, in his or her absence or unavailability, the Vice Chairman of the Board "Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of the Collies County, Florida 0 Packet Page -391- 10/25/2011 Item 103. and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. "Counterparry" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "County Manager" shall mean the County Manager of the Issuer or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non -Ad Valorem Revenues (A) all obligations of the Issuer for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the Issuer to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the Issuer as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non -Ad Valorem Revenues of the Issuers provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the Issuer has covenanted to budget and appropriate sufficient Non -Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non -Ad Valorem Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of this Resolution unless the Issuer has actually used Non -Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non -Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt' as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the Issuer has not used any Non -Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from Bond proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such period of time, and (3) the Amortization Installments with respect to Outstanding Term Bonds coming due in such period of time. For purposes of this definition, (A) if the Bonds have 25% or more of the aggregate principal amount coming due in any one year, Debt Service shall be determined on the Bands during such period of time as if the principal of, Amortization Installments on and interest on such Bonds were being paid Packet Page 398 10/25/2011 Item 10.B. from the date of incurrence thereof in substantially equal annual amounts over a period of 25 years, and (8) with respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. "Escrow Agent" shall mean U.S. Bank National Association, Fort Lauderdale, Florida, its successors and assigns. "Escrow Agreement" shall mean the Escrow Deposit Agreement to be executed between the Issuer and the Escrow Agent in connection with the refunding of the Refunded Bonds, the form of which is attached hereto as Exhibit D. "Federal Securities" shall mean non callable direct obligations of the United States of America (including obligations issued or held in book -entry, form on the books of the Department of Treasury) or nm- callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Financial Advisor" shall mean Public Financial Management, Inc., Coral Gables, Florida. "Fiscal Year" shall mean the period commencing on October 1 of each year and ^ continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" shall mean Fitch Ratings, and any assigns and successors thereto. "General Fund" shall mean the "General Fund' of the Issuer as described and identified in the Annual Audit. "General Fund Revenues" shall mean total revenues of the Issuer derived from any source whatsoever and that are allocated to and accounted for in the General Fund as shown in the Annual Audit. "Hedge Agreement" shall mean an agreement in writing bemoan the Issuer and the Couributony, pursuant to which (1) the Issuer agrees to pay to the Counterrearty an punt, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional aunt) specified in such agreement during the period specified in such agreement and (2) the Counterpany, agrees to pay to the Issuer an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement Packet Page 399 10/25/2011 Item 10.13. "Hedge Payments" shall mean any amounts payable by the Issuer on the debt or the related notional amount under a Qualified Hedge Agreement; excluding. however, any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the Issuer to provide collateral. "Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the Issuer that are allocated to and accounted for in the Capital Projects Funds as shown in the Annual Audit. "Interest Date" or "interest payment date" shall be April 1 and October 1 of each year. "Issuer" or "County" shall mean Collier County, Florida "Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service coming due in any Fiscal Year in which Bonds are Outstanding. "safoody's" shall mean Moody's Investors Service, and any assigns and successors thereto. "MSTD Revenues" shall mean all revenues of the Issuer derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area ^ Municipal Services Taxing District Fund as shown in the Annual Audit. "Non -Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD Rev, other than revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments repaired herein. "Official Notice of Sale" shall meant the Official Notice of Sale as described in Section 9.01 hereof, the form of which is attached hereto as Exhibit A, "Outstanding," when used with reference to Bonds and as of any particular date, shall describe all Bands theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu of which other Bond or Bonds have been issued under Section 2.06 hereof to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections 05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof and (4) Bonds cancelled after purchase in the open market or because of payment at, or redemption prior to, maturity. "Paying Agent" shall mean the paying agent appointed by the Issuer for the Bands and its successor or assigns, if any. The Paying Agent initially shall be U.S. Bank ^ National Association, Fon Lauderdale, Florida 5 Packet page -aw 10/25/2011 Item 10.B. "Person" shall mean an individual, a corporation, a partnership, an association, a ^ joint stock company, a trust, any unineormated organization, governmental entity or other legal entity. "Prerefunded Obligations" shall mean any bonds or other obligations of any elate of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a Fiduciary consisting only of cash or Federal Securities, secured in substantially the manner set forth in Section 8.01 hereof, which Pond may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity data or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities, which have been deposited in such fund along with any cash on deposit in such fund are sufficient, as verified by an independent certified public accountant or other expert in such maters, to pay principal of, redemption premium, if any, and interest on the bonds o r other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions refined to in clause (1) above and are not available to satisfy any ^ other claims, including Nose against the fiduciary holding the same, and (4) which are rated in the highest rating category (without regard to gradations, such as Y' or " - -" or "1, 2 or 3" of such categories) of one of the Rating Agencies. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the Issuer has received written notice from at least two of the Rating Agencies that the rating of the Couvtesp my is not less than "A." "Rating Agencies" means Fitch, Moody s and Standard & Poor's. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.03 hereof. "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunded Bonds" shall mean that portion of the Series 2003 Bonds and Series 2005 Bonds that are refunded in connection with the issuance of the Bonds, the specific namrnies and principal amounts of which will be determined in accordance with the provisions of Section 2.01 hereof. The Refunded Bonds shall be identified in the Escrow ^ Agreement Packet Page -401- 10/25/2011 Item 10.8. i-. "Refunding Securities" shall mean Federal Securities and Prerefunded Obligations. "Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds and its successor or assigns, if any. The Registrar initially shall be U.S. Bank National Association, For Lauderdale, Florida. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "Series 2003 Bonds" shall mean the outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2001 "Series 2005 Bonds" shall mean the outstanding Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2005. "Standard and Poor's" or "S &P" shall mean Standard and Fear's Ratings Services, and any assigns and successors thereto. "State" shall mean the State of Florida. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01 end 7.02 hereof. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby. "Unincorporated Area Municipal Services Taxing District Fund" shall mean the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special Revenue Funds" of the Issuer as such Funds are described and identified in the Annual Audit. The terms "herein," "hereunden" "hereby," "herein," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the teal "hereafter" shall mean after the date of adoption of this Resolution. Words imparting the masculine gender include every other gender. Words importing the singular number include the plural number, and vice votes. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuarn to the provisions of the Act. The Issuer has ascertained and hereby 7 Packet Page 402- 1025/2011 Item 10.B. determined that adoption of this Resolution is necessary to carry out the powers, purposes ^ and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a pan of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract between the Issuer, the Holders from time to time of the Bonds. The pledge made in the Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds but only in accordance with the terms hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of tte Bonds over any other thereof except as expressly provided in or pursuant to this Resolution SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that ^ (A) The Issuer has previously issued the Series 2003 Bonds and Series 2005 Bonds to France and refinance various capital improvements within the Issuer. (B) The Issuer hereby deems it to be in its best interests to refund a portion of the outstanding Series 2003 Bonds and Series 2005 Bonds, principally to allow for the release of certain debt service reserve funds scouring such Bonds. (C) The Chairman shall determine, upon the advice of the Financial Advisor and Bond Counsel, which maturities and principal amounts of the Seize 2003 Hoods and Series 2005 Bonds should be refunded and such Series 2003 Bonds and Series 2005 Bonds shall constitute "Refunded Bonds' hereunder. (D) In order to refund the Refunded Bonds the issuer deems it to be in its best interest to issue the Bonds. (E) A portion of the proceeds derived from the sale of the Series 2011 Bonds, together with other legally available moneys of the Issuer, shall be deposited to a special escrow deposit trust fund to purchase Federal Securities which shall be sufficient, together with the investment earnings therefrom and a cash deposit, if any, to pay the Refunded Bonds as the same become due and payable or are redeemed prior to maturity, all as provided herein and in the Escrow Agreement Packet Page -403- 10/25/2011 Item 10. B. (F) Upon the advice of the Financial Advisor and in light of the current interest rate market, the Issuer deems it to be in its best interest to now issue the Bonds for the purpose of refunding the Refunded Bonds, as determined pursuant to the provisions huem. (0) In accordance with Section 218.385, Florida Statutes, and pursuant to this Resolution, the Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit A, or a summary thereof. (H) pursuant to the Official Notice efSale, competitive bids for the purchase of the Bonds received in accordance with the Official Notice of Sale on or prior to 10:00 am., Eastern standard time, on November 9, 2011, or such other date or time as is determined by the Chairman in accordance with the terms and provisions hereof and of the Official Notice of Salt, shall be publicly opened and announced. (I) Due to the present volatility and uncertainty of the market for tax - exempt obligations such as the Bonds, it is desirable for the Issuer to be able to advertise and award the Bonds at the most advantageous time and date instead of restricting the sale and award to the date of a particular meeting of the Board; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Bonds to the Chairman within the parameters described herein_ (te It d necessary and appropriate that the Issuer in authority certain parameters for the leans and e ails of the Beads and to delegate certain authority m the Chairman for the award of the Bonds and the approval of the of the Bonds in accordance with the provisions hereof and of the Official Notice of Sale. IN) In the event Band Counsel shall determine that the Bonds have not been warded competitively in accordance with the provisions of Section 218.385, Florida Statutes, the Issuer shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Bonds in accordance with said Section 218.385. (L) The Bonds shall be secured solely by a covenant of the Issuer, subject to certain conditions set forth herein, to budget and appropriate from Non -Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Bonds, when due. (M) The principal of and interest on the Bonds to be issued pursuant to this Resolution, and all other payments provided for in this Resolution will be paid solely from Non -Ad Valorem Revenues in cordance with the terms hereof; and the ad valorem taxing power of the Issuer wall never be necessary or authorized to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution, or to make any other payments provided for in this Resolution, and the Bonds shall not constitute a r, lien upon any property whatsoever of or in the Issuer. Packet Page -4M 10/2512011 Item 10.B. SECTION 1.05. AUTDORIZ TION OF REFUNDING OF REFUNDED BONDS. The refunding of the Refunded Bonds in order to release certain debt service reserve funds that secure the Refunded Bonds is hereby authorized. Packet Page -405 - 10/25/2011 Item 10.B. ARTICLE 11 AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS. (A) This Resolution creates an issue of Bonds of the Issuer to be designated as "Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011," issued in the aggregate principal amount of not exceeding $100,000,000. The Chairman is authorized to modify the series designation of such Bonds, in his discretion, poor to the issuance thereof. The Chairman shall determine the aggregate principal amount of the Bonds prior to their issuance in accordance with the Official Notice of Sale provided such principal amount does not exceed $100,000,000. The Bonds are issued for the principal purposes of refunding the Refunded Bonds and paying certain casts of issuance incurred with respect to the Bonds. The Bonds shall be dated as of their date of delivery (or such other date as the Chairman may determine), shall be numbered consecutively from one upward in order of maturity preceded by the letter "R ", shall be issued in the form of fully registered Bonds in denominations of $5,000 and any integral multiple thereof, shall be initially to book - entry only form of registration, shall bear interest from their date of delivery (or such other date as the Chairman may determine), payable semiannually on each Interest Date, commencing on April 1, 2012 (or such other date as the Chairman may determine). The Bonds shall bear interest computed on the basis of a 360 -day year consisting of twelve 30 day months. The Bonds shall beer interest at such rates and yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and, except as otherwise provided herein, shall have such redemption provisions, all as determined by the Chairman, upon the advice of the Financial Advisor, subject to the conditions set forth in this Section 2.01_ The final maturity of the Bonds shall not be later than October 1, 2029_ All of the terms of the Bonds will be included in a certificate to be executed by the Chairman or other Authorized Issuer Officer following the award of the Bonds (the "Award Certificate ") and shall be set forth in the final Official Statement, as described herein. 11c principal of, or Redemption Price, if applicable, on the Bonds are payable upon presentation and surrender of the Bonds at the office of the Paying Agent. Interest payable on any Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or at the request of such Holder, by bank wire transfer for the account of such Holder_ All payments of principal of, or Redemption Price, if applicable, and interest on the Bonds shall be payable in any coin or Packet Page -406- 1025/2011 Item 10.6. currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. (B) The Chairman shall determine, upon the advice of the Financial Advisor and Bond Counsel, which specific maturities of the Series 2003 Bonds and Series 2005 Bonds (or portions thereof) shall be refunded in connection with the is of the Bonds and only the maturities (and portions thereof) ) thereof so determined by the Chairman shall constitute' Refunded Bonds' hereunder (C) 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 Bonds to the underwriter or underwriters that submit a bid proposal which complies in all respects with this Resolution and the Official Notice of Sale and offers to purchase the Bonds at the lowest true interest cost to the Issuer, as calculated by the Financial Advisor in accordance with the terns and provisions of the Official Notice of Sale, provided, however, the Bonds shall not be awarded to any bidder unless the we interest cost set forth in the winning bid (as calculated by the Financial Advisor) is equal to or less than 4.00% and the net present value savings with respect to the refunding of the Refunded Bonds is not less than $0.00. In accordance with the provisions of the Official Nprice of Sale, the Chairman may, in his or her sole discretion, reject any and all bids. (D) The Bonds may be redeemed prior to their respective maturities from any � moneys legally available therefor, upon notice as provided in this Resolution, and upon the tams and provisions as shall be determined by the Chairman, upon the advice of the Financial Advisor. Notwithstanding the foregoing with respect to any optional redemption booms for the Bonds, the first call date may be no later than October 1, 2022, and the call premium, if any, for the Bonds may not exceed 1.00% of the put amount of the Bonds to be redeemed. The Chairman, upon the advice of the Issuer's Financial Advisor, shall also determine which Bonds, if any, shall be subject to optional redemption. Tam Bonds and the Amortization Installments thereto may be established to accordance with the tams of the Official Notice of Sale. SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds derived from the sale of the Bonds, including premium, if any, shall be applied by the Issuer as follows' (A) A sufficient amount of Bond proceeds, together with other legally available moneys of the Issuer, shall be deposited irrevocably in trust in an escrow deposit trust fund or funds established under the terms and provisions of the Escrow Agreement and, other than a cash deposit, shall be invested in Federal Securities in the manner set forth in the Escrow Agreement. which investments shall mature at such times and in such nuns as shall be sufficient, together with such cash deposit, to pay the principal of, premium, if applicable, and interest on the Refunded Bonds as the same mature or are redeemed on their respective redemption date&. Packet Page -407 - 10/25/2011 Item 10.13. (B) The balance of the Bond proceeds shall be used to pay costs and expenses relating to the issuance of the Bonds. SECTION 2.03. EXECUTION OF BONDS. no Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chairman and the official seal of the Issuer shall be imprinted thereon, attested with the manual or facsimile signature of the Clerk In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authonzed. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.09 hereof. SECTION 2.05. TEMPORARY BONDS. Until definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bands for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and maturity as the temporary Bonds surrendered. Until se exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant r. to this Resolution All temporary Bonds surrendered in exchange for another temporary Packet Page -40& 10/25/2011 Item 10.B. Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrwderthereof. Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original, additional contractual obligations on the part of the Issues whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights to the same extent as all other Bonds issued hereunder. SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER Bonds, upon surrender thereof atthe office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the 14 Packet Page 403 10/25/2011 Item 10.B. transferee a new Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The Issuer, the Registrar and my Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall he registered upon the books of the Issuer as the absolute owner of such Bond whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Bonds, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for the Bonds; (B) following the fifteenth day next preceding The date of first mailing of notice of redemption of any Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Bonds, shall certify and famish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit such payment by hank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chairman and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall net be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding an Interest Date on the Bonds or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the provisions set forth in Section 3.07 hereof, the Bands shall be initially issued in the form of a separate single certificated fully registered bond certificate for each of the authorities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of .� The Depository Trust Company (OTC "). All of the Outstanding Bonds shall be Packet Page -010 - 10/25/2011 Item 10.B. registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC As long as the Bonds shall be registered in the name of Cede & Co., all payments of principal on the Bonds sball be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Bonds, upon presentation of the Bonds to be paid, to the Paying Agent. With respect to the Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book-entry program Cho "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 he Co. or any Participant with respect to any ownership interest on the Bonds, (B) the delivery to any Participant or any other Person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Bonds, Including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, Redemption Price, if applicable, or interest on the Bonds. The Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose name each Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, Redemption Price, if applicable, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Pried, if applicable, and interest on the Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuers obligations with respect to payment of principal, Redemption Pried, if applicable, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, Redemption Price, if applicable, and interest pursuant to the provisions of this Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.07 with respect o transfers during the 15 days next preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that ail of the Outstanding Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, ^ Packet Page -411- 10/25/2011 Item 10.13. is not in the best interest of the beneficial owners of the Bonds or (it) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book -entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer of all applicable policies and procedures of DTC regarding discontinuance of the book entry registration system, the Bonds shall no longer be restricted to bang registered in the registration books kept by the Registrar is 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 this Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry only system is discontinued, the provisions set forth in the Blanket Letter of Representations previously excuutrd by the Issuer and delivered to DTC shall apply to the payment of principal of, Redemption Price, if applicable, and invest on the Bonds. SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and or desirable and approved by the Chairman prior to the issuance thereof ^ (which necessity end /or desirability and approval shall be presumed by such effects execution of the Bonds and the Issuers delivery of the Bonds to the purchaser or purchasers thereof): Packet Page 412- No.R- 10/25/2011 Item 10. B. UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2011 Interest Maturity Date of Rate Date Original Issue CUSP Number Registered Holder. Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a political subdivision of the Stale of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Non -Ad Valorem Revenues hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per arum identified above on April 1 and October 1 of each year commencing April I, 2012 until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts Such Principal Amount on this Bond is payable at the designated corporate cost office of 1 , Florida, as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by Florida, as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check of such Paying Agent mailed to such Registered Holder at the address appearing on is Packet Page -413- 10/25/2011 Item 10.8. such registration books or, at the request of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall be calculated on the basis of a 360 day year of twelve 30 -day months. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of S (the 'Bonds') of like date, tenor and effect, except as to maturity date, interest rate, denomination and number issued under the authonty of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act "), and a resolution duly adopted by the Board of County Commissioners of the Issuer, on October 25, 2011, as the sa e may be amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Resolution. The Bonds are being issued to refund certain outstanding indebtedness of the Issuer. Pursuant to the Resolution, the Issuer has covenanted to appropriate in its annual budget, by amendment, if necessary, such amounts of Non Ad Valorem Revenues which art not otherwise pledged, restricted o umbered, as shall be necessary to pay the principal of and interest on the Bonds when due and all required rebate payments. Such covenant to appropriate Non -Ad Valorem Revenues is not a pledge by dre Issuer of such .� Non -Ad Valorem Revenues and is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds or other debt instruments) and also to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by applicable law. IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL BE PAYABLE SOLELY FROM THE AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS DESCRIBED ABOVEAND AS PROVIDED IN THE RESOLUTION. The Issuer has established a book -entry system of registration for the Bonds. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond 19 Packet Page 414- 10/25/2011 Item 10.8. on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of $5,000 and artv integral multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer , the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the j absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary . The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the fifteen (1 5) days next preceding an interest payment date or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption dale. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar, provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect has occurred. to the event that Ices than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Hoods in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. As long as the book-entry only system is used for determining beneficial ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC Participants, who will in mint be responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant to notify the beneficial owner of any such notice, will not affect the validity of the redemption of the Bonds. Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the 20 Packet Page 415- 10/25/2011 Item 10.B. ^ pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Construction of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the Chairman nor the members of the Board of County Commissioners of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Chairman of the Board of County Commissioners and attested by the manual or facsimile signature of the Clerk of the Circuit Court for Collier County, Florida and Ex- Officio Clerk of the Board of County Commissioners, and its official seal or a facsimile thereof to be affixed or reproduced hereon, all Date of Original Issue COLLIER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTESTED. Clerk, Circuit Court for Collier County, Florida and Ex- Officio Clerk of the Board of County Commissioners Approved as to Form and Legal Sufficiency: County Attorney 21 Packet Page -416 - 10/25/2011 Item 10.6. CERIIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within- mentioned kcsolution. DATE OF AUTHENTICATION. BY: Authorized Officer 22 Packet Page -6ll- 10/25/2011 Item 10.13. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner her eoh Cede & Co., has an interest herein. FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint ^ as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular. without alteration or enlargement or any change whatever and the Social Security or other identifying umber of such assignee must be supplied 23 Packet Page -419 - 10/25/2011 Item 10.B. The following abbreviations, when used in the inscription on the face of the within Bond, shall be consumed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties II TEN — as joint tenants with right of survivorship and not as tenants in common LlNIF TRANS MIN ACC -- (Cost,) Custodian for under Uniform Transfers Io Minors Act of (State) Additional abbreviations may also be used though not in list above. ?q Packet Page 419 10/25/2011 Item 10.B. ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this Article III shall apply to redemption of Bonds. BO The Bonds may be subject to such optional and mandatory sinking fund redemption provisions as are determined by the Chairman in accordance with Section 2.01 hereof and as set forth in the Official Statement. SECTION3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection -� for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof Notwithstanding the foregoing, in the event that leas than the entire principal amount of a Term Bond is to be optionally redeemed, the Issuer shall determine bow the principal amount of such refunded Term Bond is to be allocated to the Amortization Installments for the Term Bond and shall notify the Paying Agent and Registrar of such allocation. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption. the principal amount thereof to be redeemed. SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place forredemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the Paying Agent of such Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption r. date to the registered securities depositories and two or mom nationally recognized municipal bond information services as hereinafter provided in this Section 3.03. Failure 25 Packet Page -420- 10/25/2011 Item 10.B. to mail such notice to such depositories or services or the Holders of the Bonds to be ^ redeemed, or any defeat therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holders Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest home by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the use of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in pan only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in pan, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer for such purpose prior to the mailing of the notice of redemption, that such ^ redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. In addition to the mailing of the notice described above each notice of redemption and payment of the Redemption Price shall meet the following requirements; provided, however, the failure to provide such further notice of redemption or to comply with the terms of this paragraph shall not in any manner defeat the effettivencss of a call for redemption if notice thereof is given as prescribed above: (A) Each further notice of redemption shall be sent by Omitted mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depositary Trust Company, Philadelphia, Pennsylvania) and to two or more national information services which disseminate notices of prepayment or redemption of obligations such as the Bonds (such information services now being called Financial Information, Ine's "Daily Called Bond Service," ,Jersey City, New Li-sey, Kenny lnfompatien Service's "Called Bond Service," New York, New York Moody's "Municipal and Government," New York, New York and Standard & Poor§ "Called Bond Record," New York, New York). ^ 26 Packet Page 421- 10/25/2011 Item 10.13. B) Each further notice of redemption shall be sent to such other Person, if any, as shall be required by applicable law or regulation. The Issuer may provide that a redemption will be contingent upon the occurrence of amain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Bondholders as soon as practicable but in no event later than three business days following knowledge by the Issuer and/or the Registrar that the condition for redemption has not or will not occur. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written prominent of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination, as requested by such Holder in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONS. Notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. [Remainder of page intentionally left blank] 27 Packet Page 422 1025/2011 Item 1O.B. ARTICLE IV SECURITY; FUNDS; COVENANTS OF IHE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. 'Me Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from amounts budgeted and appropriated by the Issuer from Non-Ad Valorem Revenues in accordance with Section 4.02 hereof. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power t0 pay such Bond, or be entitled to payment of such Bond from any moneys of the Issuer except from the Non -Ad Valorem Revenues in the manner and to the extent provided herein. SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS. Me Issuer covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to (A) pay principal of and interest on the Bonds when due, and (B) pay all required deposits to the Rebate Fund pursuant to Section 4.03 hereof. Such covenant and agreement on the part of the Issuer to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and annually paid. Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant to maintain any services or programs, now provided or maintained by the Issuer, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, not does it preclude the Issuer from pledging in the futuro its Non -Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such covenant in appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bonds, in the manner described herein, Non -Ad Valorem Revenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall net exceed the amount to be received from taxation or other .-. revenue sources; and subject, further, to the payment of services and programs which are 28 Packet Page -423 - 10/25/2011 Item 10.B. for essential public purposes affecting the health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by applicable law. The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds, solely from funds budgeted and appropriated as described in this Section 4.02, at least one business day prior to the date designated for payment of any principal of or interest on the Bonds, sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such moneys for payment of the principal and interest on the Bonds when due. SECTION 4.03. REBATE FUND. The Issuer covenants and agrees to establish a special fund to be known as the' Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 Rebate Fund,' which shall be held in treat by the Issuer and used solely to make required rebates to the United States (except to the extent the same may be used to pay debt service on the Bonds) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to the Bonds, including, but not limited to (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Tmasury, from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.03 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above - described arbitrage certificates may be amended without the consent of any Holder from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code SECTION 4.04. ANTI - DILUTION. During such time as any Bonds are Outstanding hereunder, the Issuer agrees and covenants with the Bondholders that (1) Non -Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Bends and maximum annual debt service on Debt by at least ISxs, and (2) projected Maximum Annual Debt Service on the Bonds and maximum annual debt service for all Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues 29 Packet Page 424 10125/2011 Item 10.B. and Impact Fee Proceeds exclusive of (a) ad valorem fix avenues restricted to payment of debt service on any Debt and (b) any proceeds of the Bonds or Debt The calculations required by clauses (1) and (2) above shall be determined using the average of actual revenues for the prior two Fiscal Years based on the Issuer's Annual Audits. For the purposes of the covenants contained in this Section 4.04, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest sectors on such Debt at the current 'Bond Buyer Revenue Bond Index' as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately following sentence, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years on an approximately level debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. [Remainder of page intentionally left blank] 30 Packet Page -425- ARTICLE V COVENANTS 10125/2011 Item 10.8. SECTION 5.01. GENERAL. The Issuer hereby makes the following covenants, in addition to all other covenants in this Resolution, with each and every successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding. SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. If for any reason the Issuer shall not have adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such Fiscal Yew until the Annual Budget for such Fiscal Year is adopted. The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Issuer to ^ be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. Each Annual Audit shall be in conformity with generally accepted accounting principles as applied to governmental entities. The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The Issuer covenants with the Holders of the Bonds that it shall not use the proceeds of the Bonds in any manner which would cause the interest on such Bonds to be or become included in gross income for purposes of federal income taxation. The Issuer covenants with the Holders of the Bands that neither the Issuer nor any Person under its control or direction will make any ore of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to de any act which would cause the interest on the Bonds to become subject to inclusion within gross income for purposes of federal income taxation. 31 Packet Page 426 10/25/2011 Item 10.13. The Issuer hereby covenants with the Holders of the Bonds that it will comply with all provisions of the Code necessary to maintain the exclusion from gross income of interest on the Bonds for purposes of federal income Prouder, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code [Remainder of page intentionally left blank] 3? Packet Page 427- 10/25/2011 Item 10.B. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default" (A) Default shall be made in the payment of the principal of, Redemption Price, if applicable, or interest on any Bond when due. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect Or hereafter enacted. (C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 30 days after wntten notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until default has been corrected SECTION 6.02. REMEDIES. Any Holder of Bands issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State, or granted and remained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof, provided, however, that no Holder, trustee or receiver shall have the right to declare the Bonds immediately due and payable. The Holder or Holders of Bends in an aggregate principal amount of not less than 2a , of the Bonds then Outstanding may by a duly executed nominate in writing appoint e trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such 33 Packet Page -428- 10/25/2011 Item 10.B. Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption am given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to the Bonds owned by such Holders, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or bereafter existing at law or in equity or by statute SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any Bondholder to exercise any right or power acrsuing upon any default shall impair any such right or power or shall be construed to bee at er of any such default, o r an acquiescence therein; and every power and remedy given by Section 6.02 to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all moneys received from the Issuer for payment of the Outstanding Bonds as follows and in the following order. A- To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver and Registrar hereunder; B. To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds, as follows: 34 Packet Page -429- 10/25/2011 Item 10.B. (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due (other than interest on Bonds for the payment of which moneys are beld pursuant to the provisions of Section 8 01 of this Resolution), in the order of the maturity of sucb installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, monthly ^ according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution). (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then duo and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. 35 Packet Page 430- 10/25/2011 Item 10.13. ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the Consent of the Bondholders (which Supplemental Resolution shall thereafter form a pail hereof) for any of the following purposes: (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, autbority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. (D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer (E) To specify and determine the matters and things referred to in Section 2.01 humor and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of the Bonds. (p) I make any ether change that, in the reasonable opinion of the Issuer, would not materially adversely affect the interests of the Holders of the Bonds. SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BON'DHOLDERS'CONSEN'T. Subject to the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions herein as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so 36 Packet Page -431 10/25/2011 Item 10.13. '1 long as any Bonds of any specified maturity remain Outstanding, Be consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02, No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (D) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder ^ by reason of its failure to cause the notice required by this Section 702 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.02. whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument o - instruments shall mfrs m the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any marmer to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. 37 Packet Page -432- 10/25/2011 Item 10.B. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holden of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. [Remainder of page intentionally left blank] 38 Packet Page 433- 10/25/2011 Item 10.8. ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Bonds, the principal and interest or Redemption Price due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, all covenants, agreements and other obligations of the Issuer to the holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for payment or redemption of any Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto shall be deemed to have been paid within the meaning of this Section 8.01 if r) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and fit) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount n that the principal of and the interest on which, when due, will provide moneys which, together with the moneys, if any, deposited with such banking institution or bust company at the same time shall be sufficient, to pay the principal of, Redemption Price, if applicable and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or interest on said Refunding Securities shall be withdrawn or used for any purpose other than and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price of the Bonds for the payment of which they were deposited and the interest accruing thereon to the date of redemption or maturity, as the case may be, provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to pay the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds. If Bonds art not to be redeemed or paid within 60 days after any such def eence s described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity date upon which .� moneys are to be available for the payment of the principal of and interest on or 39 Packet Page 434- 10/25/2011 Item 10.8. Redemption Price of said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 8,01, Nothing berein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. 40 Packet Page -43s- 10/25/2011 Item 10.B. ARTICLE IN PROVISIONS RELATING TO BONDS SECTION 9.01. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are hereby authorized and approved. The Chairman is hereby authorized to make such changes, insertions and modifications as he or she shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The Chairman is hereby authorized to advertise and publish the Official Notice of Sale or a summary thereof at such time as he or she shall deem necessary and appropriate, upon the advice of the Financial Advisor and Bond Counsel, to accomplish the competitive sale of the Bonds in accordance with applicable law. SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hcrcto as Exhibit C in connection with the offering of the Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, any Authorized Officer is hereby authorized to approve such insertions, changes and modifications. Any Authorized Issuer Officer is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15e2- 12(6)(1) under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by an Authorized Issuer Officer deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. (B) Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, the Chairman is hereby authorized and directed to execute and deliver a final Official Statement, dated the date of the sale of the Bonds, which shall be in substantially the form of the Preliminary Official Statement relating to the Bonds, in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the 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 salt of the Bands to the public Execution by the Chairman of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 9.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in Section 2 01 hereof, U.S. Bank National Association, Fort Lauderdale, Florida is hereby designated Registrar and Paying Agent for the Bonds. Any Authorized Officer is hereby Packet Page 436 10125/2011 Item 10.B. authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 9.02 and by this Resolution. SECTION 9.04. SECONDARY MARKET DISCLOSURE. Subject to the satisfaction in all respects with the conditions set forth in Section 2.01 hereof, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of Rule 15c2 -12 of the Security and Exchange Commission (the "Rule "), it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate (the "Disclosure Certificate ") to be executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended from time to time in accordance with the terms thereof. The Disclosure Certificate shall be substantially in the form attached hereto as Exhibit B with such changes, amendments, modifications, omissions and additions as shall be approved by the Chairman who is hereby authorized to execute and deliver such Disclosure Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Disclosure Certificate shall not be considered an event of default hereunder; provided, however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9 04 and the Disclosure Certificate. For purposes of this Section 9.04 "Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect m, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermedianes), or (B) is treated as the owner of any Bonds for federal income tax purposes. SECTION9.05. AUTHORIZATION TO EXECUTE ESCROW AGREEMENT. Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, the Issuer hereby authorizes the Chairman to execute and the Clerk to attest the Escrow Agreement and to deliver the Escrow 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 Agreement when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Agreement shall be in substantially the form attached hereto as Exhibit D, with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by the Chairman. Execution by the Chairman of the Escrow Agreement shall be deemed to be conclusive evidence of the approval of such changes. 42 Packet Page -437. 10/25/2011 Item 10.B. ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and sball in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder SECTION 10.03. VALIDATION AUTHORIZED. To the extent deemed nc�ssary by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to insured appropriate proceedings for validation of the Bonds berein authorized pursuant to Chapter 75, Florida Statutes. SECTION ions REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such covflict. [Remainder of page intentionally left blank] 43 Packet Page -438 10/25/2011 Item 10.B. SECTION 10.05. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 25th day of October, 2011, COLLIER COUNTY, FLORIDA (SEAL) ATTEST Dwight E. Brock, Clerk By: Deputy Clerk Approved as to Form and Legal Sufficiency. County Atlomey Chairman, Board of County Commissioners 44 Packet Page 439- n 10/2512011 Item 10.6. ^ EXHIBIT A Form of Official Notice of Sale Packet Page 440. 10/25/2011 Item 10.B. EXHIBIT B Form or Continuing Disclosure Certificate n Packet Page -441- EXHIBIT C Farm of Preliminary Official Statement Packet Page -442- 10/25/2011 Item 10.6. 10/25/2011 Item 10. B. EXHIBIT D Form of Escrow Agreement Packet Page 443 n 10/25/2011 Item 10.B. OFFICIAL NOTICE OF SALE Collier County, Florida Re Special Obligation Ries 201ag Revenue Bonds, Series 1011 Electronic Bids, as Described Herein, Will Be Accepted Until 10:00 a.m., Eastern Standard Time, November 9, 2011 a mmlmman, mg's m,baos.. Cam., C v.9. rm.;eo seu'pmblass . ROfntdg xerc... eo.e,, Sffw, 2011 - o/l w &M,, o{bule pas, I Packet Page 444- 10/25/2011 Item 10.B. OFFICIAL NOTICE OF SALE i S Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 NOTICE IS HEREBY GIVEN that electronic bids will be received in me manner, on the date and up to the time specified below: DATE: November 9, 2011* TIME 10:00 A,K Eastern Standard Time* ELECTRONIC BIDS: May be submitted only through Public Financial Management's PFMauction website ( "PPMauction ") 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 Torment Trail, Building F Naples, Florida 34112, for the purchase of all, but not less than all, of due S * Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 (the "Bonds') to be issued by Collier County, Florida (the "County ") pursuant to the terms and conditions of a resolution adopted by the Board of County Commissioners of the County, on October 25, 2011 (the "Bond Resolution'). Such bids will be opened in public in accordance with applicable legal requirements. The Bond proceeds will be used to refund certain outstanding indebtedness of the County, and to pay costs of issuing the Bonds. The Hoods are more particularly described in the Preliminary Official Statement dated October 27, 2011 (the "Preliminary Official Statement ") relating to the Bonds, available at PFMauctlon's website, to mvpfmaucrfoa. c - 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 rammed investment decision. *P,dlmioary�a,blta to frog Caeca, C OUn y. Fluridv Synul 0bligmiun R f ,ding revenue 811h. Ser ies 2011- W11W Me a If S111 page2 Packet Page 445 10/25/2011 Item 10.B. Prior to accepting bide, the County reserves the right to change the principal amount of the Bonds being offered and the tame 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 mourner webaite address w.rmd.com, not later than Noon, Pastern Standard Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify file 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 mention. 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) boors notice via The Bond Buyer news service at the interact sucurte address con us3 coo. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADIUSTMENT OF AMOUNTS AND MATURITIES," To the extent any instructions or directions set book in PPMauetion conflict with this Official Notice of Sale, the terns of this Official Notice of Sale shall control. For brother 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 s PFMauction for the purposes of submitting its bid i a timely m and 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 Bands, the prospective bidder should immediately telephone PPMauetion at 412 -391 -5555, extension 370, and notify the County's Financial Advisor, Public Financial Management, Inc., at 305- 448 -6992 or svidak@pfin.com. The County shall have no responsibility for technological or transmission errors that any bidder may experience in [ransoming 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. Coin.1 c".np, rxnm xraual Mlinaw, x/wmng Raw ... eo.dvsr;ezm;- P;wxeda/sa noes Packet Page -446 10/25/2011 Item 10.B. THEBONDS 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 November , 2011), 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 venal bonds except as otherwise adjusted as described herein. STRUCTURE Any two to five consecutive maturities of the Bonds bearing interest at the same ate may be combined, at the option of the bidder, into term bonds with mandatory sinking fund installments equal to the amounts and years specified in the Official Notice of Sale combined to form a term bond. OPTIONAL REDEMPTION The Bonds maturing on or after October 1, 2022, are subject to redemption in whole or in part, at any time, on or after October 1, 2021, in such order of maturities as may be determined by the County (less than all of a single mamrty to be selected by lot), at a Redemption Price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium. SECURITY The County has covenanted and agreed is the Bond Resolution to appropriate in its annual budget, byamendment, if necessary, from Non Ad Valorem Revenues (as defined in the Bond Resolution) amounts sufficient to (A) pay principal of and interest on the Bonds when due, and (B) pay all required deposits to the Rebate Fund (as defined in the Bond Resolution) pursuant to the Bend Resolution. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non - Ad Valorem Revenues or other legally available funds in amounts sutfiden[ to make all such required payments shall have been budgeted, appropriated and actually paid Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs now provided or maintained by the County, which generate Non -Ad Valorem Revenues. C,Uier COnwr am.as ri,.oi roerrgari.. x f .eiegxe... sa.a li is Zasr- opr.w:veen Is+ia rax.4 Packet Page -YAI- 10/25/2011 Item 10.B. ^ Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non -Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bonds, in the manner described herein, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in my one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. See the Preliminary Official Statement for more information regarding the security for the Bonds. lvYio CVUnb FIVrYV Spuiv /ONigw'en Pee /uNingRmn�e%on /„Seiiex 20 //- p/jNe(p'wiae nJSab log, 5 Packet Page 44S 10/25/2011 Item 1 D.B. Summary Table Ir nnmenmmr ante rtrertnaca w,ii m me rotor or Pn Official Notice of sill, mnni of WIb ml: snmmnn T. IS. On or tnle Official Net,, of Sal 111111 It Gnrvll the Poly of runs (send Nobs of Sal If" a deuhei enpla= of lhalunr mntAnol io the Summary Table, including gargavel of na it me�M1WOloyis alai m tlmm�inc ry di mnpmWe portM1naarsoOM1eboNlmultmd Anwnrt Olficnl h -o maBelcnwd We mbmfrtliminnry Oa1cW Stmemmtmm Tams of the Bond, Darts Dale Date of Delirery AobcpmW ➢diecry Di Vwcmba ,2011 - Interco( ParmeetBasic April l and October 1, eommwdng Afraid 1, 2012 P,,,,p,l P,,,S Dates (Oacher I)'. Year Pnncbad Arri thwart CdWa"I a6edny year of to 30 day month, Ratings'. Nloodys'._ S&A: Fitch'. Bidding P,,ei Sale Date Noonan, 9, 2011' Biodnb MGM1On ffing" oo All or none us. Maumy by -nsi All ,,none Bid Award Mdhod= Isu'e BidCon &marine'. Par signed Official Curb tmannn nreid Firm Bid Award As soon as pmmiceble on do, of sale Good bath OCpext'. $ ,See GOOD FART DEPOSIT' bmen Coupon Multiples'. 1/9 or l /20 of 1% Optional Redemption: Yes, on or abu0i 1. 2121 Tem.Bonds Yes at bidders option. See "STRUCTURE "hi Maximum Resennng Pncr Manta, Unlimlled Ageconu a Unlimileo Minimum ReoffIPrice: Mouth, 'p% As[grepate 98% Ill cc No Annear= Parameters (As required ts)Gatt i2ethe refunding) Principal Increases. Marmity Unlimited Aggregate 100% Principal Reduetionm Maturity Un4mitcd Aggregate 100% •Grusi ninnieru ehi nmv bemmbinm into care bonds See STRIOTURe non cn,r,c,,.y,ITO „an.y,,,amergmma a,J..eae am".n, eons s,.i.,zv;- �n.lrvnt;m fsoa rg, a Packet Page -449- 10/25/2011 Item 10.B. ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bends is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m., Eastern Standard Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by DO more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. 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 act forth above. In the event that the principal amount of any majority 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 once 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 ETC and its participants. The successful bidder, as a condition to e"te", (11110. FwaWsn O,l oua,,,•.. a f 1dm9R,w111S11nagS 11112011 -0%ao11A1,w11pm. Poser Packet Page 450 10/252011 Item 10.B. delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the more of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by Regions Bank, the paying agent and registrar (the "Registrar ") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to (be 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 surnatfin 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 can 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 'swebsile,wwwp(maurxoncom. 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 mass mal s@pfm.com. CuP Koung, £/o�idv 5ircvialONlgalion Re(undingflnenue Randybin'1011- O� ivLValu oJSVIe raw 8 Packet Page -451- 10/25/2011 Item 10.B. -1'he Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15e2-12. The County shall furnish at its expense within seven ('n 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 underwater. 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 underwater 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 i-. famished 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 E. Certain matters will be passed on for the County by Jeffrey A. Klat kow, 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 PA., 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 famished without charge to the successful bidder at the time of delivery of the Bonds. BIDDING PROCEDURE; OFFICIAL BID FORMS Only electronic bids submitted via PFMacution will be accepted. No other provider of electronic bidding services will be accepted_ No bid delivered to 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 PFMauetion 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 Cosa, CO1nry, rand, xPa61 eUttd,, fllndMR Fewnle aondaic�z,6011- 0ff,, lkoi",gWle mg, 9 Packet Page -452- 10/25/2011 Item I BB. Official Confirmation of Bid Form delivered by fax to Public Financial Management, Inc. at 305448 -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 pumhasc 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 a cum (with no more than one rate of interest per mammy), which the Bonds are to bear, to be expressed is multiples of 1/8 or 120 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. 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 (be lowest Tom 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 e "na,eo,,.rs.F;",Im sa..at oaasoao. ah..m„s a...,,,,.eo„enSe,inzou- eia,'Nanlso4 Page ra Packet Page -453 n 10/25/2011 Item 10.B. PFMauction will be considered The right reserved to the County shall be final and binding upon all bidders with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION The County reserves the right, in its discretion, to reject any and all bids and to waive irregularity or informality in any bid. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the County to ETC 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 lender 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 fiords not later than 1230 p.m, Eastern Standard Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the teems of the Official Notice of Sale. Wiring instructions for Is Good Faith Deposit am as follows: Bade: Fifth Third Bards, Cincimaty Ohio ABA k 042000314 Acct Name: Collier County Board of County Commissioners Acct k: 0001118599 REP. Series 1011 SO doom, Ancntion: Dan Tripaldi oy(.wtioun csa. Packet Page -454 10/2512011 Item 103. 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 reined 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 terns 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 n numbers will be file 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 Bands in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder, at the bidder's written request and expense, in registering the Bonds or obtaining an exemption from County siml not in any state where such action suit o is necessary; service o provided, however, that the Couvty eba0 not be required to consent ro suit or m service of process in any jurisdiction. DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(6)(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 Cam, Cnu.W..rmmspacial 0sasu,;..xdantzmange xn.a „aam 2011- fewill rvw; skyl. Yv8.12 Packet Page -455- 10/25/2011 Item 10.B. 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 (j) 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, (it) 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 band 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 F 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 15e2 -12 of the Securities and Exchange Commission. 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 Coree e,..a,, n+e.d. a ssif oehiod" R✓.ny R..,,,,. itmd. Sm etorl- ff,W NW&,, ls.: as. ra Packet Page 456 10/25/2011 Item 10.B. contain an untrue statement of a material fat 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) Function 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: A/Fred IF CovA Chairman Dated: October 27, 2011 Cuu(e. CO..to sond,V,,aaf 0 .. a f.&.g Poo ... aoee:. SMe,2mr- OJfinalh'wly IeSnQ Post, 14 Packet Page -457 v 10/25/2011 Item 10.13. EXHIBIT A TROTH -IN- BONDING STATEMENT November_, 2011 Board of County Commissioners of Collier County, Florida, Re: Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 Dear Commissioners: The purpose of the following two paragraphs is to famish, pursuant to the provisions of Sections 218 - 385(2) and (3), Florida Statutes, as amended, the truth-m- bonding statement required thereby, as follows: (a) The County is proposing to issue b 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 e true interest cost i-. of %, total interest paid over the life of the obligation will be approximately (b) The Bonds shall be limited obligations of the County and secured by a covenant to appropriate in its annual budget, by amendment, if necessary, such amounts of the total revenues of the County derived from any source whatsoever that are allocated to and accounted for in certain Ponds of the County described in the Preliminary Official Statement for the Bonds, other than revenues generated from ad valorem taxation on real or personal property, and which are legally available to make payments on the Bonds. The foregoing is provided for inforuration purposes only and shall not affect or control the actual terms and conditions of the Bonds_ Very, truly yours, Underwriter By: Authorized Signatory coz..c,.,.y,rm.�eo so. =m uuix�eo.x /,,.e;.a a.w,,,,. xo.eys�,vmr- ff�w rort.., /sup xos�;5 Packet Page -458- 10/25/2011 Item 10.8. OFFICIAL CONFIRMATION OF BID FORM s Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 The undersigned hereby offer to purchase all of the Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 (the "Bonds "), to be dated as of the date of delivery (expected to be November , 2011), described in the attached Official Notice of Sale and the Preliminary Official Statement referred to therein, which by reference is made pert of this bid, for all but not leas than all of said Bonds and will pay therefor, at the time of delivery, in immediately available Federal Reserve Funds Dollars (S ), bearing interest at the following rates per annum: u<orterms Year Principal` Inn Price Brosr l) Areas( a Yield - Prelim wbno to change, "May be combined into term bond, Sw "STRUC IUR6 herv, Any two to five consecutive maturities of the Bonds 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: S Term, Bonds rumors on October 1, at —% pan arum to yield he per arum S Term Bonds marring on October 1, at % per annum to yield _ e per arum $ Tam Bonds maturing on October I, at % per arum to yield no per mutation Cr2n Cw..em loons. 4&W i nanornw messaging Rennes a"xdl, Setlen 2011- u'Or.NmrK lower' Page 16 Packet Page 459- n 1025/2011 Item 10.B. 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 12:30 p.m. on the date of the award in the amount of and 00 /100 Dollars (S ) as described in the attached Official Notice of Sale - MISCELLANOUS This proposal is not subject to any conditions not expressly stated herein or in the attached Official Notice of Sale. Receipt and review of the Preliminary Official Statement relating to the Bonds is hereby acknowledged. The Dames 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 To= 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 connecting any inconsistencies or inaccuracies set form 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, Plonda 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 allempts to exercise any influence to effect any transaction in the purchase of the Bonds are set forth below in the space provided. If no information is provided below, the County shall presume no compensation was or will be paid. Collier Cavxb. Flnii4 snKe /outwit.. ad..aft um... e..e..snt. :2o12- Antrv',maxxis, op, 17 Packet Page 460- 10/2512011 Item 10.B. Senior Authorized Signature: City State Zip Code Telephone Number Facsimile Number Cohn Cay.6. Fin mW Oalawrim xl MI +F Ran.. annen. snln 2011- 06,&2 Aww o /s4 P.ge IS Packet Page -661- 10125/2011 Item 10.13. 'ea" APPENDIX E FORM OF CONTINUING DISCLOUR£ CERTIFICATE This Continuing Disclosure Certificate (the "Poolroom Certificate ") is restated and delivered by Other County, Florida od, "Issuer) in cormadum with the Isamnce of its 5 Special Obligation Refunding Revvtue Bonds, Series 2011 (the 'Bonds '). The Bonds are bring Issued pursuant to the Retaliation No.2011._ adopted by the Board of Comfy Conterminous of the Issuer on October 25, 2011, az amended and supplemented fiom time to time (me'R,,,I,tm ). SECTION 1. PURPt OF igE DISCLOSURE CEREFICAIE. This Discloure Certificate is being expanded and rationed by the Issuer for the benefit of the Holders and Benedetti Owners of the Bonds and in under o assist the Participating Underwriters in complying with the continuing disdomre requirements of Securities and Exchange Commission Role 15,2 -12. SECHON 2. DEFINITIONS. In addition to the definitions Of foM in in, Resolution when apply to any c,p,t,FUd tern used in this Diwdeum Certificate, mless otherwise declined In This Secure, the following capitalized tents shall have the following meanings. 'Annual Report " shall mean any Annual Report morided by the Issuer pursuant to, and ac described By Sec ins 3 and i of this Disclosure Contribute, `Benem,d Owned shall mean any perm which (a) has the power, directly ,,,directly, to vote r� im correct with respect to, or to dispose of ownership of, amp Bonds (Including persons holding Bonds through nominees, depositories m other intermediaries), o, (b) w mutN as the owner of any Bonds for federal income tax purposes "Dissemtnain Agent shell mean the Issuer, or any serer IH.ssermiwfion Agent designated in writlngbv the Issue,md which has filed with the Issuer, a written acceptance of such designate, "Event of Bankmnve, shall be considered to have oemned when any of the following drum, : the appointment of a remver, fiscal agent or kmd,, offisr fm an Obligated Failure in a proceeding under the C.S. Imnkmptev Code or m any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over maloa belly all of the assets or business of the Obligated Ferran, or if xida jmadmim, has been assumed by leaving the e,,,t,g governmental Lrdy and officials or officers in Crum cswn but subject to the supervision and orders of a court or governmental currents, m Me rntry of an order mNimung a plan of emgamzahon, arrangement or IlgoNadon by a court or governmental authority having supervision o, pare icrm over substantially an of live assns o, business of the Obligated Parton. Listed Events" shall mean any of the events herai n Soman 5(a) of this Disclosure Cermh ate "Obligated person" shall mean any person, including the Issuer, who is either generally o through an enterprise fund, or account of such person committed by contract or other arrangement to support payment of all, or pact of the obligations on the Bonds (other than phmnder, of municipal bond msurenm, letters of credit, or other liquidity fracture). ¢wsnsuntsrzaimocsl E.1 Packet Page 462- 10/25/2011 Item 10.8. "Partepamg Underwriters shall mean the original underwriters of the Bonds rewired to comply with me Rule in connection with offering of the Bonds. "Repository " shall mean each entity announced and approved by the Securities and Exchange Commission from time to fime to as as a repository for purposes of complying with fire Rule. The Rep rookies currently approved by the detective and Ismloame Commission may he found by visiting the&,mmes and Exchange Commission s webeire at bits '/wwm fordm nnvrMm As of the date hereof, the Repository wauu ed by nine Sewn end Exchange nCimmr n for such sslo purpose is the Municipal Securities Rulemal ing Board, which currently accepts conoming disclosure submissions througM1 Elettrortic Municipal Market Across ('EMMA"I web Rental at blip /Preordained rg," r 'Rule" shall man the continuing disdomte requirements of Rule loc2 -12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from man to time State" shall mere 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 301 foll,wmg the end of the prior nA l yea,, Indicting with the fiscal year ending September 30, 2011 with repent to the dent for the 2010 -2011 fisal yeas provide to any Repository in electronic format as prettAwA he such Repmimry an Account Repent ,10th is consistent with the Aqu rements of ^ Section4 of EA Disclosure eer1mwtz The Annual Report may be submitted as a single document or as separate tlommatic mmpdSng a package, and may cr ssrch+enre other iNOrmatle, ua provided in deelon 4 of ties Disclosure (2ertificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later man the data required above for the Mine of me mutual Report if they are not available by that dare provided further, in such event audited financial statements are required to be deNvered as part of the Annual Report In accordance with 4ttion 4(a) below. If the Issue, a fiscal year changes, it shall give notice of such dtauge in me same mamuas fora Listed Event under Secmm a,) (b) Not late dun Eheen (ai) Rue ..... Dras plot to the date set IoM in (a) above, F Issuer shall provide the Annual Report to the Gssminatlon Agent (if mmet than the Issuer). If the Issuer Is unable to pumice to any Repository an Annual Report as required in subsection (a), the Issuer v shall send a notice to u RepoHmry, in electronic format a pme bed by such Repostory in substantially the form attached as Exhibit A. (y The Dissemination Agent sharpk (1) determine each year prim to the date for providing the Annual Report the name and address of any Repository, and or) if the Dissemination Agent is other than the Issuq file a report ml in the Issuer v'Fb rig that the Annual Report has been provided pursuant to this Desdosu a Certificate, xaing the elicit wen Emitted and listing my Roominess, to when It was provided. � lydsywowsrzanmdCul E -2 Packet Page -463- 10/25/2011 Item 10.B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Tamers Annual Report shall contain m include byrekrm lathe following: (a) else audited financial statements of the Issuer for the prior fiscal year, prepared In accordance with generally accepted accounting principles as promulgated to apply to govemme,tal tie from time to time by the Governmental Accounting Standards Board. V the Issues audited financial sommenn are not available by the time fire Annual Report is required to be filed Forecast to Section 3(a), the Annual Report shall contain unaudited financial statements In a format similar m the financial statements amained In the final Official Statement dated Soil (me Official Statement I, suit the audited f areal statements shall be filed In the same mimes as the Annual Report when they become available; and (b) updates of the historical fWncial and operating data set forth In the Official Statement wrier the Aprons: (I) Historical NomAd Valorem Revenues In General Fund and Ummi.mled Area Municipal Servires Taws pond Fund; (11) Odd,C)bHgations Payable From Non m Ad Valorem Re venues, (bi) Combined General Fund And MSTO Revmue¢ epeMitures And Fund Balance; and [) Schedule of County Contributions to by Florida Retirement System Shin information provided under Section 4(b) may be included by specific reference to other dommmts, including ofififial statements of debt Issues of de Issuer or related public amities, which are available to the public on the Repository 's Internet Web site or filed with the Smdtles and Exchange Commission. The Issue, reserves the right to modify from time to twor the spot types of information provided in Its Amoral Report or the format of the presentation of such inbnnadon, to the event necessary or appropriate in the ludiemme of the Issuer, provided that the Issuer agrees that any such modbyation will be senior a mariner condition vith me Rule. EECTION5. RFPORTINGOFSGNIFICANTEVENTS. (a) Privation to the pion.... of this Scene, S, me (suer shall give or m be Tom, mm, of the occurrence of any of the following events wLh respect to+aBonds S,eh cause fire shall he given in a lamely mam,er enter e.cus of w (1o) lm,muss day, afte the occurrence of the ern, wish me exception of the fart d,,,mG mnumber Is below, which notice shall be gun in a timely reamrer. I. principal and interest payment delinquencies, 2. non - payment related defaults, if material; 3, unscheduled dews on debt service reserves morning Initial difficulties, 4. unscheduled draws on credit enhancements refining( missal ddfi,mGoS 5. substitution ofra.air or of,idi"youdeq or their failure to perform; IrzFWttp:4lb]HtmIX'v31 E3 Packet Page 4M 10/25/2011 Item 10.B. 6- adverse tax opinions, the iduaare by the normal Revenue Service of proposed or Heel deteuninatlons of taxa rainy, Notices of Preferred Isme (IRS Farm 5701 TEB( or other mat ... I nitrate or determinations with respect to the dx status of me Bands, or other material occurs affecting the tax status of the Banda; 7, modiflcaboso to rights of the holders of the Bonds, if material, A. Bond calls, if material, and render offers 9. defea5a,cey ih releasn subsbmeon, or sale of property se ring repayment of the Bonds, if material, II ratings changes 12. an docent of Bankruptcy or similar event of an Obligated Perwq 13, the consummation of a merger, consolidation, or acquisition mwoh.mg an Obligated Person or the sale of all or Substantially all of the assets of me Obligated Person, other than is the ordinary course of hw n ds, the entry into a defermse agreement to undertake Such an auran or the termination of a detective agreement islet to any actions, other than pursuant to Its terms, If mare.. 1, aW 14 appointment of a success,, or additional trustee or the change of name of a mmee, if material, and 15. notice of any failure on the part of the Issue, to meet the requirements of Barron 3 M1eaid (6J The notice required to be given in paragraph 50) abmm shall be filed with any Reposlmry, In elechonic foment as pre led by such 8eposimry - SECTION 6. IDENTIFYING INFORMATION- Ire accordance with the Rule, all disclosure filings submitted to pursuant to this Mway e Certificate to an ' v Repository must be ac ,mparved by inscribing information as prescribed by the Reposlmry. such mrormaton may include, but not be limited to (a) the category ministration being prm.ded: (b) the period cmered by any annual financial information, financial statement or offer financial bdormaron or operation data: (al the Icaaea or ryredfic soutanes to which such documents are related pnchudmg Cn1SIPS issuer name, Santa, issue descrlproNsecurides dome, dated date, vdate and tor coupon mrl, (d) the name of any Obligated Person other than the Issue[ (c) the name and data of the document being.mburvtte4 and ^ (f) mnM1ct maceration for the submlter. l2wedm33057ee11 ocruit FA Packet Page 465- 10/25/2011 Item 10.B. SECTION >. TERMINATIONOFREFORIINGOBLIGAIION. The Issuers obligations under this DiCImmme Certificate shall terminate upon the legal defea cence, prior redemption m Favmem m full of all of the Bonds or i( the Rule is repealed or no longer in effect If such remunation occurs prior to the final maturity of the Bonds, the Issuer shall give notice of sucb termination in the same miumer as for a Listed Event under brain,0 SECTION 8. DISSEMINATION AGENT The Issuer may, from time to lime, appoint or engage a Id swumbion Agent to assist it in carrying rot its obligations under this Disclosure Centuries, and may discharge any mach Dissemination Agent with or without appointing a successor ITesemm,1,mn Agent. The Discrimination Agent shall not be responsible In any mariner for the roamt of any rotice or report prepared by the hmereemsuant to this Disclosure Certificate The mm,I Direemmatlon Agent shall be the Issue, SBCmDN 9. AMENDMENT, WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any mo umn of this Disclosure Confiate may be waived, provided that the following undimm, are satisfied: (a) If the amendment m waiver mines to the provisions of Sections 3(a), 9, or 5G), it may only be made in connecting with a change In armmsti ncos that arises from a manage in legal requirements, change in law, or change In the Identity, nature or status of the last or the type of business functioned, rT n) The urdertAkmi, as amended or Inking Into account such waiver, would, m the opinion of nationally womanhood bond AmrWI, have computed with the requirements of the Rule at the time of the original issuance of the Bonds, after dlfing in any amendments or mrerprecumms of me Rule, as well as any change m mu nomces and (c) The amendment or waiver either Of is approved by the held... m bomenclal Owners of the Bonds in the same mariner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (u) does not in the upon... of ferre.ally recleaned bond counsel, materially reopen th interests terests of M m e holders Beneficial cleaned rets of the Bonds. Kmwalistma inn the foregoing, tae fn,>en dull have the right to adopt amendments to this Disclosure Certificate necessary m comply with modifications to and Interpretations of the hero....... of the Rulers announced by the SAuritaa and Exchange Commission firm time to came In the .vein of any amendment or waiver of a provision of this Disclose, Connally, the Issuer shall direr a such amendment in the next Am oal Report, and shall include, as applicable, a namur, explanation of the reason fee the amendment or waiver and its impact on the type (or in the case of a change of are ..hug principles, on the pr, ,mtatiou) of brutal Information or operating data being presented by the Issuer In addieon if the amendment relates to the accounting principles it be 011owed In preparing financial statements, (i) notice of such notion, shall be career in the game mamur as for a Listed Event under becca.n S(c), and (it) me Amowl Report for the year In which Ore tlwnce is mad, should pmssm a comparison (In namtive farm and iLa, 1f feasible, In quantitative form) between the financial statements as prepared on the basis of the new accounting pd..face ad those pmpared on the bass of the former accounting principles. I25yaiaene7e] m¢.51 BS Packet Page 466- 10/25/2011 Item 10.6. SECTION 10. ADDITIONAL ENFORAINFI0N. Nothing m this asclosure (Unposed shall be Formed to prevent the Issuer (arm m,wrninating any other information, ntlng the means of misconstruction cat form In thus Disclosure Certificate or any other means of comma mamm, or minding any other information in any Annual Repon or notice of recommence of a Friend Event, In adding, to that which is required by this Uwlnsu , Certificate. If the Issuer ohoaws to Include any lumbermen hr any Armand Report or hours of occurrence of a tiered Evart in addition to that xwhich is specifically required by thus Disclosure CMlficate. the Issuer shall have a obligation under tks Criminate to update such im mmon a, brings itmany future Annual Repun or notice of occurrence of, Frrted Event. SEC710N IL DEFAULT. The separating disclosure obligations of the Issuer set foM herein constitute contrast with the holder's of the BnMs Mme event of a failure of me Ismer to comply with any pmvisIDn of lots Disclosure Cerebrate, any holder or Beneficial (your, of me Bonds may take such ocbg,s as may be necessary and appmprldes including seeking mandamus or specific performance by mvrt code,, m cayss the Issuer to comply with its obligations under this Tholosure Cmkiwate. provided, however, the sole remedy seder this Disclosure CvEmpte in the event of any failure of me Issuer to comply with me provisions of this awlosape Certificate shall be an action m compel perfo,mance. A default under Pro DLSdosess Cincinnati, dvIl not he deemed an Event of Default under the Rockmart SIXEDON 12 DUTIES, INIMUNIIIES AND LIABILITIES OF DISSEMINATION AGENT. The Dlssemmmoo Agent shall have only each duties as a,, property set forth m this Disclosure Certhche, and the Tracer money to mdemnib: and save the Dissemination Agent its ofurerq directors, emplovees and agents, hmm,,, against loss, expense and Mabllub,, which It may form aciyirg out of or in the exermse or performance of its poxrersand dunes hereunder, Including the casts and expenses (indudmg ^ attorneys fires) of defending against raw claim of liability, but esslndmg haMUties due to the Dissemination Agmt'e neldw ence or willful misconduct The obligationsof the Lmanunder lots 9 ctlon shall survive transaction or memuval of the Dimnilnation Agent and payment of the Bonds [Remainder of page imumooally left blank] 12554awytQYesn o0Cvs1 E -6 Packet Page 467 10/25/2011 Item 10.13. SECIIONI3.BBNEFICGWES Thai Disclosure Cemfints shall more solely to rise lament of the lssuv. the Dissemination Agent, the Participating Undervmtns and holders and Benefi 'al Otmers from time to nine of the Bonds, and shall create no rights in any other person or entity. Dated aso[ Ypll COLLIER COUNTY FLORIDA Commisioner, Bamd of County Commissioners Approved ac to Fnnn and Legal Suff intonate c County Attorney Iimain'l rzsuno[w] E 7 Packet Page -468 - 10/252011 Item 10.B. ESHIBITA NOTICE OF FAILURE TO FILE ANNUAL REPORT Nome of leer. Collier County, Florida Name of Bond less, Special Obligation Refm6mg Revenue Bonds,&ries 2011 Date of Issuance'. 2011 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Anneal Report with respect to the ,be,, named Bonds as required by Secure, 3 and 4(b) of the Confmmin.g Useldsare Certificate dared as of 201L Tic Issuer anticipates that the Annual Report will be filed by Dated: COLLIER COUNTY, FLORIDA By Name IFwNbaYloT9nWCV31 A-1 Packet Page 469- 10/25/2011 Item 10.8. PRBpMINARY OFFICIAL STATEMENT DATED OCTOBER 29 ,201 NEW ISSUE - BooREntry On v In the owners of Nabors, Chad & c'itbmn, P, A,, Tampa, Fbnda, Bond Counsel interest on tax Series 2011 Bonds is, under yommg insurers .restaurant .ullngs area court decisions, to eadudable from gross income of the amk,s thereof F, beyond crone tax suryotts recent as oaemau desm ed Seems order the mph's, "TAX EXEMPTION old mi not an Rem of ter: preference rfor insurers f me feerm advances, muvnwn too Imposed n irmisiduoLs and corporations. Sell mound husband, wn or ....deaba in the cdc a dim of a cooperation's ndternarix mf,imnm notable n:come and may be eWfen to other fevm mcome tar consequences referred to herein under 'TAX EXEMPTION" See TAX EXEMPTION' herein fora discussion of Bond Counsel's Person S COLLIER COUNTY, FLORIDA Special Obligation Refunding Revenue Bonds, Series 2011 Dated: Date of Delivery Due: October 1, as shown on inside cover The Colder County, Florida Scandal WHgano, Refunding Revenue Bonds, Sedes 2011 (the Series 2011 Bonds ") me being Issued as lull registered Bonds, in denominations of $5,000 or any Integral multiple thereof Interest on the Sears fell Bonds is poyab@ semiatmually on each April 1 and Celsius 1, commencing Ape 1, 2012, and will be payable by check or draft of U.S. Bank Nammal Association, Fort Lauderdale, planes a, Paying Agent, mailed to the holder at his or her address, as shown on the registration books of Colder County, Florida (the "County') maintained by US. Bank National Assoaatioq Port Lauderdale, Florida, as Regisnau as of the dose of business on the fifteenth day of the calendar month (whether or not a business day) next preceding By applicable interest payment date, provided, however, at the request of any holder of Series 2011 Bonds, interest payments maybe made by bank woe transfer to the account designated by srrh holder prinopol ief the Sedes 2011 Bones is payable to the holder meteor upon phouncem, and remarries, when due, at 0e office of the Paying Agent. Upon broad issuance, the added2011 Bonds will he registered In tie name of and held by Cede & Co. as nominee Ind The Deporat part Company ('D1 sit C'), an automated depository for inm ne es and a clearinghouse r avoided, tumescence, So long as DTC or Cede& Co. Is the repainted owner of the Series 2011 Bonds, payments of the principal of and entered on the Sedes 2011 Bonds will he mailed directly to ON or Cede & Co, who& 9d, to remit aurli paymaRS to the Fatlldpwts (es defined bere id, which In turn are to Term inch payments to the Beneficial Owners (as defined herein) of the Sones2011 Bonds Sao DESCRIPTION OF THE SERIES 2011 BONDS- Book -Entry Only System herein. The Sserles 2011 Bonds m, object to redemption prior to mamdty, as act forth here,, The Series 2011 Bonds recrossed pursuant to and under the Champion, and laws of the State of Florida, Chapter 125, Florida Statutes, and order apphable erroneous of he (collectively, she "Act k and Personal to paramount No. 2011 -_ adopted by the Board on Amber 25, 2011, as it may be amended and supplemented from arms to mine (the "paramount ). The Series 2011 Bonds are Rome binned to Penney funds, together with other legally available s of the County, If any, a ffiomt to (1) success refund a ports, of the County's outstanding Capital Improvement and Refunding Revenue Bonds, Forces ID03 and Capital Improvement and Refunding Revenue Bones, Series 2005, and sa pay certain costs and expenses relating to Bu nk,mee of the Sierra 2011 Bone, . reseaamvtmsnvws.n Packet Page 470- 10/25/2011 Item 10, B. D,lu set to the Resolution the County has U,,d,w Al and agreed, subject to certain restrictions and limitations, to appropriate in its annual budget by amendment it necessary, From Non -Ad Valorem Revenues amounts sufficient to pay the Tonopah of and interest on the Fries 2011 Bonds when one in the manner and to the extent provided N the Resolution and desmbed Leader SECURITY FOR THE SERIES 2011 BOND5" herein. THE SERIES 2011 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE CO UPI AS "BONDS" VJ1b[N THE MEANING OF ANY CONS ELLITIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECUSL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED ANN APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2011 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2011 BOND OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2011 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NUN -AD VALOREM REVENUES PI THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. This sever page contains remain information for quick reference only. It is not a summary of this issue. Investors must read me entire Official Statement W obtain information essential W the making of an informed investment decision. The k+;es 2011 Bads are offered Amen, as, and Tu'suea mW necessary the uMewnth,, mgrct to the opinion on barren legal ^earlier crewing to their issuance by Nalrorq G3Hn 6 Mrkeisan, PA, Tmnon, Florida, Bond Counsel. Congo, legal matters ran be reared upon for the Cooney by jefiy A. Xlaezkom, Fsq., Gamey Aftom,y aM by Bromi Miller aye P A, Tam V Fbn'ly Disclosure Counsel. Pubi,e Entries! Matagemml, Los, Gml Goblrs, Conan, is arcing a len anc al Advion b the County- 1r V oXDdcd thm h, Senes2NJ Bonds mdefinitaveform sell be avayyofae do,,rc to the Undewnb nucleon Yi b Nw York at Ibefineux, of DTC Electronic bids No the Series 2011 Bonds will be noticed via Bettie Financial Monu emevt's PFMaotlion website as described in the Official Notice of Sale. Dated. 2011 'Preliminary, subject to change. RASIRNW571151)(D[w1 Packet Page -4l1- 10/25/2011 Item 10.8. COLLIER COUNTY, FLORIDA Special Obligation Refunding Revenue Bonds, Series Mii MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS $ Serial Bonds Tribal Maturity Interest CUSIP (Caole, 1) Armunti Rate Price Yield Nimbe ,"' $ oYerm Bnnds doe on Qtobe[L— Priee_ %Veld_ % — Initial CUSIP N,mber_° $ = Term Bmdsdueon ,lvrrl,_ - Price _ Yield —%— Brutal CUSIP chamber _m Preliminary, subfect to change. The County is mt responsible for Fee care of the CUSIP Numbers referenced herein aor B am repeesmtat o, mode by the County as to thoe contttness The CUSIP Numbers fameaded herein are included solely forNe mmenlence of the readers of th" of icol Statement. 156W XQ571Pe5DOCbf1 Parke Page -672- 10/25/2011 Item 10.B. RED HERRING LANGUAGE. TMs Preliminary Offmal Stammer t and the information contained herein are "ballet to completion or anicnalluent tinder no cermmaances shall this PmFmmary Official Smteseent Constitute an offer to sell or solidmtion of on offer to bill, nor shall there be any sale of the bones 2011 Bands In any fonsdiction in aCMrh such offer, soGricontain or sale xaWd be mlmafN pdor to epsnabone qualflmtloo m empnon under the securities laws of suds hrdsdlaion. The Cwnty has doemed this Preliminary Offidzl ]_ pmmSun lgated e nty t " H thu e Sl, e except s for aa nr d Eer�teaM1n a npyre er Cn omed m o m ontosathin the nt mpnnm of RUC, 132 %C4Mbae71275.00wal Packet Page -473- COLLIER COUNTY. FLORIDA Government Complex 3301 East Tamiami Trail Naples, Honda 34112 (239) 252 M97 BOARD OF COUNTY COMMISSIONERS Fred W. Coyle, Chairman Jim Come, Vice Chairman Donna Fiala, Commissioner Gmrgia A. HiBV, Esq, Commizsioner Tom Hemtin& Commissioner COUNTYMANAGER Leo E. Ochs, E CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY AND CHIEF FINANCIAL OFFICER Dwight E. Brads Esq. DIRECTOR OF FINANCE AND ACCOUNTING Cn sal K Ktmel COUNTY ATTORNEY leffiev A. Klatrkow, UT BONDCOUNSEL Nation, Gtiblin & Nickname, P.A. Tampa, Condo DISCLOSURE COUNSEL Bryant Miller Olive PA. Tampa, Flmido FINANCIAL ADVISOR NO,, Financial Managmmenp Inc. Cnml Gable,, Florida ESb9fi6- ONE91T W(Mwl PaCket Page -474- 10/25/2011 Item 10.B. 10/25/2011 Item 10.13. Me dealer, broker, salesman or other Person has been awhmrzed by the County or the ^ Underwriter to give any Information or m make any representations in connection yids the Series 2011 Bonds, other than as contained In IFIs Official Statement, end, d fired or made, such moue aEon or representations most of be relied upon as having been inch onzed by the Country. TNs Official Statement does not correction an offer to sell... me Adoration of an offer to buy, nor shall there be anv sale of the Ee1es 2011 Bonds by any pa,mi coq irradicdon In which It is dmlawfW for mcoh pehmn to make such offer, solldtaeon or sale. The information ant forth Femn has been obtained from the Courty, DTC and other sources that re believed to be reliable, The Underwriter hated on the cover page Ferrol has revow,d thwhom,mm on tMS Official Statement In accordance with and as part of its responsibilities to Investors army, the federal securities laws as applied to the facts and drtumstenas of inns tansocion, but the Underwriter does not guarantee me accurev or completeness of such information. Theiadomation and expressions of opinion stated herein are subject to change, and neither the delivery of this Offcial Statement Or any sale made hereunder shall v under any are, implication that there has been no change in the matters desaib H harem once To date Senior IN CONNECTION WITH THIS OFFERING OF THE SERIES 2011 BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2011 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DHC04TINUEO AT ANYTIME All ammonites herein of documents and Uncemief, ,, qualified or their entirety by reference to such documents and agreements, and all summaries herein of the Sends Nil Bond, are qualified in their ant rely by reference to me fond thereof incl,ded in the aforesad documents and ogdr,menm NO REGISTRATION STATEMENT RELATING TO THE SERIES 2011 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION LIFE "COMMISSION') OR WITH ANY STATESECURITIES COMMISSION- IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERTES AND RISKS INVOLVED. THE SERIES 2011 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION ORRFGULATORYAUTHORITY THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANYRFPRPSENTArkiscl OTHE CONTRARY MAY BE A CRIMINAL OFFENSE CANcr e /9An1]y51) C,41 Packet Page 475 TABLE OF CONTENTS PLAN OF REFUNDING .............. DESCRIPTION OF THE SERIES IDll 10/25/2011 Item 10.13. Page B,,k-Im yOnly System ...... ....... __ _. __4 Intercnangea iWY Negotiability and Transfer .......... .... ........... ..............6 Series 2011 Bands Mutilated, Destroyed Srolen or Lost, ......... ........] Dimmed Redemption 1 _. _... ____8 Selection of Bonds to be Redeemed ...... .... ......... ........... ............a Notice of Redemption .......... ......... ...... ..............................9 SEC1mpX FORTHE SERIES 2011 BONDS..... ........ ........... ................9 No Reurvefmthe Series GENERAL INFORMATION REGARDING NON AD VALOREM REVENUES........ 12 Licomes, Permits and Impact CERTAIN FINANCIAL MATTERS ..__ ....26 Fmmidal and Opuabig Plan (Budget) and Capital Imp rovemem Plan rwg Policy_. __. 26 Financial Reporting and Annual Audit ............. ............ .............. 27 General Fund and Unincorporated Area Flnnitlpal Smires Taxing DiAGO Fund .............27 Classification of Lacal Govertmimt Exile dtmres 1 .......... ............ ...........31 RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS ........ .....32 Florida Reliremem System ...... 11 1 1 1 11 __. . 11 32 Litigation Relating to SB 2100 .......... ........... ............ ...........39 FLORIDA CONSTITUTIONAL LIMITATIONS AND FR(IPERTY TAX REFORM ____ _____ __________ 42 ESTIMATED SOURCES AND USES OF FUNDS .......... ......... ......... 47 DEBT SERVICE SCHEDULE _. __.. _.. ____46 INVESTMENTPOLI(Y._ ......... .......... ......... 1111149 LITIGATION D6CLOSC RE REQUIRED BY FLORIDA BLUE SKY TAX EXEMPTION ................... i—. OpLtionof Bona Counsel...... 2A94XMiw371275 noCUI Packet Page -476- 10/25/2011 Item 10.B. Other Tax Monte, _ .......... _.. as Tax Treatment ofOriginal Issue Discount - -. ........... ........53 Tax TreatmenteRond Prewom.... ............ _.. -. __...54 VERIFICATION OF ARRryMETICAL COMPUTATIONS ..... .............. .....54 RATINGS .................... ..... ..... _. -. ........... ............ 55 FINANCIAL ADVNINR.... .......... ........ _.._ _....35 AUDITED FINANCIALSTATEMENTS ......... .......... __.. -- _...56 ENFORCEABILFIV OF REMEDIES. ........ ............ __... ____.. 56 CONTINUING DISCLOSURE 11 ...... ........ _...i6 ACCURACY AND COMPLETENESS OF OFFICIAL Ag end APPENDIXA - Generallnfo xa11on Conttming ColBer CO..P, Pend, APPENDIXB - Form of me Resolution APPENDIX - Audited Financial Staementsforthe Fiscal Year Ended September 30, 2010 APPENDIX In - Form of Opirvon of Bond Counsel APPENDIX E -Form of Containing Di ,ll Certificate Izmwpv�wmnaoocal Packet Page 477- 10/25/2011 Item 10.B. OFFICIALSTATEMPNT Relating to COLLIER COUNTY, FLORIDA Special Obligation Refunding Revenue Bonds, Series 2011 INTRODUCTION The propose of this Official Statement, including the mver page and appendices, is to set forth information Collier County, Fonda the "County ) and the Collier County, Florida 5penal Obligation Refunding Revenue Bonds, Sense 2011 (the 'Sedes 2011 Bonds'), In connection with the side of the Santa 2011 Bonds. The County was established in 1923 by the legislature of the Stale of Florida (the 'State ') from portiom of Lee and M onroe Cmmhe, Its territorial hunts, astheypreaendy end, contain appmrimat,ly 2,026squaremiles Intercept land arcs his the largest mwtyin the State. Did County, is located on the southwest coast of the Florida thousa d directly west of me MIamFFon Lauderdale area. In 2010, the County had an estimated population of 321,520. Principal ioduarms within the County include wholesale and retail trade, tourism, agriculture, forestry fisting, aide randdng and ronstmctlon. Part of the Everglades National Park, the Comes] Statee only subnopieal national park meal nses a portion of /\ the County. See "APPENDIX A - General deformation Concerning Coulee County, Rohma" attached hereto formore information about the County. The Sense 2011 Bonds are acted pursuant to and under the Continuum, and laws of Ne State, Chapter 125, Florida Statutes, and older applicable fractions of law (effectively, the "Ad), and pursuant to Resolution No 2011 -_ adopted by the Board on Condor 25, 2011, as it may be amended and supplemented from time to time (the' Resolution f See "APPENDIX B - Form of the Resolution" attached hereto. The Seres 2011 Bonds am Being issued to provide funds, together with other legally available cassava of the County, if any, cuff neat to d) advance refund a portion of the County's outstanding Capital lmpr ..mean and Refunding Revenue Bonds, homes 2003 (the 'Reduced 2003 Bonds ") and Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Refunded 2005 Bonds" and together with me Rebounded 2803 Brady the "Refimdd Bonds "), and (u) pay certain au and expenses relating to the Issuance of the Some 20ll Bonds. Emotions to the Resolution, the Comity has mvuwnted and agreed, sublM to certain restrictions and Emitatiow, to appropriate units annual Wdgel by amendment if neressmy, from Non Ad Vernon Revenues amown sufficient to pay principal of and Interest on the Series 2011 Bonds whim due In the money and to the extent provided In the Resolution and described in "SECURFA FOR THE SERIES 2011 BONDS Friend and "APPENDIX B- Form of the Re..nor, attached hereto. Preliminary, anMect to change irzswtnstmsvt2esBrandt Packet Page -4]B- 10/25/2011 Item 10.13. Fee, THE SERIES 2011 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON AD VALORE M REVENUES IN ACCORDANCE is ITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2011 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2011 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2011 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. The Crat has covmonted to Eshowe certain Continuing disclosure mfoemaeon pars... to Rule 15@-12 of the Securities and Exchange Commeminn relating to the mines 2011 Bonds See "CONTINUING DISCLOSURE" herein. Capitalized terms nsed but not otherwise defined herein have the same meaning asmbed thereto in the Res.Wn unless me comom world dearly indicate otherwise Complete desrnptiow of the and rmidump, of the Series 2011 Bond, H forth Sv the Resolutio a ion of which is ashol e APPENDIX to this Official Statement Fie docc ipem, of the Series 2011 Bonds, the documents aothorbang and retying the same, and the nmonvo um from various report and statements contained herein are n comprehensive or definitive. All references been, to sum document; reports and statements are tchuh ied by the a mlre, a ctral co Credit, ent of such documents, and statements. A copy of the Resuloeon and all dommenu of the County Financial referred to cerelo maybe obtained from Dwight E Brock, use Clerk of 1Bcuit Cwrt ari Chie! Flor, Naples, of da341 CPhone Collier County Courthouse AMex 3301 Bast Tamlami Trial East 2b Flom, Naples, Flodda34112, Phone (239) 252 -2]43. PLAN OF REFUNDING 'lire Refunded 2003 Bonds onglnally financed and reWenced the accm, eo y mnstmceon and Napping of va crystal pngects. 4ndud,,g a Connty jail Complex and a County Development expansion Services ond, s V,,Illy expensl0n end ...ochre parking garage (ale Lion 2003 a d equipping ). The Refunded par i mids originally financed and refirwn red Including, the ut ,ofi Invi ed tomai0n and equipping of various capital improvements olliim R e Couuty rk, theC County Courthouse Brmted m, arms, Pho b L the C" and equipping Fo the Gar ge, an Rme,ge pack, the CBwty e Co Annez Phase 1, the Cnd the Anne' a Parking ent Co le Emecgmcy Protect an s Center, the Cowry's Flen Pvd &y end the Projects I. s Government Complex (the "2003 Pmfcd' end together xnM Ihe?ll03 Pryeµ ale "Ite(untled Proj¢ts'). The County has determined that it can release certain debt zvztre reserve fund carries which are anneirlds securing the Refunded Bonds by providing for the advance refunding of the Refunded Bond, . The Refunded 2003 Bonds will be called for redemption on October 1, ID13 at a redemption price of 100% 0f the prncipal amount to be redeemed, plus aacmed interest IFereon. The Refunded 2005 Bonds wilbe called for redemption on October 1, 2014 at a ralemptiou price of 100% of the principal amwot to be redeemed, plus accrued interest thereon. Upon delivery of the Series 2011 Bonds, U S Bank National Assodadon, Fart Lauderdale, Florida (the "Escrow Agency will enter into an Escrow Deposit Agreement (the Escrow Agreement ") with the County relating m the Refunded Bonds. The Escrow Agreement will create an irrevocable escrow deposit 2AX4me4M5e12e5DOOal Packet Page '4]9- 10/25/2011 Item 10.6. trust Bond (the -Escrow Deposit Fund ) which will be held by ,e Escrow Agent, and the money and securities held therein are to be applied to the payment of principal of. interest and redemption premium, any, on the Refunded Bonds, as dm same become one and payable and at redemption prior to maturity. The refunding hill M accomplished through me issuance of the Senors 2011 Bonds and the deposit of a portion of the proceeds thereof, together with other legally available moneys, If any, into the Balmy Deposit Fund. Substantially all of such money is expected to No Invested In Obligations of the United States of America, as such terms are defined in Resolution No 85102 adopted by the Cowry on April M, 1905, as mended and supplemented from new to time (the "Refunded Bonds Resolution ). The maturing principal amount of and Interest on the Obligations of the United States of America and wy cash held in the become Deposit Fwd 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 Be benefit of the holders of the Refunded Bonds, and will net be available for payment of debt Advice on the Series 2011 Bonds. The imust cash deposit plus principal and interest on the Obligations of the United States of America in the Escrow Deposit Fund vill be ofifi t to pay the Refunded Bonds to their respective maturity o redemption dot .. ..... done to the schedules prepared by Public Fin cad Management, Inc., verified by (the "Venhumm Agent'). See "VFRIFICATION OF ARTIHME KCAL COMPUTATIONS" herein. In ml,mm open the above act ..nmd s.heddes and verificative, at the time of delivery of the Series 2011 Bonds, Bond Counsel shall deliver an opirvm to the County to the effect that the Refimded Bands have been legally Brewery] and are no Imp, o,t,m,d,ng for purposes of the Refrmded Bonds Resolution. DESCRIPTION OF THE SERIES 2011 BONDS The Series 2011 Bonds shall be issued only In fully registered form without coupons to principal denmminations x($5,000 each or any inregal mdtiple NerroE The Series IDll Bonds are dared as of their date of delivery and beat Interest at the rates per annum and mature on the dates set forth no me inside er page hereof. Interest on the Eeriest 2811 Bonds is payable semiannually on each April and October 1, commencing April 1, 2012 (the "Interest Dotes')- Interest payable on the Series 2011 Bonds on any Interest Date shall be paid by check or draft of U.B. Bank National Association, Fort I audindale, Florida, as Paying Agent mailed to the holder at his or her address, as shown on the registration books of the County maintained by U9. Bank National Association, Fort Lauderdale Floddw as Registrar, as of the cloy of business on the fifteenth (15th) day of the calendar month (whether or not a Business day) of the calendar month next preceding the applicable Interest Date (the "Record Date F pro ohm, however, at the request of any holder of Series 2011 Bonds, interest payments may be made by bank wire transfer to the account designated by each bolder. Prinopal of, or Redemption Pria, d applicable, on the Sens 2011 Bonds is payable to the holder thereof upon presentation and surrender, when due, at the office of Me Paying Agent. The Series 2011 Bands will by Issued Initially as boolventry Obligations and held by The Depositary Trust Company ('DTC "I a accounts depositary _ The ownership of one fully registered Series 2811 Brand for each momrity as no foss, on the inside cover page hereof, in the appropriate aggregate IOS Vroipa52195 Er C,L Packet Page -3R0- 10/25/2011 Item 10.B. principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for All For more information regarding DEC and OTC 'a Book Entry System, see the subheading " —Book -Entry Only System" which immediately follows Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING OTC AND DTCS BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM OTC, AND NEITHER THE CO WTY NOR THE UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. OTC will act as z,Ymbes depo4mry for me Series 2011 Bonds, The Series 2011 Bonds will be registered in the name of Cede & Co. (OTCs pannershte nommeN or such other name as may be requested by an authorized represemoti,e of DTC One fully - registered Sens 2011 Bond will he issued for each maturity of Depends 2011 Bonds in the aggregate principal amount of such maturity, and will be deposited with DTC. SO LONG AS CEDE & CO IS THE REGISTERED OWNER OF THE SERIES 2011 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2011 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2111 BONDS WILL MEAN CEDE & CO. AND 44BI. NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2011 BONDS, THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2011 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2011 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENFFICIAL OWNERS OF THE SERIES 2011 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNFRSHIP INTERESTS IN THE SERIES 2011 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERFS OF THE SERIES 2011 BONDS IS BASED SOLELY ON INFORMATION FGRNISHED BY DTC ACCORDINGLY, NEITHER THE COUNTY NOR ME UNDERWRIIER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC the world's largest securities aberrancy, w a Bmaed polaw, what company organded under me New York Banking Law, a 'banking organization" xuh, the meaning of the New York Braking Law, a member of the Federal Reserve System, a "clearing Corporation" win, i, the meaning of the New York Uniform Commedal Cade, and a " clearing agemy regstered pursuant to the provisions of Sec ion 19A of the asomm es Exchange Act of 1934. DTC holds and provides o Ct zerviOng for over 35 mdhonimus of U5. and non -U5 q,t inoex mll and municipal debt Issues, and money market instruments (from over 100 countries) that DTC S patidpams (the "Pincer PeniapamS) deposit ME ETC NOT also GOln'tes the post t -trade ,bIm,"w among greet Participants of sales and other examms, transactions in deposited securities, through elecbomc comput ..ed book envy transfers and pledges between Oman paroopmt, accounts This eliminates the need for descal m t of securities Gamester. Direct Participants include both U5. and non -U 5 rem mesa brokers and dealers, banks, trust companies, clearing corporations, and certain inner organizations. DTC is a wholly -owned subsidiary of The Depository Trost & Clearing Corporation (- DTCC "1 MCC is the holding comp,, for OTC, National Securities Clearing Corporation and FrrA Income Clearing Cotporatitim all of which are registered clearing agencies Del is owned by the users of Its regulatd mbsF,,,s Aaess to the DEC z also available m mh t, wh az both US. and Pon ILS se es bm4rs and dealer,, banks, trust i cwi ietOmpciparh either clearing corporations or Idirethntdeathmnghorimuain custodial relationship wines .� Duey padicipant einher directly or indirectly (lhe'Indtrect Pertifipamt'),a DTC has a Standard & ?ones 1reuburts71275 lOC.41 Packet Page '481- 10/25/2011 Item 10.B. rating of AA, . The DTC Rules appGrable to its Participants are on file with the Securities and Exchange Commission. Mme iNermomm moot OTC can be found at www dlcccom. Purchases of Series 2011 Bonds under the DTC system most be made by or through Direst Participants, which will reason a cont for such Series 2011 Bands on OTC 'a records. The ownership m t of each actual purchaser of each Series 2011 Bond hire "Beneficial Owner) is in turn to be corded on file Direct and Ndiett Participants records. Boomers] Owners will not receive written roNirmauon from DTC of the r purchase. Beneficial [omens are, however, special to receive women con irm rs providing decade of the well as periodic t,temmts of their holdings, from the Direct or Indvetl Participant through which the beneficial Owner entered Into the tr rssatllon. Transfers of ownership nuerese in the Series 2011 Bonds are to be accomplished by mines made on me Mods of Direct and N &rent Participants acting on behalf of life Beneficial Owners. Beneficial Owmms will nor receive certificates representing their ownership interests in me Sense, 2011 Besde,ecept in life event that ux of the bmnmtry ryAU, for the Sens 2011 Bonds Is discontinued. To fadlltate subsequent transfers, all Series 2011 Bonds deposited by Direct Participants with DTC are registered in me name of DTC 'a partnership nominee, Cede is Co., or such other name as may be requested by an authorized representative of DTC. The deposit of gives 2011 Bonds with DTC and their Tepm nmen of Cede &Co. Do such other Cn a do not effect any chmgem beneficial m wdmp_ OTC h , oo knowledge of Me accal Beneficial Owners of the Series 2011 Bonds, DTC's records reflect only the Identity of me Direct Participants to whore accounts such Sense 2011 Bonds are credited, which may or may not be me Beneficial Owners . The Direct and Indirect Participants will remain responsible for keeping an account of their holdings an behalf of their manures. Conveyance of n and other communications by DTC to afeet Ruthopams, by Direct Participants to Indirect Participants, and by fired PaAcipants and Indirect Participants to Beneficial Owners will be governed by arrangement, among them, subject to any statutory or regulatory requirements as may them effect from mine to time Redemption notices shall be sent to OTC If less Nan all of Me Sens 2011 Bonds are being redeemed, OTCs perches is to determine by lot the amount of the interest of each Dlred Participant in such bonds to be cadmium. Neither DTC nor Cede & Co. (nor my other DTC nominee) will consent or vote with respect to the Senses 2011 Bonds unless a,th,nmd by a Direct Participant in ...chore with OTC's MMI Pmredorez Under is usual procedures, DTC malls an Carol Prory to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co, s consenting or voting rights to chose Direct Participants m whose accwnts the Sens 2011 Bonds are credited on the record dale (Ideanfifled in a tlshng attached to the Omnibus Proxy). Principal and interest payments on me Sens 2011 Bends will be made to DTC. DTC'specticeis to reedit Direct Participants amounts more OTCs receipt of funds and corresponding demil inform mm from the County or the Paying Agent and Registrar on the payable dale In accordance with their respective holdings shown on ETC 'a records. Payments by Particpants to Beneficial Owners will be governed by standing in and antimony pre s the c,,e with winanum, held far the accounts of customers in bees e foss or registered in meet name and will be the responsilahty of such i� Participant and not of OTC the Paying Agaq or the County, subject to any statutory and regulatory mcpho ments as may be in effect from time to time. Payment of principal and interest to Cede of Ce. (or visrmm091275 DCC, 41 Packet Page -482- 10/25/2011 Item 10.B. such other noMnee as may be requested by an mommeed representative of DTC) is the responsibility of the County and /or the Paying Agent for the Series 2011 Bond,. DaHmsement of such payment, to Rirett Participants is the resp likty of DTC, and disbursement of such payments to the Beneficial prevent 1a She nag onsibiBN of Direct and Indirect Partiopan s DEC may di omm ue providing its services as depository with respect to the Series 2011 Bonds at any two by giving reasonable nobs to the County. Under such ruminations, in the event that a or depository is not obtained, Series 2011 Band certificates are required to be ported and delivered. The County may decide to discontinue use of the zvmm of boolcmtry only transfers through DTC (or a Scratch, saneness depostory). In t hat event, Series 2011 Bond cdimmms will be printed and delivered and be subject to nanzfar and registration as provided in the Resolution and as described below order the subheading "— Interchangeability, Negotiability and Eromadei which immediately follow, Interchangeability Negotiability and Transfer So long as the Serus 2021 Bonds are reguscred In thew a if DTC or is nouton a, the fallowing Pvagmph ,I,t,,g m em,vd, and exchange of series 2011 Bonds do vat apply to the Series 2021 Bolls to the "non ofd wynd with the OTC Wokmtry suit... games 2011 Bands, upon surrender thereof at the office of the Registrar with a waiter instrument of transfer satisfactory to the Registrar, duly executed by the Holder or his attorney duly authorized In wrom& may, at the option of the Holder thereof, be exchanged for an equal aggregate pnnc�pal amount of registered Series 2011 Bonds of the same maturity of any other authorized denominations. The Ydes 2011 Bonds Issued under the Resolution shall be and have all the qualities and ,wril of negotiable occurrence under the law merchant and the Uniform Commercial Code of the State, salami to the piccolos for magenow, and transfer contained in the Resolution and m the Series 2011 Bonds So long as any of the fares 2011 Bonds shall remain pound g the County shall maintain and keep, at the office of the Expetan books for the registration and transfer of the Se,iec2011 Bonds. Each names 2011 Band shall be transferable only upon the back, of the Comty, at the office of the Registrar, under each insatiably mandamus as the County may prescribe, by the Holder thereof in person or by his attorney duly authorized In writing upon mrrender thereof together with a written instrument of transfer satisfaaory to the Registrar duly executed and guaranteed by the Holder or has duly authorized attorney- Upon the lonely, of any such Series 2011 Bond, the County shall issue, and cause to be authenticated, In the name of me transferee a new Series 2011 Bond or Odes 201 Bonds of the ,m, aggregate principal amount and maturity as the surrendered Barrel 2011 Bond. The County, By Registrar and any Paying Agent or fiduciary of the County may deem and treat the Perron In whose name any Cynz ending Senez 2911 Bond shall be registered upon the Woks of the County as the absolute owner of such Bears 2011 Bond, whether such Series 2011 Bond shall be overdue or not, for the purpose of meaning payment of, or on account of, the principal or Redempfion Pace, it applicable, and interest on such 5enu 2011 Bond and for all other purposes and all Sam payments so made to any such Holder or upon has order shall be valid and effectual to satisfy and drsdn nge me liability upon such Banco 2011 Bond to the event of She sum or sums w paid and neither the Cannot ,, the Registrar nor any Paying Agent m' other fidudmy of the Counts hall be affected by any notice to the contrary_ 'irr, Cadwaes AtticsvUval Packet Page 483 10/25/2011 Item 10.6. ^ The Registrar, In any case where it is not also the paying vent in m rl act many series 2011 Bonds, foMwitb (A) following the fifteenth (1sh) day prior to an Interest Date for me Series 2011 Bonds: (B) following the fifteenth (15th) day next preceding me date of first ranging of noted of programme of any Sedan 2011 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of awn Forces 2011 Bonds, shall certify and famish to such Paying Agent the names, addresses and holdings of Borrow 2011 Bondholders and any other relevant anormation reported in the registration books. Any Paying Agent of any fully registered Series 2011 Bond shall effect payment of i ermit on such Series 2011 Bonds by mailing a check to the Holder using thereto or may, in lieu thereof, upon the request and expense of from Holder, transport such payment by bank wine emirm far the wwrmt of such Holder. N all cases In which me privilege of exchanging or transferring Series 2011 Bonds Is executed me County shall execute and deliver hopes 2011 Bonds and the Registrar shall authenticate surd Series 2011 Bonds in accordance with the provisions of the RewWdon Execution of Series 2011 Bonds by me Chairman and Clerk for purposes of exchanging replacing ar nan5feming Ban,, 2011 Bonds may occur at the here of me original delvery of the Forces 2011 Bonds, All Frres 2011 Bond, unconfirmed in any conch exchanges or transfers shall be held by the Registrar In safekeeping until directed by the County to the cancelled by the Registrar. For every swung exchange or registration of transfer of Senes 2011 Bonds, the Count or the Registrar may make a charge stiff to reimburse it for any tax, fee, expense or other governmental charge rryuired to be paid with respect m such exchange or man,fer. The County and the Registrar ehall not be obligated to make any such exchange or lran,fe, of Bede, 2011 Bonds during the fifteen (15) days next preceding an Interest Date on the Ydes 2011 Bonds or, In the case of any proposed redemption of me Senes 2011 Bonds, then, for me Series 2011 Bonds subject to redemption, during the fihwn (I5) days next Recording me date of the first mailing of notice of such redemption and continuing cord each redemption date_ Series 2011 Bonds Mutilated, Destroyed, Stolen or Last Bo bug as the Beres 2011 Bonds are reforum ed ve p¢ are of DTC or is no c the folbmlng paragraphs mining to mutilated, Ranged, stolen or lost Series 2011 Bonds do not apply go the Swins 2011 Bonds to the extent his conflict wood fire DTC bookmmlry rysfeed In case pony Series 2011 Bond shall become mutilated, or be destroyed, stolen or lost the County may, in rte iand deliver, and the Regard, shall ouMrn ew, Few, 2011 Bond of like tenor as the Faces c2011 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for inch mutilated Senes 2011 Bond upon surrender and cmcellation of such mutilated Senes 2011 Bond or in no of and substitution for the Seder 2011 Bond destroyed, stolen or lost, and upon the Series 2011 Bondholder famishing the County and the Registrar proof of has ownership thereof and satisfactory mdemAty and complying with inch other reosoreble regulations and Ambrosia as the Ginty or the Registrar may prescribe and paving inch expenses as me County and the Registrar may incur. AB Series 2011 Bonds co unhindered shall be dnNled by the Religion. If any of the done,, cull Bonds shall have matured or Ire about to mature, instead meeting a sempo mte Series 2011 Bond the County may pay the same or se the Faces 2011 Bond to be paid, upon being indemnified as aforesaid, and if rush Sarre, 2011 BOndsbe lost stolen or destroyed, without surrender thereof. Any sorb duphrate series 2011 Bonds nonce! prominent to the Remlation shag cocain emotimi, ,ideational contractual reopen .., on the part of the County whether or not the lost, stolen or destroyed ^ Series 2011 Bond be at any time found by anyone, and such duplicate Serum 2011 Bond shall be entitled to proo mroar¢ 1)o ,al Packet Page -081 10/25/2011 Item 10.8. equal and proportionate benefits and rights to the same extent as all other Series 2011 Bonds Issued pursuant to the Resolution. Optional Redemption The Senes 2011 Bonds maturing on or after (Dvmber 1, 2022, are subject to redemption in whole or in part, at any time, on or after October 1, 2021, in such order of ma mimes as may be determined by fire County (less than a tingle mamnty to he selected by lot), at a Redemphon Prim equal to 100% of the principal am t of the Series Will Bonds to be redeemed plus raved interest to the date hard redemption, without premium. Mandatory Redemption The Series 2011 Bond, mamring on October 1, . are subject to mand,mw stinting fwd redemption, prior to mumnly in pan Ise on CNober 1, � at a Redemption pore equal to fire principal amount of mach Series NIa Bonds m portions thereof to be redeemed, plus Interest awned daemon to the date of redemption, on October 1 In the following years and in me following Amortization installments'. Year Instate The Series 2011 Bond, mamnng on October, 1, . are nibject to mandatory ,inking fund redemption, prior o matunts In part by lot, on Grace, 1, � at a Redemption price equal to the principal amount of rabbi Series 2011 Bonds or portions thereof to he r deemed, plus interest accrued there to Be, data of redemption, on foamier 1 in the following years and in the following Ammr,mmn Installments: Amordaation Year aalM1lmeti nna. air orry Selection of Bonds to be Redeemed The genes 2011 Bonds shall be redeemed only In the pFinapal amen of 45,000 each and integral multiples thereof. 'file County shall, at least 45 days prim to the redemption date hwlem a shatlm time proud shall be em,faaory to the Registrar), notify the Registrar of such redemption date and of me principal amount of canes 2011 Bond, to be redeemed. For purposes of any edempton of less than all of I25e9bmme571275 Do7w1 Packet Page -485 10/25/2011 Item 10.13. the Series 2011 Bonds of a single monthly, the partim w Series 2011 Bonds or Famous of Series 21111 Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the redemption date by the Registrar rom the Series 2011 Bonds of the machine or maturities designated by the County by such method as the Registrar shall deem fair and appropriate and which may provide for the aelecdon for redemption of Series 2011 Bonds or portions of limes 2011 Bands in principal amounts of 85,00) and integral multiples thereof. NoMithstanding the foregoing, in the event that less than the entire principal amount of a Term Bond is to be optionally redeemed, the Cmmty shall determine how the principal amount of such re(nnded Term Bond i, to be a11orated to the Amonazo m Installments for the Term Brad and shall notify the Paying Agent and Redeem, of each allocation. If less than all of the ones 2011 Bonds of a single maturity am to be commen , the Registrar shall promptly notify the Comply in writing of the Series 2011 Bonds or portions of Series 2011 Bonds selected for redemption and, in the cane of any Faces 2011 Boud selected far partial redemption, the principal amount thereof to be redrsned. Notice of Redemption Notice of redemption, which shall spemy by Series 2011 Bond or Series 2011 Bonds (or portions thereon to be redeemed and the date and place for rtdemptlow shall be given by the Redeemer on behalf of the County, and (A) shall be blood with the Piece Agent of such Series 2011 Bonds, Nd shall be mailed Best class , postage prepaid, not less than 30 days not more than 45 days prior to the redemption date to all Holders of Series 2011 Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of ma3ag of such notire, and (C) shall be mailed, certified mall, postage prepaid, at least 35 days prior to the redemption date to the mgrmred assurance depositories and two or more nationally recognized municipal bond Information Ambes as provided to the Rewumm, Failure he mail such notice to each depositories or services or the Holders of the Series 2011 Bonds to he redeemed, or any defect therein, shall not affect the proceedings for redemption of Series 2011 Bonds as to which no arch failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holders Series 2011 Bonds. The County may provide tact a redemption will Ce contingent upon the commerce of certain conditions and that ht such conditions do not occur the notice of redemption will be reworded, provided notice of resdssion shall be mulled In the manner prompted above to all affected Series 2011 Bondholders as won as practicable hot in no event later than three business days following knowledge by the County arbor the Registrar that the monsoon for redemption has not o,will not boom SECURITY FOR THE SERIES 2011 BONDS The County hes masticated and agreed to appropriate in its annual budget by amendment if aoary, from Non Ad Valorem Revenues amounts aeronaut to (A) pay principal of and Interest on the Sense 2011 Bond, when doe, and (8) pay alt reim,V release, In the Rebate Fond pursuant to the ResoWBon. Non Ad Valorem Revenues" means all General Fund Revenues and MAID Revenues, other thou revenues Federated from ad valorem taxaLou on real or personal pmpemv, and all lmpaa Fee Favored, luee4mmims71275 oocwl Packet Page '486- 10/25/2011 Item 1O.B. But only to the extent they are legally e,,,table to make the payments required In the Senator "General Fund Recourses means total revenues of the Cwmy derived from any more whatsoever and that are allocated to and accounted for an the General Fund as shown in the Annual Audit 'General Fund "means the " General Fund of the County as described and identified in the Atmual Audit Impact Fee Poaedz maxim the proceeds of all impact fees levied by Fee County that are allocated to and accounted form the Capital projects Fonds as shown in the Annual Audit. "Capital Persons Fund means the CHAIN Projects Funds" of the County a described and combined is the Mutual Audit. 'MSM Revenues" means a8 revenues of the County derived from any source whatsoever and that are allocated to and accounted for in fee Unincorporated Area Shmmopal Services Taring Uisnie Fund as shown in the Annual Audit "Unincorporated Area Municipal Services Taring District Fund" an.... in, "Uninmrpomted Area Murvtlpal Services Taxing gstdtl Fond" of the "Special Revenue Funds of the County as such Funds are de,mb J and identified in the Annual Audit. Such covenant and agreement on the part of the County to budget and aNmEnate soA amounts of Nan -Ad Valorem Revenues shall be cumulative to the sandy not paid, and shall continue our such N,mAd valorem Revenues or order legally available funds in amounts mHidom to make all such regohed payments shall have been budgeted, appropriated and ocm Ily pad Notwithstanding the foregoing covenant of the County, the County does not covenant to sodium, any ,,,was or programs, how provided or maintained by the County, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non - Ad Valorem Revenues, nor does it preclude the County from pledging in the furore its Non -Ad Valorem Revenues, nor does it require me County to levy and collect any pardalar No, Ad Valorem Revenues, or does it give the &ties 2011 Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed teen to claims of general creditors of the County- Sum mv occur m appmpdate Non-Ad Valorem Revenues,, subject is all respects to the payment of obligations reached by a pledge of such Non Ad Valorem Revenues heresofine m her®her entered into Qncluding the payment of debt wire on bonds and office debt InNwnmts). However, the covenant to budget and appropriate for the purposesmi in the mamrer stated in the Resolution shall have fee effect of making avdilable for the payment of the barks 2011 Bonds,m the mmmerdes bed is the Resolution, Non Ad Valorem Revemres and Placing on me County a positive duty to appmprlale and budget, by amendment, if necessary, amounts srffiadt to meet its obl,ga m,s under the Resolution, subject, however, In all respects to Me reshmm ns of Notion 12909, Florida Statutes, which generally provide that the governing body of such mom v oNy make ry appropriations for each fleet year which, a M any one yea, shall not payment the amount to be renewed ograms from tmafion es other revenue sources, and subject, arm, further, s f the payed[ of f thews and programs which are cl im are public purposes dated b applicable Me hezlth, safety and welfare of PeiMa %mnN of the County on claim are legally mandated by eppumblc Ww. The County has covenanted and agreed to transfer to IM Owing Agent for the Seder 2011 Bonds, solely from fonds budgeted and appropriated as described In the Resolution, at least one business day poor to the data designated for payment of any principal of or interest on the Series 2011 Bonds, wfhAmt mone}'s to pay such ponopal or interest The Repairer and Pmmg Agent shall utilize such moneys for payment ofthe principal and interest on the fmms2011 Bonds when due. THE SERIFS 2011 BONUS SHALL NOT BE OR CONSTIT TY GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONUS" WFPHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUUGETEO AND APPROPRIATED BY THE I2569'timvmsnz95 nocwl packet page -48J- 10/25/2011 Item 10.B. COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WTFH THE RESOLUTION. NO HOLDER OF ANY SERIES 2011 BOND SHALL HAVE THE R CHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2011 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2011 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLLTEM No Reserve for Series 2011 Bands Pursuant to the Resolution, the County has determined not m fund a debt service reserve fund or account to furtber savors the Series 2011 Bonds, Anti- Dilufion Test Drove and, time as any 5mm, 2011 Banda are Outstanding under the Revolution the County has agreed and covenanted onto the Series 2011 Bondholders that (1) Non -Ad Valorem Revermu shall vase, protected Maximum Annual Den Service on tM Series 2011 Bonds and maximum annual debt service on Den be at least 25n and (2) projected Maximum Annual him Secure on the Boors 2011 Bonds and oat debt service for aB Debt (as hereinafter defined) will not exceed 20% of the aggregate of General Fwd Rev a, MSTD ftev a' Fusser Pee Proceeds exclusive of (a) ad valorem tax rcslected to pent of debt service an any Debt and (b) any proceeds of the Series 2011 Bonds ov Debt. aym His wlcilacons required by (1) and (2) above shall be determined usag se average of awal revenues for the prior tune Fiscal Yearsbase l on the County's Annual Audits. /\ For the pump oxa of se can maans continued in me preceding Romansch, maximum amoral debt service on Debt means, with respect to Debt that bears m a hard intst rates the actual maximum annual den Den which and, with respect to De which bears re re interest at a variable interest rate, maximum debt service nn such Debt shall be determined assuming that interest accrues on such Debt tmom an at the vacant "Bond Buyu Revenue provided, Bond Indev as if Debt, The Bond Raver m more than two weans prior to any sarh calcvlaour p Balloon, nowevu, if any Debt, whether bearing interest an at a fixed bt or ruble s Balloon Indebtedness, e s defined below, oat debt se sucM1 Debt shall be determined assuming such Debt zed o m20 annual apmodmarely level debt service basis. Debt means any date (without duplication) all of following to the extent that they are inured by or payable is whole or in part from Non Ad Valorem Revenues (A) all obligations of the Canner for borrowed money or evidenced by bonds, debentures, notes or other similar instruments,, (B) all obligations of se County to pay the deferred purchase price of pmperry or services, except trade accounts painted under normal hard terms and which arise m the ordinary cwce of the fineso (G all obi g,min, of the County as lessee under capitalized leases, and (D) all Indebtedness of other Persons to the extent guaranteed by, m secured by, No, Ad Valencia Revenues of me County; pointed, however, Jwith respect to any obligation contemplated In (A), (B), or (Q above, the County has covenanted to budget and appropriate samovar Non-Ad Valorem Revenues m satisfy o such obligation nit has not favored such obligation with s lien on or pledge of any Non Valorem Revenues then, unit with respect to any obligation comemphb d in (D) abuse, such obhgamn shall yotto commend "Den" for purposes of the Resolution unless the County has actually used Non -Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or re sonny expects to use Non Ad Valorem Revenues to sidsfy soon obligation in the current or immediately succeeding Fiscal Y®r- Aker an obligation is considered 'Debt as a result of Ne srov3n art forts theimmem,AIy preceding wnXnce, it shall secured to be considered Debt octal the Corona has not used any Non-Ad i25swmwmo571275 ooc14f Packet Page 488 10/252011 Item 10, B. Valorem Rmenues to Samrs, neds, obligation for two mnsecvbve prod Years. For purposes of this ^ paragraph,' Balloon lmdebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is d"It to a Qualified Hedge Agreement, interest on sock Debt during the term of m ], Qualified Hedge Agreement shall deemed to be the Hedge payments coming due during such period of man GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES General The Caunty generally receives two primary sn of general governmental revenue _ ad valorem taxes and non ad valorem revenues. Ad valorem taxes may not Se pledged for the payment of debt olitigation, of the County maturing more than twelve months firm the date of iss ce thereof without approval of the electorate of the Courts pax ad valorem tax attitudes of the County arc not pledged as security fm tits payment of the Series 2011 Bonds and the County is not obligated to budget and appropriate rid valorem tax revenues for the payment of the Series 2011 Bonds. The County is Demands by the Florida Constitution as levy ad valorem taxes at a rate of up to $10 per $yM0 of assessed valuation for general governmental expenditmec The Cowry's General Fund ad valorem tax urging, ate far Me fueal year ending September 30, 2012 Is $35615 per $1,000. The Canada a Unincorporated Area Mirrored Services During District Fund ad valoran tax rvillage rate for the fiscal year ending September 30,'2012 is 80.7161 per $1,000. The County Is also pemrned by the Florida Constitution to levy ad valorem tams a move the SID per $1,000 Immomon to pay debt service on ^ general obligation long-term deMif approved by a voter referendum but does not currently do so. Not,ad valorem announce of the Cmmry may be pledged, mention to certain limitations disclosed herei , for the payment of debt obligations of hie County . Such non -ad valorem revenues include a broad ourg my of revenues, including, hot not limited to, revenues received from the State, in Se %and income produced from certain serves and facilities of the County described below[ s 2011 Bondholders do not have a lien on any, spenlc no, ad valorem revenues of the County. As more fully described above under "5ECURITY FOR THE SERIES 2011 BONDS:' the Comm, has cerebrated and agreed In the Resolution, subject to under, mon,ims and limitations, to appropriate in Its mind budget by amendment, if necesa7, from Non Ad Valorem Revenues am ore, m mmetat to pay principal of and Interest on the Series 2011 Bonds when due in the manner and to the extent de bed here'[, She raiders of me Seder 2011 Bonds do not have a tam an any sp sific Non Ad Valorem Revenues of the Comfy and the County has outstanding cetain mar debt obligations payable in=n lam mpan and pledge of certain of the Non Ad Valorem Revenues of the Camino . A large percentage of there s of the County, including ad valorem taxes and non ad valorem revenues, are deposited an the General Fund and hie Unincorprraled Area Amounted Services Doing District Fwd. The General Fraud Is the largest operating fund of the Carry It Is used to account for mbstantially all mwtywme ac and is supported principally by ad valorem taxes. The Unincorporated Area Municipal Services nominee Usufruct Fwd accounts for memorial Fine services provided in hie unincorporated area of the Coumy end is also supported primarily by ad A, mm, ervs. Pro CERTAIN FINANCIAL MATTERS - General Fund and Uuin,orpoated Area Municipal Services ^ Taxing District Faced" bemn. Furthermore, as lettered hand, and,, SIECURITY FOR THE SERIES 2xs90 AaSr2o oocwl Packet Page -68B- 10/25/2011 Item 10.13. 2011 BONDS, file obligation of the County to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including without tinumGon the payment of services and programs whmor re for essential public purposes affrmang the health, safety and welfare of the i i abimnts of hie Cmnty or which are mandated by applicable law, and the obligation of the County to have a bolstered budget. Tire Florida Department of Financial denims ( "FDFS ") has developed, as pan of the Ureform Accounting System Manual's Chan of Acmunts, as major c,mgodu of local gapemment barriers mtergmemmmal revmu s, Freres, perots and impact fees, charges for camces, line and fmfetmes and miscellaneous revenues Using that organization, the following describes the major sources of the County s Non Ad Valorem Revenues'. Taxes The Communications Services Tax Simplemadon Are, eo cred by Chapter 2000 -2W, Laws of Florida, as amended by Chapter 2001-14W, Laws of Florida, and now reduced an part as Chapter 202, Florida $ta tea (the "CST9'J a tabhowd, effective October 1, 2001, ¢ ax n the communications as of the s re a of communications J dons seMces as defined in which 2021E ylodds Statutes, and ie at the same date repealed Section Ices tax me purchase Salutes, whtrh previously granted s Pursuant t the sonority to levy a utility services tax the sale c of Merommnnications services. t oa service ce Sections or 202 me and 2022, Florida he Co Statutes any sale co mumnrvcations services charged to a io readdress in the C to of 2 0%. m the urcetthat ar l mmived bytiom services rox such Commuons Services Tai) at role of derive The resource the o c that am Communications by the County Coen such Commun (the s rust Fu Tax wlilrh derive from the Local mint of Re . u (FTOR Tax pursuant Trost Fwd osi, "Trani Fund s cred with the Florida ,payment f ba don or b ain bo d pmsdebt to Seemed 202193, Florida 3tamtes may be pledged for the repayment of mmm or future bonded indebtedness. The telecommunications tax applies to the Problem of "telecommunications services which o pnea t o terminated within consummated Calker Courts, with reform commitment described below. Telecommuniallons services" is defined to be local telephone service, Io6 telephone service, telegram or telegraph service , teletypewriter service, private communication reform mobile telephone or blemmmmbcatlon m r speciahzed mobile radio, pagers and paging carried, but examine lm o mode, line compute smm'c able service. eleruorvc l service, electronic bulletin board device, or nmilar an -line computer service. One effect of the CSTA was to replace the former telecomarmumbons tax, including Tom paid calling arrangements, as well as my revenues from franchise fees on cable and telecommunications service providers and permit fees relating to plating or maintaining fa Tties in rights-of way collected from providers of certain telecommunications services, with the local communications seMCes tax. This change in law was ended to be r central to the c and municipalities The Commmdcatioas Series Tax applies to ea broader base of commmo aons services than the former telecommunications tax. 'Commumcmm, cancer made, ties CSTA are defined as the transmission conveyance. or [mg of screw, data, andin, rideo, or any other information or expands including cable services, to a point, or between or among points, by or through any electronic, radio satellite, cable, optical, Rwsflmspasvmsrorofl Packet Page 490 10/25/2011 Item 10. B. 0 other memum or method now In a ... two, or Lorimar devised, regardless of the protocol used for Arab transmission or comevance The term does not include'. (a) Information services do lost, Lane A I maintenance of wiling or equipment an a customers premises. (c) The sale or rental of lmgible personal property. (d) The sale of advertising Including, Set war to, directory advertising. (e) be check charges. (f) Late payment charges. (g) Belting and collector, services. (h) Internet access sorcery dearomc mail service, electroNcpelican board service, or similar amine sercemo However, such services have historically been laxedit the charges for mdb income are not stated separately from the charges for communications uvlces, on a customer, bill The sale of mmmmucations services to O the federal government, or any instrumentality m agmry there.( m any mating daHS... met from sate tares under federal law, (11) be slate or any county, municipality or political subdivision of the state when payment is made directly to be dealer by the governmental enety, and (ih) any educatlowt Insbtumon (which includes state reported and nonprofit private schools colleges end universities and nonprofit Incomes, art gm),nes and museums, annong others) or pharynx instruments; (which includes, but is not limited to, oteam utons having an established phyaol place for worship at whtrh nonprofit religious seAmnes' and ach, im,, are regularly oerci e) that apt from federal income tax under 4m.n sm(q(3) of be Code are exempt from the Comenmomons Services To, . The CSTA provides that, to the extent that a provider of communications services is requited to pay to a local taring judsdlchon a tar, charge, m other fee miler any franchise agreement or ordinance with respect to the services or revenues that arc also meted to the Commubocntons Seevices Tax, such provider is entitled to a credit against the amount of such Communications Services Tax payable to the State in the amount of man taw charge, or fee with respect to such ounme or revenues. The amount of such credit Is deducted from be amount that such local taxing rydsdidion i, entitled to receive under Section 2 1q(3), Florida Smmree Under the CSTA, local gvemments most work with the FDOR to properly identify se addwi to each mumopality and co It a pa,m s ion fats to provide the FDOR with accurate service address information, the local government risks losing ex pmaedz that it should properly e. The County believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such Information Is accurate. Providers of communications services collect the Communication Services Tax and may deduct 0,75% as a collection fee (or fi25% in the case of providers who do not employ an enhanced rip code database or a database that is either supplied m rectified by the FDOR). The communications services pmvtders remit the remaining proceeds to the ITC AR for deposit into the Tam Fwd. The FDOR then makes mmuhly mnGbmima ham the Trust Fund to local governments after womimg up to 1 %of the trial revenues gen rat N As an adm .... human fee. I256wm305712rsnooni Packet Page -191- 10/25/2011 Item 10.13. The iodine Internet Tax Freedom Act ( Fpuk ) Imposes a moratorium on taxation of Internet access by states and political subdivisions. As amended by the Internet Tax Nondiscrimination Act (1TNA'), ale ITFA may have a material adverse effect upon lamed collections of the Communications &rvias Tax Revenues. Signed by Resident Grorge W. Bush on thrombin 3, 2004 the ITNA extended the ITFA until November 1, 2007 . Federal legislation was enacted on October 31, 2007, to extend the moratorium, which was set to expire on November 1, 2007, on certain state and local government taxation on Imemet access to November 1, 2014. This legislation prohibits a state from coed,... g a tax on Internet access which Pe state repeal more than twenty -four (24) months prim to Nis legislation s enactment Additionally, a specific exemption was created for certain state business m mated lwomn June 20, 2005 and before November 1, 2007 which do net discriminate against providers of m a ban settees, Imemet across or telecommunications. prisms November 1, 2003, "Internet access was ended to include telecommunications authors bicameral, aced or sold by a provider of Ntemet access to provide Internet access. 'Internet access" now also includes relatal communication southeast such as small and Instant messaging. The definition of "Internet access" was several, in part to eliminate tan um language which could lu read to allow providers of rorrvnunication reforms to exclude from memo, charges for Pro cc which a e handled for .single pilot with taxable communication a 7clewmmunl cations, ended, includes um iddated n anti o'v telecammunlcamnsssuch as cable services Application of the amended! harmonic of Internet delayed wed June 30, 2038 for state or local tax on Internet access that was: (1) generally imposed and annually enforced on telecommunication services, or (2) the subject of litigation farrowed in a state Duct prior mJdy 1, 2037. Prior to Cecembn 3, 2004 under the CSTA, according to FD P, whom charges for Internet access not separately stated on customers bill, the snore charge is taxed, regardless of whether the charge Includes fntemet access or telemmmummar moires tested to provide Imemet access. The negative impact on dusted collections of Communications Services Tax Revenues because of the RNA cannot be determined at ths time. The amount of Communications brewers Tax revenues reserved by the County a subject to increase or decrease one to t) increases or demeaas In the dollar volume of taxable soles within the County, (n) legislative changes, and/or (in) tedmological advances which could affect consumer preferences, such as Voice over Imemet Protocol ( Vol? ). An example of possible legislative changes includes the bonds bills introduced in the Florida Legislatures 2011 legislative session designed to reduce the lax rates for the Local Communications Se rice, Tan Although none of these bills passed, several State legislators have indicated they will propose similar bills In die 2012 legislative session. An maple of teclmologi ml advarcea winch could affect consumer preferences Includes Voice over Interne Protocol (Vol ?). VOID Is a less expensive technology that allows Rlephone culls to be made in digital form using a broadband Imemet connemmu rather than an mining phone Ihi¢ and bas the potential to supplant haddional telephone mervIlC pis possible that VdP could either reduce ale dollar volume of taxable sales within the County or willhe a non - taxable service altogether. The amount of the Communications Seroye s Tax revenues collected within the County may be adversely affected by the monderrahon of new mm uln1mes use the umempoated areas of the County and the annexation of unincorporated areas of me County by the municipalities within the Crotty _ duns tic rem,mon and /or nomination would decrease the number of addresses contained within the uninompmoatedmosesoftheCowme At this time there arena inc T,,,tiona or mnex mm, anticipated within the County. izsssews,wmzvooa ' l Packet Page -492- 10/25/2011 Item 10.B. Intergovernmental Revenues All revenues revised by a local heat from federal, state, and other local gwemment wares in the From of grants, shared revenues, and payments 1, Inch of tax would be me dad in the ,merge, emmenod remove Category HIS category is mother class, had inro seven suMategones: federal grants, federal paymentz m fire of taxes ( "PILOT), state grants, state shared revenues, state PILOT local grants and local shared revenues If a permute, grant n funded from separate mhogovemmental sources, then the revenue is recorded proportionately. The largest component is the "Local Government Half Cent Sales Tax," IDmI Gooermnen HM( C. Sa esTax "Sales Tax Revenues" consist of the amount of me Local Government Half -Cemt Sales Tax distributed by the State from the Local Government Hal f-Cent Sales Tax Clearing Trust Fund to the Chesty pursuant to the provisions of Chapter 218, Part tl Plonda Sromtes. The State letter and wlleas a sales tax on, among other things, the sales pfue of each item or rtide of tangible persond property sold at De ail m the State, subject to Certain ex,epters s and dealer allowances. In 1982, the Florida legislature created the Lod Government Half Cent Sales Tax Program (the "Hall Cent Sales Tax Program') which distributes a pmbon of the M es tax revenue and money man the State s Conrad Revenue Fund to counties and municipalities that meet over eligibility requirements. In 1982, wMn the HalfCew Sales Tax Program was created the general rate of sales tax m the gone was increased from 9 %to 5a, and one -half of the fifth rem was devoted to the Holf -Cmt Sales Tax Program, thus giving rase to the name "Half -Cent Sales Tax Although the author of sales tax revenue deposited ^ into the Hall Cent Sales Tax Program Is ono longer one-half of the fifth rent of every dollar of the sales price of an hem compact to sales tax, the name' Half Cent Sales Tad has convinced to be mtlwed. Season 212 20, Honda Statutes, provides fm the distribution of sales tax revenues collected by the Slate and further provides for the distribution of a portion of rules is, wermes to the Half Lent Sales Tax Clearing Trost Fund (the "Hal(Ceot Sales Tax Them Fund'), after providing for transient to the State General Fund and the Ecosystem Management and Restomnoa Tmw Fund, From 1993 until July 1, 2003, the proportion of sales tax revenues deposited in the Half -Cent $ales Tax Trost Fund (the Half Sales Tax Revme,a) had been contemn at 9_rS3% of all rate sales lax remitted to the State by a Fetes tax dealer located within a particular county. (Effective July 1, 2013,rvd proportion was reduced 1t 9693 %, andeffwt,ohly L FRI, mrh Proportionwasmitherneduced to 8.81 4%, which remainsm effort) Sari amount de posited in the Half -Cmt Sales Tax Tourist Furl is earmarked for distrommon to the governing body of such county and each participating municipality with,, that county Putman to a distribution formula. The legislative intent of the proportion reductions described above was to (reeve for one fiscal ear me total amount of HaI1Cent Sales Tax Revenues distributed to the counties and muNdponces throughout the State t b negative Smpod di mmaion to from changes to the hTmst t sales for mmmorpelu x offset the the i aced of chin to the Revenue Sharing Tmst Fwd for tines iith was to the base offset the the change In hWbant sales s g iismbudon emergency smaller herder with a limited fix box was offset the Me amount of ha shag of mate tams going ov the eats e al distribution Can m, impact was t, reduretheomouolof fondsuiion. The ecowrygovernments equal St peofecrtdocols6 Aidetefmmthe account sales tax dtions both ThegmemlTatl of sales tax mthe State a rig into account me distributions orsto the Sates General Fwdally 02%Of SY of taxes collected) and and the Ecosystem Management and lame wife Them a pr pi rtion reductions o2 %of ^ taus collected, and after taking inro account the mmolotive effect of the proportion rcAOalons li`ss4Nmimsnxa.00cn PacketPage -093- 10/25/2011 Item 10.B. ^ associated above for every dollar of taxable sales From of an item, approximately o.iol cents Is deposited Into lire Trust Fwd. As of October 1, 2001, the Half -Cent Sales Tax Trust Fwd began rece ving a portion of the Commutdca6ons Services Tax Thus ... t to the CSTA. Accordingly, moneys distributed from fire Hall Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and Communications Services Tax revenues required to be deposited into the lialf- Cent Sales Tax Trust Fund, The Half -Cent Sales Tax Revenues are dominated kom the Hall Cum Sales Tax Trust Fond on a monthly basis to participating wits of local government in accordance with Part l'1, Chapter 218, Florida Statutes (the 'Sales Tax Act). no Sales Tax Act Permits the County to pledge its share of the Half Cent Sales Tax for the payment of principal of and interest on any capital project Florida law also allows mmumas to impose a sales surtax of up to 1% to fund Infrastructure improvements upon approval by a urns of the .letters. The County has not imposed a 2% sales surtax, To be eligible he participate in the HalboC nt also Tax Program, each moniopaliy and county is acquired to have (1) reported its finances for its most recently completed fiscal year to the FDFS as required by Florida law; do) made provisions for annual post audits of firmeml accounts m accord.... with provisions of law: (w) levied, as shown am its mart recent noticed report, ad valorem taxes, exclusive of taxes levied for debt urvice or other Tend mlllage, amhomed by the voters, to produce the revenue equivalent to a mlllage rate of three (3) mills on the roller based upon pan taxable values or, in order o Traders revmoe equivalent to cut which would otherwise be produced by such three (3) mill ad valorem tax, to have mc,wed a remittance from the county pursuant to a municipal service benefit your, collected or n,mp, i...I license fine utility tax, or ad valorem tax, or have received revenue from any combination of thou fool Swaes, p') crushed that per employ as law enhancement officers meet certain qualifications for employment and receive certain corporations; (v) hembed that pasonsmits employ as firefighters meet anainemplumnitapublications and arc eligible for certain compensation; (A) certified that exch dependent special dlNda first Is budgeted separately from the general budget of such corny or monioTiny has met the pmvimne for must port audit of its financial accounts m accordions with law, and (v7 accused to the POOR that It has complied with certain procedures recruiting the establishment of me ad valorem tax mlllage of the county or immorality as required by law. Although the Sales Tax Act does not impose any translation on the number of years during whom a county or municipally may receive disMhutbns of the Half Cent Sales Tax Revenues from hire ofiArD aA Sector oocvtl Packet Page -494- 10/25/2011 Item 10.B. HalfCae Sales Tax Trust Fond, Mere may he amendments to the Sales Tax Act in subsequent years imposing additional requiremmts of eligibility for ..mire and municipalities partidpating in the Half Cent Sales Tax Revenues, or Me distribution exposure in Serious 21220(6)(d) or 218 62, Florida Statutes, ae he revisal. To ber eligible to participate In Me Trust Fund to Future years, the County must comply with the financial reporting and ..her requirements of the Sales Tax A6 Otherwise the County would loones Half -Cent Soles Tax Trust Fund d(stnbutions fmiumlve (12) months following a "detemnnaoon of noncompliance " by FDOF The County has always maintained eligibility to receive the Sales Tax Revenues. HellLmt Sales Tax Rnmaes m11mM within a cowry and deposited In the Half -Cent Sales Tax Trust Fund are distribute among such ..unto and the eligible municipalities therein in accordance with the following formula: County a share unincorporated 213 of the (expressed as a county + incorporated pmmntage of total population county population HWM1Cmt Sales Tas total 2/3ofthe Revenues) counts + incorporated population county population Rich municipality's munlchollty population share (expressed as a percentage of Half total 2/3 of Me Cent Sales Tax county + na puate population munry petroleum, Revenuer) The amount of Half Cent Sales Tax revenues distributed to the County is subject to increaw or ,h,mme due to O mom or less favorable economic conditions, M) Mrsmss or denezas in Me dollar volume of taxable rules within the County. (fit) legislative changes relating to the Lod Government Half Cent Sales Tax, winch may include sAi i, the stops of taxable sales, changes In the tax rate and ,furnace in the amount of roles tax revenue deposited in o the Trust Fund and (iv) other factors which may be beyond the control of the County or the Series 2011 Bondholders, intlud,ng ben not limits to the Precast for imm,,ed use of dehmmic moment, and other unrest related sales activity that could have a material advene mHact upon the amount of Loa] Government Half Cent Sales Tax collected by the State and Men distributed to the County. State RmnueSn e A portion of die taxes levied and collected by the State is shared xnh local governments under Provisions of Chapter 218 2C Fiona Statutes To be ehurble for State Revenue Sharing funds, a local government must have Of reported its Furnace for its hired recently completed fiscal year to the FDFS as required by Florida law, (u) made True,.... for eemual post audits of financial accounts in accordance with provisions of law: asescAns,wsnvmonal Packet Page 495 10/25/2011 Item 10.13. (in) levied, as shown on its most recent Mandel report, ad valorem taxes, exclusive of taxes levied for debt service or order special alleges amly need by the voters, to produce the revenue equivalent to a m ilage may of three (3) mills on the dollar based upon 1993 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such rdu'az (3) mull ad valorem tax, tobacco received a remittance from the county pursuant to a municipal services benefit curt, reachN an arupa he al license utility tax, or ad valorem tax, or have banned mayor, from any ammmmn of those four sources, (iv) certified Nat faun in is employ as few enforcement officers meet cemN qualifications for endearment, and reeve certain mmpensawn; (y certified that persons in its employ as firefighters meet certain employment quaM1fl cations and are eligible for cocain compensation, (w) certified that areas dependent special district that is budgeted separately from the gmeral budget of such county m municipality has met ase borrow:... for mm al post audit of its financial accounts in accordance wlNlw-; and bear) seemed to me FD R that it has complied with certain procedures regarding rise establishment of she ad c,lumm tax collage of the county or municipality as required by law. Eligibility I9 retained If Ne local government has met tangibility requirements for the previous three year,, caner, if the loml gw correct mimesis m,llage o uNi , faces because of me receipt of State Revenue Sharing funds. The amount of the Stare Revenue Shang Trost Fund distributed to a county is calculated using a formula consisting of the following equally weighted factors : co mmy premature, umnmrpoated county population and county sales tax refernons. A county 's population factor means a county's population d ... did by the total population of all eligible co n the State. The u ardicarated county mf population factor means the coy s unincorporated population divided by the total unincorporated population of all eligible counties is the Selz A county s ales tax collector; factor means that county 'a sales tax collections during file preceding year divided by the total sales tax collectors during the same period for all eligible demties m the Sete. Funds are wired monthly by Ne FOOP. Fach eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds, known as the - guaranteed entitlement and the second sued ra.road! entitlement;' the first of which is correlated to amounts received by srd county from coleus taxes on cigarettes, roads and Intangible property an the State fiscal year 1991 -1972 and the second of which is remained to the ammut received by such county In Sete fiscal y ®c 1951 -1982 from the d encvlsting tax on parades and intangible pers..al property, le.. the guaranteed entitlement The fund, remaining in the Revenue Sharing Trost Fund seer the distribution of the Guaranteed Entitlement and Second Guaranteed Enmkrmnl are reeved to as growth monies" that are further distributed to eligible counties (the "Growth Monies"). piece am no rehumon, a, the use of the Guaranteed Entitlement, Secured Guaranteed condiment or the Growth Monies, however there are restrictions on the amount of funds 1Mt can be I29fmeMbOU571279 ooc1+ l Packet Page 196- 10/25/2011 Item 10.13. pledged for bond Indebtedness. Counties are allowed to pledge me Guaranteed Fundament and the Second Cuarmneed Emmenthal revenues. Counties can assign, pledge, m set aside as a trust for the payment of pdndpal or Interest on Nnda or any other farm of Indebtedness on amount up to 50 percent of the State Revenue Sharing Funds (including Growth Maraca) received by it in the pnm State fisral year To be eligible to porticlpate In State Reason, Sharing in tames years, the Carries must comply with reroln eligibility and reporting renturements. If the County fails to comply with each mri imm,de, the FUOR may utilize me Best i imrmabon available to it, if own iNrrmation is available, or take any ....... ry a,ban iudrding dun mata tcatiou, either partial or entire, and the County shall further waive any eight to challenge the dereemnamm of the FUOR as to its distribution, if env. Licenses, Permits and Impact Fees These are es derived from the issuance of local professional, om pational, and other hearses. Included in this category are impact fees. Pursuant to card inana No 2001- n,, as amended, such impact fees mchme'. Cowry -Wide Library Impact Fees, Emergency Medical Services Impact Fees, Government Pacumes Impact Pees, law Emfmm ment Impact Fees, Correctional Padkhes Impact Fees cad Perks Impact Fees. The Board established separate impm x fee toast funds for each of the Coumv -Vide Library Impact Fees, Emergency Medical Services Impact Fees, Government Facilities Impact Fees, I.me Enforcement Impact Fees, Conventional Pardoned; Impact Fees and Park Impact Fees. Ford of these impact fee toast cards is maintained separate and apart train each other and from all other funds of the County_ The funds deposited me each impact fee toast fund arc to be used solely for the purpose of providing growth necessitat ed improvements end additions to the specific public facility fm which such ee, Impact fees are received. The Refunded Pme,15 being refinanced vdth proceeds of the Series 2011 Bonds consist of goes, IF related improvements and additions for which Government Pad d es Impact became legally available to pay_ TMrefore, mdl Impact Fees are legally available to debt venue on the Series 2011 Bonds which are tmbutable to the respri a p,T,,e Far example, Government Facilities Impact was, Cur nal Facilities Impact Fees and Parks Impact Pees are legally available to pay life proton of debt service on the Series IDll Bonds which financed government facilities. The Refunded Projects do not consist of law enforcement growth related improvements and additions '[therefore, Law Enforcement Impact Pees are not legally available to pay aty debt sawfor on the Series 2011 Bonds Impact fees are charged on onsmuctiw and must be used for growth related capital exparuwa The use of impact fees Is limited under Florida law to p) paymmm for expansion facilities or (11) paying debt service on obligations issued to acquire or connmct or refinance expansion facIDfies to the extent the debt service is attabutable m expansion facilities. The u,e,f mpad fees w W oher llmNed to facility expansions related to the purpose of the impart fee itself. For cmmple County Wide Library Impact Fees may only be use to pay for library facilities exyonsiw, and cannot be used to pay for expansion of emergency medical se owl facilities, parks or other govmment fadtlties Under Floada law, investment earnings with respect to impact fees are mbjert to tie same perimeters on as the impact fees themselves. Impact me revenues Fluctuate with the amount of new construction or development which occurs within the County. Therefam there can be no assurances that such revenue will not decrease or be eliminated altogether in the event that new mnstmmon, for whatever teases, might rich ..a 0, cease altogether within the County. r� Issss+^"muu7t275 ° lxvq Packet Page -0W- 10/25/2011 Item 10.B. [Pemainde: of pege Pntento Dlly left blank[ I' +N Mmvnemcwl Packet Page -498- 10/2512011 Item 10.8. Footnote V to the County's troubled financial statements fm the rural year ended September M, 2010 which can be found to "APPENDIX C - Audited Financial Statements" attached hereto rotes the following. "The entering foods had fund balance deficits at SeptemLr 30, 2010: Fired Amount Correctional Podtifiez Impact Fee ($809,436) Coomes Wide Penney Impact Far (5$Si.77) Emergency Jd Nicat Formosa Impact Far (2,254,895) Government Facilities Impact Fee (12,499,194) Law Enforcement Impact Fee (10425.5691 Total (530,620,849) The fund balance deficits are primarily Fie result of advances from other funds made odor to September 30, 2010. These advances were rxorded to ensure repayment of nonAmpact fee monies loaned to the Impact fee fund for the mammume m of growth necessitated facilities. County management anticipates that the deficits vul be covered by future Fears "impact fee revenues. Cowry mawgemmt under, anticipates that the deficits wO be covered only after making allocable debt wave, payments on the Series 2011 Bond, The County has utilized this informed loan approach to track the degree to order unrestricted funds have subridieed growth related e,lem m n, e, such that fund reimbursement can onvr In Inure years when and if the deeper impact fees esceed growth related n,pendimrez. Charges for Services Proceeds revolting main a local units charge, fm services are reflected in does category and include those charges received from private individuals or other greenmai l umm The following; apartment areannclude mch charges O General government (n) PWlc safety; (ill) physical environment; gv) Transportation, (v) Economic tl (ve Human (.u) Gmmre and recreation. Fineg and Procedures Fines and forfeitures reflect those penalties and floes Imposed for the commission of statutory offenses violate, of lawful administrative rates and regd,umn, and for neglect of official duty. Forfd firms Include revenues resulting from parking and chart bn,c ¢wss(mipusnns.twroa Packet Page 499 ^ Interest 10125/2011 Item 10.B. This category includes interest aimed on County investments. As the economy slowed the amount ofueerest recaved by the County has been negatively impacted. Miscellaneous Revenues Ifiss category includes a vessel of revenues including'. (1) Rents and royalties, (if) 0.sposition of fired aasen; (m) Contributions and donators; 6v) Nsurance pmcceds; and (v) Other mucellaneous revenue The fall ovdng table wheremts the County 's detemdiumm of NomAd Valorem Re, comes for the County 's reveal years ending September X, 2003 through and including September M. 2010 (excludes n -ad valorem revenues of the County which are not legally available to pay debt snrvice on the Sedes fell handle). Certain of such revenues may heretofore or hereinafter be spetlfically pledged to semm other indebtedness by the County. Any each debt would be payable from own specific revenue sources prior to payment of debt service on Me Series 2011 Bonds. Such table is not intended to represent s of the Crime which would necessarily be available to pay debt service on the Smes 2011 Bonds, however they are an 1Mlmton of the relative amounts of non -ad valorem eveues of the County which mey be available for the payment of principal of and interest on fire Sense 2011 Bonds taking hi account general government expenditures. Certain categories may cease to east altogether and new sources may come about from nine to tine. IRem,,,der of pagestenlionally left blank) Izswtnewn:mzsvoeon Packet Page 300. 10125/2011 Item 10.B. Packet Page -501- V z 'z p oz W OZeC ^ C< — WO Z zr jo C E ; O _ 7 E = E Packet Page -501- 10/25/2011 Item I O.B. \ } \ \\ S QDGSnlG{!;}S;G _ 1!!!l ;t;!! _ »G\jdl9J!!!ai§ ``�E@ \j799rd)9 :b \ \ \ \ \ \ \ \ } \ \ ; \ \ \ \\ : \ /- ©denP valulA :9 9unea,ae,r,nlQ {\) \ :o aaBaa�,t, . \ \ \ \\ \ \ \ \ \ \ \ \ \\ \ \! Jraa9sJus8e90 } \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \} Packet Page -502- 10/25/2011 Item 10.B. 'ea, COLLIER COUNTY OTHER OBLIGATIONS PAYABLE FROM NON -AD VALOREM REVENUES The County has other debt issues outstanding wNch are covered by and payable from specific Non Ad Valorem Revenues (excluding gas taxes and net revenues of the water and sewer mtepnm Load, neither of wharf, are legally available to pay debt service on the Series 2811 bonds). Such indebtedness is committed belowr Maximum Annual Debt Amount Service on a Per De new, Eum, of Severity O manddil Final fault farmlidusm Capital Improvement and Half Cent Sales Tax S35,505000 18/012033 &3,016,281 Refunding Revenue Bonds, Series 20030) Capital Mpm,emee and Half Cent Sales Tax $139,820,000 INOU2035 $12,701.019 Refunding Revenue Ponds, Sines More Special Obligation Revenue Covenant to Budget and $58,iSg000 7/01120M $4,053,000 Bonds, Sense NE) Appropriate Non Ad Valorem Revenues Special Otalmatlon Refunding Covenant to Budget and $24,620,008 10A1,2021 S3,418 ,260 Revenue Bonds, Series 20UB Appmpnam Non -Ad Valorem Revenues TOTALS: 52.ib S Y! 8ZUB3j¢p The amount outstanding on each Bond issue is calculated as Of September 1, 2011 Maximum Annual Debt Serybew cvlmlated by fiscal mar, on a per ssue basic le the Cwnry m mds to refund u portion of its Capital hnprwemmt and Refunding Revenue Bonds, Series 2003 and a portion of its Capital Improvement and Sab ing Revenue bonds. Series IlbS with pmseds of McSenes 2011 bonds are "PLANOPREFUNDING "herem. Note there is no lien on the Non Ad Valorem Revenues in farce of tits Holders of the Series 2011 Bonds, the emmee of remedies by the holders of the other obigatons heretofore or heeaher emed which are payable from Nan Ad Valorem Revenues may result in the payment of debt service on any mch obligations pnorto the payment of debtre ,,he an the Sew, 2011 bads CERTAINFINANCIALMATfERS Financial and Operating Plan (budget) and Capital Improvement Planning Policy The County a budget is adopted by life Board no later than September 301 of each yeoy and the ee, County's budget has con5stendy received the Govemmmt Finance Officers Association of the United l2exuamnw571 v5.00[a1 M Packet Page -503- 10/25/2011 Item 10.B. States and Cawda ('GFOA') Cermaxate of Achievement for its budget presentations since the County began P,hmypation m the program m 1988. The Cwnty a tics, the folio v.. g p,,mdarea in e,t,bh,m,g the budgetary data reflected in Its hnandul statements: 1. Prior to Cbrom,1 l,the County prepares a proposed operating budget for the subsequent fiscal year. The operating budget includes proposed eryendioures and the means of met ang them. 2. public hearings ... ... sued to obtain taxpayer comments. d Prior toCCbberl', the budget is legally adopted lhrougb passage of a resolution, 4. Formal budgetary integration is employed as a management control desire during the ar for the County funds. 5. Budgets for all County funds are adopted on a basis consistent with generally accepted accounting ptindples. 6 Expenditures may at legally moral Budgeted app,,p,,ton at the fwd level. The County maintains a five-year Capital Improvement Pension which is updated mem"lly m with the adoption of the Budget Proposed pro ss jews are priontid and foods are allocated to Pontius, z cording to their, order of priority. The 5 -year strategic apital plans whch are pan of the policy wordina4 capital needs sod R,,mpact of Moz capital needs on operedng Budges. Financial Reporting and Annual Audit The GFOA has awarded a Certificate of Achievement for It ... piano m Fwudal Reporting to the purely for Its comprehensive annual Mwdal report ('CAFR') in each year since the County began pmbol,mw in me program in 1986. Florida has requires that an annual audit of each county's accounts and records he completed by a firm of mdepmdmt continued public accountant, retained and paid for by suds cowN. Earn and Young Performed the audit for the fiscal year ended September Mr 201D. the audited financial statements for the final vest Added September V, 2010 appear as APPENDIX C attached hereto. General Fund and Unincorporated Area Municipal Services Taring District Fund The General Fund and fie Unincorporated Area Mumay al Services Taxing Dialed Fund are the general aperture funds of the Cwnty_ 96ey account for all fmannot rewires, e,bly for those required to be accounted for in arty other fund. The larger source of revenue in these funds are ad valorem taxation. Ad solution taxes have not been pledged to serum the Series 2011 Bonds which means that the County cannot be compelled to levy ad wherein taxes In order to pay debt service on the Series 5011 Bands. Reserves deposited in the General Fond and the Unincorporated Area Municipal Services Taxi.6 District Fed do not directly cmrespted to the Non-Ad Valorem Revemos, from wMtlr debt service on the Series 2011 Bonds Is payable as some General Fund Revenues and MSID Revenus, are not legally available to pay debt service on the mines 2011 Bonds. Operations are removed from me General Fund i-.. and the Uni mr,ear ated Area Municipal Services Taring District Fund only is m they are deemed to he are solutions, opem him, . IEwsliwLmsntr.occ . al 29 Packet Page -504- 10/25/2011 Item 10.B. Although the Same 2011 Bonds one at payable from ad valorem taxation, approximately 99x6% of General Fwd Revenues and METD Revenues which are collected by the County some from ad valorem tarns. To the extent that the fumre collection of ad valorem tax revenues ce adveraely affected, a larger Fabian of nomad valore ng m revees would be mmi ed to balance the budget and provide for the payment of services and programs which are for viscount public porpoises affecting me health, safety and welfare of me inhabitants of the Cowty or which are mandated by applicable law_ The following chart shows information regarding the General Fund and the Unincnrpomted Area Municipal Services Taxing District Fund (nm Capital Project, Funds and no other Incas In the Special Revenue Funds are Included In the chart) for the County 's fiw I your even; September M, 2D05 through and Including September 30, 2010 (neither Impact Fee proceeds or associated e,pendmne are included in such bran). [Remainder of page intentionally left black) 12wecive W571 275 Ott'.al 28 Packet Page -505- 10/25/2011 Item 10.B. E _ O O� E y3 Packet Page 505 P and nip 2 C4. Zu r¢ �Z2 „$ u uUZ _ o w E _ O O� E y3 Packet Page 505 P 10/25/2011 Item 10.13. Packet Page 507 \ \ \\ \< ] \\\ - \ \ \ \ \< { Packet Page 507 10/25/2011 Item 10.13. calorie me table above is at ordedcd to repre6ent revenues of me Couaty whol, would necessarily be available to pay debt service on tM Series 2011 Bonds, Rev are an indication of the relative amounts of legally available non ad valorem revenues of the Choice which may be available for the payment of iummel of and interest on the Series 2011 Bonds taking into account general gummmmtal expenditures. The ability of the County to appropriate NcmAd Valorem Revenues In sufficient amounts to pay the principal of and the Interest on the Series 2011 Bonds Is subject to a variety of factors, including fire County s responsibility to provide for the payment of sectors and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law and Me obligation of the County to have a balanced budget No representation is being made by the County that any panimlar non ad valorem revenue wurre will he available in furore years, or if available, x,It be bodgeted to pay debt service m fire Series 2011 Bonds. Continued consistent month of Non -Ad Valorem Revenues is dependent upon a nety of factors, including formulas specified under Florida law for the disMbutlon of certain of such funds which take into consideration the ratite of residents in unincorporated areas of the CCwq to total County ondcht5 Aggressive annexation policies by maniobduns in the Comfy or greater growth in the incorporated areas of the County as compared to unincorporated areas could have an adverse effect on certain nomad valorem revenues. The amounts and availability of any of the NhmAd Valorem Revenues to me County are also srlrym to change, including reduction or fluorination by change of Stale law or Adages in the facts or circumstances according to which certain of the Non -Ad Valorem Revenues are allocated. In addition, fire amount of retire, of the NCn -Ad Valorem Resource collected by the County is directly related to the general economy of the County Accon ingly, adverse emnomm conditions conic have a material adverse effect on the amount of non -ad valorem revenues m1J,,md by me County=. no County may also specifically pledge certain of the Son Ad Valorem Revenues or covenant to budget and appropriate legally available d vmo of the Cowry to fun Br obligations at it N the case of a specific pledge, su a re ch Non Ad Valorem Revenues would A, required] to be applied to such obligations prior to paying the principal of disinherited on the Series 2011 Bonds. Clasfiificatio, of Local Guardroom Impenditure6 The County drones its expenditures in arbitration md, the Uniform Accounting System deviated by the FENS. General gp uamment eryendiNres masse from operations of legislated boAOel and mu irvdmfive recruits of the local government These costs are related to operations of the Board, the County Mmegei s office, mmpoehmsAe planning [bander operations, legal expenses, rwrt ensure and other general government services. Public safety expenditures reFlett all casts provided to achieve a satisfactory living environment for the comminute and is ctimns which include npendinres for the Cmwty's gbe, f and fire department operations, as well as emergency &ssner relief services and protective Inspections. Physical en con mml expenditures relate to the County a conservation and natural resource management efforts. T ... preAhm eNecdinre6 generally reFlett the cost, of roads, bridges and sneers. 1264 /mboo7lv3.1Xocv0 31 Packet Page 508- 10/25/2011 Item 10.B. Economic en mesh apendiures include the co ms of preventing evernmem development urg houzing components and related p eagamz, and other activities Intended to raise the economic status of the elegance Haven scracts expenditures reflect the (unnty'a indicates related to tie care treatment and control of mental and revealed illness and similar concerns. Culture and resource expenditures include the County's roes of operating packs and muco on fachmes and of offering special events, mlmal services and programs and similar growers. Capital outlay expenditures Include experiments which noultin the e,qui52oa of, or additoo to, fixed assets such asbuildings, land and roads Debt coam ,denenmres are uzed m account for principal and onteregot payments on local government debt RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS Florida Retirement System Genera The Phenomena relating to the Florida Broadcast System ( "FRS') contained beMn has Wen obtained /, 6 o the FRS Annual Repmrs anotable at ante mrvnyfloridamm had the Fhnida Comprehensive Airman Finm¢ial ReporRVamlabloathl (Op /wunu.myflondv4a.mm /retie /stntevidefinm¢ial reymFmg- A'o ryregentalian made by the County as to the acemeary or dropping of such in rmaron or Phil there Ms not been any mooren mrese d,gerem mdmfommum treasurer h nm date ofzud brlhmmlwn. Substantially all NID and pan time employees of the County ore eligible to participate in the FRS. The FRS was created in Chapter 121, Florida Staetev to Provide a defined benefit pension plan for phnumafing pubbc employers. The Florida Stale Board of Adminatranon (BRA) manages the ITS The SBA is surround by a three- member Board of Tmsees which chances Florida s elected governor, chef finial cover and attorney general, women fimcnon or rm mu mm, tr and overcome, respectively. FEE membership is required for aB employees tfWng a regularly established position in a state agenry, my agency, -date hniversi y, state communing college, or district school board. Cities, niapatitles, special districts, charter schools and mrospeGtan plammrg mgniranns have the option of Iewncl sang ur the PRS however pertdpmohis havo,,ble after me entity rising to participate. The PRS Is correctly comprised of 996 participating employers, including 55 state agencies, 396 oty agDgcvA 67 distdm school boards, 29 mmmlssnty colleges, 182 ones, 131 special districts, i hospitals and 12 other agar es. As of ]one 30, 2010, the FRB had 1,080,69 total members, including 3@,918 retirees and bemBaades (excluding ludyal revenue and teachers retirement senem so hr benefit), 8 5,756 parhnatrd vested partopanso 33ST/ DROP (as herei enter darned) panidpants, 47,386 active vested meme, and 17,961 nonce nn.c.ested panidpams. These members are categodud into five classes of rearmament (1) Sector Management Service Class ("SMBC') members which include sere 'rs' management level posltwnsn state and local governments and assistant state an unpow pmicreas and 1250gdwfN5767500C41 32 Packet Page -509- 10/25/2011 Item 10.B. public defenders, (2) Special Fisk Class sent& includes PoaWow such as law enforcement ounces firefighters, Perpetrated officers, emergency medlar, tedmoms and paramedics (3) Special Risk Administrates, Support Class which include non - special risk law enforcement flrWglrting, emergency medial cam or rrectioml substantiative support pD4tions within a FRS special riskemploying agency, (4) Elected Officers Class (POC') whoh,u ndesmembers who a,, elmed state and dry officers and me elected offirers of etiesand special districts that choose to place their remarks in this class; and (5) Regular Ciawmem tars includesmarm rs that do not qualify nonmembership in the often classes. For those members who enrolled in Me FRS defined benefit plan (tM -PRS Plan') prior to July 1, Shy, benefits under me FRS Plan vest after fix years of opened for all membership classes. Regular Class, SMSC and EOC members are eligible for normal retirement with six or more years of creditable star ms, and an age 63 or nigh,,, m 3 years of creditable service regardless of age. Special Risk Class and Special R,W Administrative Support Class members are eligible for normal retirement with me in more years of special risk class service and an age 5, or high,,, m 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 .mince including special risk senior me retirement age drops to age 52. WIthOUt at least six years of Special Risk Class service, embers of the Special Risk Administrative Support Class must men file recreation regoiremmts of the Regular Class Regardless of class, a memloar may take early retirement any time aft,, vesting with,, 20 years of normal retirement age; however, Mere is a five percent benefit redaction for each year prior to normal retirement age The State Commitment prohibits im,. sing fact without concurrently providing for Rending theme ..... nn o sound seasonal basis. The Stare Lymbmre passed and the Governor signed Senate Big 21M ( SB21UC ) dwingits 2011 after session . Sit 21W has made a number of dumm, replan, only to members mmMag 1st the FRS Plan aft, July 1, 2011, including , (1) dsmoi, calculation Me vesting reg a avers boar sex years he eight years, (2) changing the av,,age final rompenmrs o lary, a from Me average of the five highest fiscal Jeer¢ of rotary r, the eight Ma Management Oscar years of salary, and (3) Special Ri the worts, retirement rt Caere for (a) care 65 wSenior Management icevi, 3 Elected f serer and Specs, Risk AdmW) Speci Supportss to cap of care it with eight years of Special k C1, years of service or 3 m can of of age, and (b) ass Special sconce to cap of age, , or age years of Special co Class service, or FO years of Seal Risk Clasvice. regardless t ogee or age in with 30 yeses of combined import the Risk class service and military service. At Me presevf time, get unmrtaiailow se ilea will impact the cnnmy e finances The FES Plan almistn its benefits on the basis of age average final compensation, creditable years of venom and school value by membership class Members are akn R,gihle for in- hneroY+ duty or regular durability and survivors benefit, Fursuanl to SB 2100, there are no FES Pan cost of living adrysments earned in and aforluly 1, 2011. However, there will be a reduced cost of living adjustment if member's treatment or DROP pau mph,m, date is on or after August 1, 2011. Subject to provisions of Section 121091, Florida Seems, the Defined Retirement Option Program (the' DROP') permits employees eligible for normal retirement under Me IRS to dear mu,pt of monthly bm,to payments white continuing employment with an PRS employer. An employee may participate in the DROP for a period not m exceed W months while the member's benefits accumulate in Me IRS Tenn Food. For dove member, who entered DROP prior to July 1, 2011, mute members benefits wit earn mouth) nave# at an equivalent annual rate of 65 ^. For those member who entered DROP an and after Rhy1, 2011, the annual interest,, ate shall equal l 3 % per year. Authorized manictional mommid may participate in Me DROP fee up to 96 months. During Me pound of DROP participation, deferred monthly benefits are held in the FRS Trust Fwd and accrue interest As of June 30, 2010, the FRS Trust f1vocappi cry DOtv31 33 Packet Page 510 10/25/2011 Item 10.B. Fund projected 52,331,169,940 an accumulated benefits and interest for 33,57 current and ones DROP participants. The FRS is cshmmg multiple ,employer pmahe,cmployee retirement system with two primary plane The Department of Management Services, Dlvigo, of Refirmtent administers the FRS Plan and the SBA invests the assets of me FRS Plan held in the FRS Trust Fond. Administration costs of the FRS Plan are funded through investment eaminga of the FRS Trust Fund. Reporting of the FRS is on the accrual basis of screening. Revenues are remgniaed when earned and expenses arc recognized when the obMymHOn is hmpared The SBA administers the Public Employee Optional Retirement Program (the "FRS Investment Plan'), an alternative Fecund mnmbutum plan available to all FRS members. Retirement benefits are based upon the value of the members account opm retirement Regardless of membership draw FRS Investment Plan contributions vest alter one year of se'vu'e If, member elects to transfer amounts from the FRS Plan to that members the FRS Investment Plan aunuti, the member must meet the six -year vesting rescindment for any such transferred funds and associated earnings 11pe FRS Investment Plan Is funded by employer mumbimme that are based on salap,. Contributions are directed to individual tuber acm unto and the individual members allocate contributions and account beaches among vanous approved Investment choices AdmtrASation costs of the FRS Investment Plan are funded through a 0.D5 %employer contnbutian 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 benehe and may elect to surrender their accoom balance to the FRS Trust Fund to receive guaranteed monthly benefits under the FRS Plan, or members may keep than account balance to fund dunce rornament nepJ5 in lieu of guaranteed monthly named payments. The society, may rollin vested funds to another pointed plan, snucNre a perioAc payment under die FRS Investment Plan receiveaIump sum &stdbutlon or leave the funds Invested forkdm'edi, ibutioa [Remainder of page intentionally left blankl 2MeM9add2f5L(CWI 34 Packet Page -511- 1025/2011 Item 10.B. ^ Participating employers umut comply with the statutory, contribution requirements. Section 121031j3y Noun, Stam[es, requires a annual a madal valuation of five FRS Plan. Employer completion rates arc based on a level percentage of No else and are determin l using the entry -age vocational cost method. Turnhout to Se And, beglmting on July 1, 2011, all FRS Non and Fle Investment Plan members (except those in DROP) are required to territory, 3% on a pre -tax basis. The County is ,No ... d in contribute to the FRS an amount recoil to a variable Percentage of each employee s Africa, where the percentage Is based upon he employee 'a statutory classification. The statutory classifications and Percentages that affect the County beginning on July 1, 2011 are as follows percent of Grass Snlary Clam or Plan Ems Emoven1, Regular 300% 4,91% Special Risk 303 14.10 Elected Leficals 3.00 ILA Deferred Retirement Optwn Program 0.00 4.42 Senior Management 300 627 n, In kiduon to the statutory coca from requved by Achu, 121,91, Florida Strauss, the County 's contribution percentages also take into account a 0.03% administrative fee (does not apply to DROP), an educational expenu fee and 111 %retirce health Insurance subsidy fee and a required employer contribution to address UAL of 0.49% for the mentor employees, 275% for Special risk employeey, 073% for the elected offifials and 032% for the servo. management 'aRloyees. ^ Swnce Ashen 121 T, Florida Statutes. The chart balm, shoes the annual required contribution (the "ARC) by all pmnotho n8 employers to the FRS and the percentage of such trombones, to the ARC: Schedule of Employer Contributions for the Florida Rehremenp System Annual Fiscal State Non State Employee Total Required Percentage ygp Cov (bun ns Cnmbun Contributions') Contributions", Conmlunon m Contntt td 200 8519,531 11,549700 $30,556 $2097,,787 g2,141862 9794% 2086 530,490 1,781,878 30 ,723 2351,099 2,193,920 109.16 2Ni9 6'1.3,5 2,366,330 28112 3,065,298 2455,255 12489 2008 N12.483 2,520,215 91 31 2,612,672 1590 2009 678,777 2555,630 138264 3,373,671 p5eld 54 133-04 Moo 687,192 240,528 23,416 3,174,196 2949324 12970 000 ma nt dollar amounts - Imink ryaubfect to change. So.... The Florida Retirement System, Pension Plan & Other State- Adminfstered Six stems, Annual Report: July 1, 2009— June 3o,2010- 256somaryImcc V,Q 33 Packet Page -512 - 10/25/2011 Item 10.B. Any unfunded actuarial seemed harshly ( UAAL') is required to be amortized within 3o years. ^ Section 121 biltiiily Florida Samos, provides that any surplus amounts available to offer most mnem arrive costs are to be amotllud over a 10 -year rating period on a level dollar basis Generally, the UAAL estimates on the basis of demographic and economic assumptions, the precut value of pension benefits that employers owe to their Pence and retired members based on past years of re. The apparel voice of assets Is the value of cash, Investments and odrer property belonging to the FRS Plan using a five year smoothing method that smoothes the difference between the market value of assets and the seasonal voice of the phi assets over a five year period to prevent short term ]Corrections that may result from bracket or emnomim mmditiens. The actuarial valuations also compare the m1m,al accrued liability x,th the actuarial value of assets for me employees and any excess of that liability over the assets forms an OAAL, The acpanol vahmmm, also e,pmss the percentages that the pension plans are funded though a " funded ratio which represents the acoustic obtained by dividing me actuarial voice of assets of the Fannie 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 $109.25 ratio. Such funds are served to provide for mail mnmt and fumes benefits, re(wds and administration of the PRE Plan. The FEE Trust Fund assets are invested by Me SBA. The assumed rake of svesnnent repro far the 2009 2010 fiscal year was 275K, with the actual repro calculated on the basis of fair value which was 14,03 %. As of June M, 2020, the FRS Treat Fund was vstood at $109.34 billion and invested In the classes and mpr ... more percentages as follows'. Domestic Equities ,396% Foreign hhumes 189 ^ Fiscal Income 285 High Yield 24 Real Estate 64 Alternative Interments 4.1 crummy Investments 41 Cash 04 bounce The ounce Retirement System, Pension Plan S, Other Staff Administered Systems, Annual Report July 1, 2009— June30, 2010. 7a, chart below shows the funding progress for the FRS which precmts multiyear trend Information about whether the actuarial value of plan assets are increasing or decreasing over ume relative to the arm arid amued liability for beneAe l25a4wyyo7127mmc 36 Packet Page 513- 10125/2011 Item 10.B. Sclormle of Funding Progress for the Honda Retirement System Market Value of Assets Amorol ARnarlal Accmnd UObltlty UAAL Aa Acluanal Accmed Unfunded []m (y %of Aam,nd Value Il aptly (AAL) DR, Funded Covered Covered caluanon of Asset, Sure Age (VAAL) Ratio Payroll Payroll Llate 12122 LL fi "_' laml fcL "'I R V, 7 /1105 3111539,818 $103923,948 $(7,614,380) 10733% $AylRg938 (31Ro% 1/1A6 111,159,615 110977,831 (6.181 ,784) 10551 25,327,922 (2441) 7 /1707 123,584,104 118,810,513 (6,914,191) 105,65 26,30,768 (2i45) 711706 130,80,347 124081,214 (6,633,333) 105,33 26,891.340 (2467) 7/lMa 118,764,692 136,37,597 l9,(r10,905 87.09 26,57;,196 6627 7/1/10 120,929,666 139,82,371 18,722 711 8659 25,763,362 7267 - 000 omitted dolls amounts. - Payrollmeltdes DROP payroll. A, yo,tedm July 1, 2009 actuanal valmdonrepeat, pnm tovnpact of House kill 479(2009). Somw The Floods Retirement System, P,mmn Plan & Other SmtcAdmunrtered Systems, Amour] Report July 1, 2006— Rate 30, 7ID0- Market Value of Assets "1 000 omitted dollar amounts. Source: no Florida Retrement System, Pension Plan & Other State Administered Systems, Annual Report July 1,20M —hne 30, 2010_ 25194utRR12TiIXOCv41 37 Packet Page -514- Marko Valoeof ARnarlal Accmnd UObltlty Assets (AAL)- EmryAge Funded Ratio( %) karat Year []m (y ("@) 2005 $109,875106 3103,925,948 105.72% 20M 1181354931 110,977,031 10665 2007 136,250,545 118,870,313 11465 2008 126,936,897 124,087,214 10230 Mly) 99579.208 136,375,597 73-02 2010 109,344,318 139,652371 7830 "1 000 omitted dollar amounts. Source: no Florida Retrement System, Pension Plan & Other State Administered Systems, Annual Report July 1,20M —hne 30, 2010_ 25194utRR12TiIXOCv41 37 Packet Page -514- 10/25/2011 Item 10. B. (25tv4/m91W91i7a.00CN1 30 Packet Page -515- Summary of Accounts and Unfunded Atluvial Liabilities ^ M tho Florida Reprentmd System Annualized Unfunded Acuranal Actundal Acmarial Payroll Unarm Valuation A¢mN Valuation Pending Ratio Liability (Active Aemerial Dare Lub,hmA Asm9n AssessUalnTties) ItAllm Membe,01 I-o6,tvToym Mein $109919,043 $117,159,615 107% ($7,690.512) $25,32,922 PA %) . 9/IN7 117,359,395 123.584,704 107 (8,221,329) 26,385,9613 (31) 711M 122,532,299 130.MD,547 107 (8,180,24$) 26,991,390 (30) 711/09 131,201,076 118,769,692 89 15,i39d04 26,573]96 50 7/1 /10 137,635,012 120,929,666 88 16,705,346 25,765,362 65 u 000 Omitted in dollar ammms Source : no Florida Retirement System, Pensiov Plan & OIM1er State Admmisrered Systems, Annual Repomldy 1, 2oo9— June ap, 2010. The )contortion presented in the if a,h,d,l,s was determined as part of the mmml valuations performed at dates indicated. Addldonal mfumation as of the latest actuarial wa vance is as follows. Flonda Retirement System Assumptions ^ Valuation date July 1,N10 Am, ... I ms method Entry Age Normal j Ammumom method Level Percentage of Pay, Open Equivalent Single amoniwtlon period' 30 y.... Asset v,lual meteod ar Smoothed NethW Aelu oral assumptions: Investment rate of return 775A ho)etled salarymcrenseea 3.85% Includes Inflation at 300% Cost of- living adjustments 300% Used for GASE Statement 27 reporting purposes. 11 Incudes individual slaty growth of 400% plus an agugraded anent s,ale defined by general and employment class. Solace Else Amid, Retirement System, Pension Plan & Other State-Adnunistered Systems, Annual Report July 1, 2009 —June 30, 2010. (25tv4/m91W91i7a.00CN1 30 Packet Page -515- 10/2512011 Item 10.13. The chart below shows the ARC by the County to the FRS and the percentage of such conmbubon to the ARC for the past six fiscal years: Schedule of County Contributions to the Florida Retirement System Year Ended 30 Annual Entered percentage September 2005 S4lltrucat on $18,365,954 Contributed If ZW6 22,0941041 100 2109 29,307,049 100 sued 28,209,276 100 2009 28,052,665 IDO 2010 30,811,862 100 Source: Collier County, Florida Comprehensive Annual Financial Reports for the Fiscal Years ended Septamber30 Nor through and Including 2010. Litigation Relating to Sa 2100 Although us further action n required on the part of the Florida Legislature or implement the amendments in SP 21 W, m June 20, 2011, the Florida Education Association and the Mira eenevolmt Assodafio a )Dined by the Florida Public Services Union, a chapter of the Service Fmployres Intemadonal Union and Perot Local 385, Eled a lawsuit in Cormt Court in Tallahassee, house attempting to block SB 21M The lawsuit alleges that the Florida Legislature managed oa the contactual rights of public employees by asking them to contribute three percent l3 %) of their salaries to then, pension plans. Additionally, Teamsters Lord 79 has also Bled a law ri t alleging met the contribution requirement for employees Is mccommutional, impairing the mllecbve bargaining agreement between the Citrus County School Board and then mlves_ At this fimg r Is uncertain what the outcome of thew law'smt, will be ¢std what cited they will have on SB 2106 amendments, If any. County OPEB Gomm In accordance with Section 1120801, Florida Stamps, the County provides pun retirement health ,me to all employees who re0re from the employ of the County. This Is administered is a single employer defined benefit healthcare plan (the Poorly Plan -). In most ases, the retiree pays 100% of the premium cost hr the moose to participate m ate in the County's command program. As a role, the m# of health care increases with age. Thus age adjusted healthcare premiums for active employee, a orally be expeced to be less than age-adlmted premiums for retirees. When a single premium is established for both active employees and re e, the benefits from a lower perform Governmental Accounting Standards Board( EASE') SRhment No 45 describes such an arrangement as imphor are subsidy and mandates that any retiree savings be treated as Other Post Employment parents (CITE') even though the employer makes no Payments directly on behalf of repress 'the County Plan provides healthcare benefits including medial mvemge, prescription dmg bm,fitc. vition re, dental ore and life misno nce coverege to both active and eligible retired employers. Eligibility for participation in the Couny Plan is limited to hrll time emPlovees of the County, employees who are 2xAyxxuAAA1.oOCal 39 Packet Page 516 10/25/2011 Item 10.13. third pmfidpants In de County Plan at the time of reirement, who retire and are either vested with the Florida Retirement System ( "FFS), are vesd in the FRS and are age 62, have 30 years of profitable re before age 62, n meet alternative crteria if disabled or ember of a Special Risk Class. Surviving spouses or dependents of participating retirees may continue By the County Plan if eligibility critena spen(ic to those classes are met In an open aearon, the County approves the County Plan rates for the enrollment period and may amend the County Plan ui , changes to the bmefin, premiums and/or levels of participant contribution at any time In addition the Board fifers an OPBB option that subsldlus the cost of health care for Its retirees who have at I®rt 60% of eligible warned sick leave remaining at the time of etirement and have completed 15 years of continuous seMce with the Board In add rimy Ne retiree must retire from the County, be at leant 551ears of age Or have completed 3o years of advance under he FRS and be eligible to receive an FRS benefit with no breaker 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% life cost of health can for employees even 10 years of semce, between the ages of 54 and 64 and who exchange NO hours of sack leave at retirement. However, such plan does narssue stator to finandal report . In 2010, Board employees meeting certain eligibility rhi imvid, were offered ac Voluntary Separation Th tion Incentive Program ( "VSIP "). e requirement, far eligibility were than me employee had to be suable to done wulamn penalty under FRS. Eligible employees had three worry under VSIP. Option I Medical and dental coverage for a pedal of three years, with employee enrollment in the plans as of the date the elMion h made. If the employee has waived coverage, the employee will be enrolled in the S5011 deductible medical plan and basic dental plan at the single coverage Iec l The Board will cover costs Including both the employer and employee portions of the medical and dental premiums during the coverage period. Option 2. Employee receives a cash moontive In lieu of three years of medical and dental bebus The employee will remove a ash payment egrdvalmt to 3e% of the averagevalus of Ihree years medical and dental plan premiums, less applicable payroll taxes Citrus, 3, Employee receives medical and death benefits until they reach age 63 with ash incentive for emaining months under he plan. Tne employee is enrolled m the plans as of the date the election is made If me employee has waived coverage, the employee will be enrolled In the $500 deductible medical plan and boom dental plan at the single coverage level. The Board will rover costs including from the employer and employee potters of Ne medical and dmtl premiums duciug the cwemge Peiod. As of the first of the month following the date when an employee reaches age 65, the employee will be critical to receive a onetime won payment equivalent to SB% of the average monthly value of the medial and dental plan provinces, less applicable payroll taxes, for the remaining months in which the employee is eligible to participate underthe plan. At September 30, 2020, the date of the latest actuarial valuaboa County Plan pammom n consisted of 2xmw0y 7A7xDDCWI 40 Packet Page -511- 10/25/2011 Item 10.B. �. Freitag Put, The County has not authors d a Qualifying Trust or Agency Fund for Its OPEB tensile The County does, however, have the authoury to establish and amend a funding PoBry. For the fisml year ended September 30, 2010, the County comnlnted $719,310 to the County Plan. Amaud OPFR Cost Nef OPIC Cede an ged Amcued Accumal Loosely Amr The County 's annual cost (expense) for OPPB a dmlated baud on the AMUaI Required Contnbotlon ('ARC) an amount actual deffim tai in accommixt with CASE Statement No 4, The ARC pry,... W5 a level of Exact Nat, if paid m on ongoing Teas, Is protected to cover car mm el cost ouch year end amortere any contended actuarial liability over a period net to sound 3o yeme As of the September 30, 2010 wtu nil .d ation date, the Court net OPEB obligation was 525d,733 and its unfunded accrued attuarial Falrihty(eAAV) was $I DrU ion, all of which was unfunded The covered match warned payroll of active employees covered by the Comedy Plan) was $159.3 million, and the she of the tenfmded actradal amued liability to covered Period was 3 TA Slightly OPEB Control The Shamf offers mOPEE plan that sonorities the best of health cam for Its retirees who have six years of medicable service with the Sheriff and who remve o monthly retirement benefit from else FRS (the "Sheriff Plan"). Use Sheriff is Additionally, ivs app in or SO% for tingle coverage and lore for family Wage for loy es whindtiri and i effix minaceordenr benefits Forchut FEE h ve rise Statutes, of paying employees who o .. and immediamh begin receiving benches from the FRS have rise opdmve employees premiums a ronnme in Me coma aS Publicly iputerancs glan ce re same gmtep rate as for active employees IT, Sheriff Plan dots mtssspea pubadymaloble finanool [epott. to 2010, employees meefing rerlaln eligibility wommmems were offered on Early Voluntary mm m on Pme om. Eligibility democracies were that the employee had to be eligible to refire without penalty trader FRS or have 20 years of service with me Sheriff a Office, have a specified base salary and meet the requirements for retirement in good sending. In addition, employees who met me eligibility requirements prior to May V, 2010 and retire no later than September 34 2010, Eligible employees had me following options: Curb, l: Medial coverage for a period of three years at no more than the mment m.emgo, level. If me employee had waived coverage, he /she world be eligible fee Sngle coverage Optim2 A combination 06naumnre coverage and a ash payment. I256sixam WWl2)sm)i 91 Packet Page 518 Comoro (Rom Active County Plan Participants 2,261 Retirees and Beneficiaries Receiving Benefits 118 Total Membersbtp 2,399 Freitag Put, The County has not authors d a Qualifying Trust or Agency Fund for Its OPEB tensile The County does, however, have the authoury to establish and amend a funding PoBry. For the fisml year ended September 30, 2010, the County comnlnted $719,310 to the County Plan. Amaud OPFR Cost Nef OPIC Cede an ged Amcued Accumal Loosely Amr The County 's annual cost (expense) for OPPB a dmlated baud on the AMUaI Required Contnbotlon ('ARC) an amount actual deffim tai in accommixt with CASE Statement No 4, The ARC pry,... W5 a level of Exact Nat, if paid m on ongoing Teas, Is protected to cover car mm el cost ouch year end amortere any contended actuarial liability over a period net to sound 3o yeme As of the September 30, 2010 wtu nil .d ation date, the Court net OPEB obligation was 525d,733 and its unfunded accrued attuarial Falrihty(eAAV) was $I DrU ion, all of which was unfunded The covered match warned payroll of active employees covered by the Comedy Plan) was $159.3 million, and the she of the tenfmded actradal amued liability to covered Period was 3 TA Slightly OPEB Control The Shamf offers mOPEE plan that sonorities the best of health cam for Its retirees who have six years of medicable service with the Sheriff and who remve o monthly retirement benefit from else FRS (the "Sheriff Plan"). Use Sheriff is Additionally, ivs app in or SO% for tingle coverage and lore for family Wage for loy es whindtiri and i effix minaceordenr benefits Forchut FEE h ve rise Statutes, of paying employees who o .. and immediamh begin receiving benches from the FRS have rise opdmve employees premiums a ronnme in Me coma aS Publicly iputerancs glan ce re same gmtep rate as for active employees IT, Sheriff Plan dots mtssspea pubadymaloble finanool [epott. to 2010, employees meefing rerlaln eligibility wommmems were offered on Early Voluntary mm m on Pme om. Eligibility democracies were that the employee had to be eligible to refire without penalty trader FRS or have 20 years of service with me Sheriff a Office, have a specified base salary and meet the requirements for retirement in good sending. In addition, employees who met me eligibility requirements prior to May V, 2010 and retire no later than September 34 2010, Eligible employees had me following options: Curb, l: Medial coverage for a period of three years at no more than the mment m.emgo, level. If me employee had waived coverage, he /she world be eligible fee Sngle coverage Optim2 A combination 06naumnre coverage and a ash payment. I256sixam WWl2)sm)i 91 Packet Page 518 10/25/2011 Item 10.B. Fmplosee could then supplement with the conversion of 100% of accumulated seek lemre to ^ additional coverage beyond the three y ®r period. At September 30, 2010, the date of the latest a,manal valuation, Shenfl Plan participation consisted Of Scroll Sheriff Plan p1mc,pams LISP Retirees Receirdng Benefits 99 Total Memum5hp, 1,287 Trading Police The Sheriff has the a thonN to establish and amend funding policy . For the year ended September 30, 2010, the 51enff,, bored$98C7 J to the Sheriff Ha, No owtor agency Led ha b en established for the Sheriff Pill. Annual nPEF (Asi and OPER nehourni lfie anmssl cot of the Sheriff Plan 9s calculated based on the ARC, an amount achmarrally determined in .. curve, with the par of GASB Statement No. 45. The ARC repre alevel of funding that it paid on in o,oing basis, is projected to cover the normal cost each year and amortize any unfunded actuarial tlability over a period not to soared 30 years ^ 'ITe contributions made for the 2010 fiscal year were 91% of the animal ORES cost Information far the Iwo parading fiscal yeaa knot available ; GASB Statement No 45 was Implemented this fiscal year. As of September 30, 2009 actuarial valuation date, the Sheriff Plau was 0% funded, the actuarial cooed notably for beeefin was $14,191,Md. and me actuarial value of assts was $o, resulting in an UAAI, of 514,171,709. As of the September 3T 2010 a rmanal valuation data the Solid Plan was 00% funded, the aRUadal accrued liability benefits was $12,14 80#; and the actuarial value of assets was $0, resulting in a TAAL of $12,148,633. The covered payroll (esmual payroll of active employees covered by the Sheriff Plan) was $117.9 uniform and the one of the CAAL to the covered payroll was 103 %. FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM During recent years, various legislative proposals and constitutional amendments aclafing to ad valorem taxation and revenue limitation have base i troducetl in the State. Many of these proposals sought to provide for new or Increased exempfimcrto ad valorem taxation, limit the amount of noenues That local governments could generate or otherwise restrict the ability of local governments M me State to levy ad valorem taxes at weeem, hlrtnrid levels There can be no assurance that smiler or additional legislative or other proposals all not L introduced or enacted in the hum, that would, or might apply to, or have a material adverse effect p,, the County or either of Its finances 4venl Constitutional and Leglstadve amendments affecting ad valorem faxes nave been approved by voters in the p,d mduding the following'. 1sceel iW571x2i1%tCNI 42 Packet Page -519- 10/25/2011 Item 10.B. ^ Save Chm Home, Amendment. By voter referm mm held on November 3, 1992, Article VII, Section 4 of the State Cometutlon was amended by adding thereto a subsection whitly in effect, limits the Diameter, in ssesced just value of homestead pmperry to She lesser of (1) tba percent of the assessment for the prior year or (2) the percentage change In the Consumer Price Index for all urban consumers, 11.5 City Average, all items or successor reports for die preceding calendar year as initially reported by the Ihured States Department of Labor, Bureau of Lalwr Stations. Further, the amendment provides that(1)no assessment shall exceed just value, (2) after any change of ownership of homestead property or upon rerminment of homestead status such property shall be ,assessed at just value as of ]anmry i of Be year following the year of sale or change of trims, (3) new homestead property shall be assessed at just vain as of January 1 of the year following the establishment of the homestead, and (4) changes, 'Somalia, reductions or improvements to homestead shall intially M assessed as provided for by general law, and thereafter as provided m the amendment. The amendment is known as the Save Our Homes' amendment The effective date of me amendment was January 5, land and, pursuant to a ruling by he Supreme Court of the State, it began to affect homestead property valuations commencing January 1, 1995, with 19% assessed values being the base year fee determining compliance mortamong on Sar, Revenue Amendm In the 1994 general election, Star, approved an amendment to the Bete Constitution which iscmmoNy referred to as me -Lim on On Sate Revenues Amendment" Tms amendment provides that cote revenues collected for any fiscal year shall be limited to state revenues allowed whder the amendment for the prior Dart year plus an adjustment for growth. Growth Is defined as an amount equal to the overage anneal rate of growth In State personal Income corer the most rerant twenty quarters moat the state revenues allowed under rive amendment for the prior fiscal year State revenues Imported for any fiscal year in excess of ins limitation are required to be ^ r wfimred to a bodges stabilization fund until the fund reaches the maximum balance specified In the amendment to the Stale Consommore and the rea Box iz,qumed to 4 refnndd to taxpayers as provided On general law. The tindetioa oastme revenues Imposed by the amendment may he increased by the State Legislature, by a swo-thhds vote in each house. The term state revenues; as used in the ammdment means taus, fees, licenses, and charges for services Imposed by the State 140dature on Individuals, businesses, or agencies ,wide state govemmmt However, the teen state mvermes does not includes (1) Sciences that am necessary to meet the requirements act forthm documents authorizing the Issuance of bonds by the Bere; (2) m'M"z that a, used to provide matching funds for the federal Medicaid pmgmm with the exception of the machines used to support the Public Medical A.Saanre 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 Slate lottery rearmed as prizes, (4) receipts of the Honda Humcane Catastrophe Fund; (5) balances turned forward from prior fiscal year, (6) axes, licenses, fees and charges for services imposed by local, regional, or school district governing bodies, or (n memo, from tares, licenses, fees and charges for services required to be Imposed by any amendment or revision to the State Constitution after July 1, 1994 put amendment took effect on January 1, 1 995, and was first applicable to the State fiscal year 1995 -1996. In in 2011 Regular Session, the State Legizlamre enacted SIR AID SIR 959 amends Article VII, Amon I of the State Constitution (w'mdi is me Morkalon on State Revenues Amendment) and creates Article Vp, Section 19 and Am w XIL Section 32 of the State Constihown SIR 958 (1) mplaces the existing state resume Invitation based on State permualm me growth (as des bed above) with a new ue limitation based on dmgess population and Inflation; m requires excess revenues to be depot tedninto the Budget Stadhol on Fund to support public education or rearmed to expay z; (3) 12zsa,mrttw571E75 nm4l 43 Packet Page -520 - 10/25/2011 Item 103. adds fines and reamuez used to pay debt advice on bonds isrved after July 1, 2012 to the sere mixture r. subjectto the Amletlon, (4) authorizes the Sete Legislature to increase the revenue Herdsmen by a supermajorhy vote; and (5) authorizes the state Legislature to place a proposed increase before the voters, which would require approval of ta)% of the voters. ST 958 will be on the ballot in the 2012 Personal election or at an earlier election authorized by law. If approved by face, of the voters, the new state revenue I miunn, 11 be phased In starting in Sere fiscal year 2014 -1015. Overtime the new state revenue limitation is more likely to construct state formula than the otmnt state memos Interfaces, however, the paternal Impact on the County of its finances cannot be ascertained at this time h ace Rollback Leeidatlon. In recent years, the State Legislature ... tested a substantial review and .ef,= of the State's property tax sM1UCNre. During a sp+dal legislative session that ended on June lA 2007, the Stare Legislature adopted Chapter 2007 -321, Laws of Florida, a property tax plan which v significantly impact ad valorem tax collections for State local governments. One component of the adopted legislation required count; uns and spectral detrlcts to mllbad: Nee package rates for the 20094008 final yen to a level that, with certain adjustments and ovreptiov, would generate the some li level of ad valorem tax revenue as in fiscal year 20063007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back page rates were determined after first reducing 20062009 ad valorem tax me ..or by avid to rte percent Acc in pert In addition, the legislation limits how mach the aggregate amount of ad ,,I ... an tax revenues may macaw in future fiscal years. A local government may override artain portions of these mquim, mts by asupeunryoaty, and for certain requirements, a ummmobs vote. The County fell into the 9% ad valorem tax revenue reduction categoy. As a result, the County s General Fund mlllage rate was reduced from 535700 per 82,000 in fiscal year 2006.07 to 831469 per ^ $1,000 in fiscal year 2007 08. The County's general college at, remained the same for the fiscel yea, 2008 -09. While the conenmh,md amendments who& passed on January 29, 2N9 did not impact the County's fiscal year 200708 budget they did have an impact ou the approach the County took to formulate the budget for fiscal year 2008L9 and beyond. On September 23, 2010, the Board adopted a C,, . oral Fund mill,w me of 835615 per 81,000 for fiscal yea, 2010-11 which is equal to the village rote which was adopted by the Board lm the previous two fiscal years. Commm oval Amendments Related to Ad Vol ... m Brem,b,nc On January 29, 2008, In a special election held in conjunction with the State s pm,dential primary, the requisite number of voters approved amendments to the State Constitution connecting artain porticos of a property's assesedd value from portion The follow,egis a brief summary of certain i arbrunt pro v..... concerned in such amendments. 1. Provides for an additional exemption for the assessed value of homestead property between Si0,000 and S75,000, thus deciding the existing homestead exemption for property With an assessed value equal to or greater than 82$000. 2, Formal, courts of homestead property to transfer their' Save con hours; "foment (up to 55001000) to a new homestead property purchased within too years of the sale of them previous homestead property to which ssh benefit applied If the just value of the new homestead Is greater than or is equal to Nejust value of the pier homestead If hire just value of the new hem ,fiedss less than the just value of the prior Mmesmod, then owners of homestead property may farmers, a proportional ,mount of their "Save Our Homes" benefit, such proportional am,mi equaling the just vane of the new homestead divided by theryst value of the prior homestead multiplied by the assessed value of the p,w' L.F9Lrotttp91275 DOCNI 44 Packet Page -521- 10125/2011 Item 10.B. home stead. A, discussed above, me Save Our Homes amendment generally limits annual Increases in ad valorem lax assessments for flow properties with homestead exemptions to the lesser of three brewer (3 %) or the annual rate of myrom. 3. Exempts from ad valorem taxation 525,000 of the assessed value of property mhjrn to tangible personal p .perry tan 4. Limits increases in the assessed value of non home,und property to 10% per mfumt m certain adjustments 9M op on increases world be in erfet for a 10 year period, subject year, extension by an affinnanve vote of electors. Tne amendments we effective far me 2008 tax year (fiscal year 20082009 for meal governments). At thus time, It w mmm ble to estimate with any certainty the level of impact that the constitutional amendmmtz grill have on the County, Set mammon rndd be abstanFal. Over the last few years, the Save Cm form .. ..... smart cap and portability provisions described above have over subject to legal challenge The pundits In such cases have argued that the Save Our Homes assessment rap continuous an unlawful residency requirement far tax benefits on emotionally similar poverty in violation of the equal protection provisoes of the State Cmimm nand the Privileges and Immunities Clause of the Fourteenth Amendment to the humid States Co..wi non The plaintiffs Am argued that the portability Porous, imply extends the myonsNNtionallty of the tax shelters wanted to long -term homeowners by have Our Homes The courts in each case have rejected such mreHtutioaal arguments and upheld Me crosshoufiowHty of such provisions, however, mere w nt assurance that any furore challenges to such provisions will net he successful. Any potential impact tar the County or in (roans., as a result of such challenges cannotbe wreft,,od atths nee. In addition to the legislative acir described above, the co rally mandated Florida leer Tautior and Budget Reform Commission (required .. co m vaned every 20 yews) (the "I82C) ompleted its al Election on April b, 2208 aM plasm envenal is were approved on the November w om General Election ballet. a Poll of such amendments were appoved by the voters of exempt from among ether things, en the homes, m (a) allow the Sate o protect pr p rty for low, d exempt from nscesal installation of of residential homer im source a made to raw,, pmSwd from wind damaoe and ernes of a new u foible energy source device; (b) as zs de phcd working ex mptu[ont properties that t i amentuse rather than conservation b oxen i (c) provide property tux exemption for caul poverty that rte the State used fore to provide flagon t 2010} and, for land not perpetually encumbered, o,tm, repose the State me basis re o. provide tlassficadoa and apessmrnt of land use for rnnservat on purposes solely on the bass of chare ecru or use . Recently Applitygat Constitutional Ammemem, Ribbons to Ad Valorem Taxation. Additionally, dudes its corn pt Giants, the State Legislature passed House Bill do .egial provides air additional days Tdc homestead erempHO for deployed litary phomeow homeowner s exemption equals the percentage it days timing the prior calendar year the na military, iy the homeowner was depleted is as siap of the by the States in mpponmonMary operations designated bythe Legit prom The 2011 A this time, it bythevotes at in, ,m November 2010 General election and took .fled the co 1, ubm At oun time, it it repo ale e mate with any anzinty me levtl of impact that the conatimtional amendment will have on Oc County. 12wwduW5 tvmo[x41 45 Packet Page -522- 10/25/2011 Item 10.B. (Ann Ts,imwiq Affecting Ad Valorem `Location The State Legulatue wrivenea for its 2011 w Regular Session arch 8, 2011. t ymml; this Regular Search, the State Legislature passed planes Join Resolution 381 on ('HIR MI I. Among other things, RJR 381(1) ouMOrtres the State Legislature to prohibit by general law the increase of weessed value for property whose fair market value declined over the prior year, (2) reduces die limllatimi on School mcreasm of no, homestead property from 30 %m 5% (the 5% cap meszts in 2021), and (3) provides ac additional homestead exemption of 30% (is reduced to 0% in five years) of just vaWe of the property for first -time homeowners. The additional homestead exemption for first time commotion does nor apply to school property taxes. Such proposal requires approval by W % of the voters. At pwwnpfl is uncertain If this proposal will he approved by thevoten If approved, the ncla ct of this proposal on the County's finances cannot be accurately ascertained. Them can bas no sentence that similar or additional legislative lar other proposals will not 4 traduced or enacted me future that would, mini apply to, or have a material adverse effect upon. the Cocky or its finances . iRemainder of pag, mumonally left blank] I nw4mvcwA27,3 ,Q 46 Packet Page-523 10/25/2011 Item 10.6. ESTIMATED The proceeds to be recnved from the sale of the Sense 2011 Bonds, together with other legally avallable mor es of the Cmmty, arc eapened to be applied as follows SODRCESOFINNDS'. Par Amount If Faults 2011 Bone Pl,oblemc Net Onginellssne Plus'. Other Legally A,allableA TOTAL SOURCES._ .................. GSES OF FUNDS'. Deposit to Isom, Deposit Fun, Costs of Nananre" ...................... ` To be applied to refund the Refunded Bonds See "PLAN OF REFUNDING herein ,+ Includes uWe,.nit, s remount and legal, finandal adsimry and other fees and expenses. [Rem,,,doof this page Intentionally left blank] sasedsmda i CyXPtl }] Packer Page -520- 10/25/2011 Item 10.B. DEBT SERVICE SCHEUUIE The folloxing table safe fonh the ann al debt service sbNde for the Ynes 2011 Bonds. Year Ending Total (7rmMr1 principal Interest Debt Service $ $ TOTAL IRemaindes of page intactionally left blank] ^ Izy,;amnzrooco<I ae Packet Page -535- 10/25/2011 Item 10. B. 1NVESTMBM'POLICT The moneys held in the Funds and a¢mrms under the Resolution may only be invested in Authorized Investments (as defined in the Resolution). The investment of surplus hands is currently, governed by the provisions of the Courtly s Investment Policy, established by the Board under Section 218, Florida 4tamrea The Boliry authorizes investment of surplus public funds to the permitted mvestmmts described In Section 216115, Florida Statutes Pursuant to a Board r,,,dm on, the Clerk of the Circuit Court (the "Clerk') orbital to the potiry for inveshnent of such surplus hands. Bad my vet policy establishes guidelines as investments the tpe, mammy, composition and risk relating to Ne Cowry reinvestment portfolio. Permitted investments purivam to such investment policy include me following: 1. Fiends Lee,] Government Surplus Boost Fund (State Board of Admiral( SBA )I; 1. US Government Seventies sell Obligations; 3. US Federal Agencies- Backed by Fell Faith and Credit of US Government 1. US Federal Instrumentalities US Federal Agency Securities Not Backed by Full Fafm and Credit of US Government, except for Student Loan Marketing Association, i Cndficares of Deposit Collateralzed with GS Government Seventies or Federal Agencies; 6. Repurchase Agreements ]. Fixed Income Mutual Funds - Collateralized with US Government 5ummes or Federal Agencies; 6 Domes Bankers Acceptances - Rated "AA" or higher, mdmventory based; 9. Prime Commercial Paper- Rated 'A -1 " and -P -1;' 10. Tax- EttmptO1c;,hons- Rated "AA" or higher and Issued by state or local governments, 11. Now Account - Fully collateralized in accordance with Clutter 280, Fonda Statutes (limited to Depository BaNectum mu mm Bad:), 11 Variable Rate Securities only if the rate Is a straight Floating rate that Is set in a client, as opposed to Inverse, relationship to a single mi and 13. Mortgage Securities (CMOs) md) if they am Issued by US Federal Agencies or US Federal htstrimentandes, he Fars the Federal Financial Investment Ewnvation Crunch (FFUC) test at rime of p.Niaw, and C, Have an average life of seven (I) years or less and have an absolute final maturity of no more than filter, (15) wine at zeta NA, The term "z re IRA" means that oB Interest and principal payments are gaarameed in be made by the stated final maturity assuming no prepayments. Spectrally pmNbighl estmeatsindode the following: 1 interest only strips of mortgaged backed seventies, 2, Leveraged Fonds, 3. Stmrtmed notes m flrendngs other than mortgage securities that meet me pmvisunrs of them,,en m[police (penNt callable and step up doctors), 4 Variable rate securities mat set a rare based on an inverse rectlonship to an Index, and 5 Variable rate debt that sets a rate based on more than a single index. I2Vdxmm57luco[v4l 19 Packet Page -526- 10/25/2011 Item 10.13. The objective of the investment policy is to match investment rash Flaw and memory with known cash needs and mhopmed cash flow requirements B , match assets to lobi,bes) to the extent possible_ Investment of funds shall have final mamdties of not more than five (i) years, except for 1 SBA - no stated final memory; 2, Certificates of Deposit -1 Year; 3, Repurchase Agreements -90 Days; 4 Bankers Acceptances -180 Dm 5. Prime Commercial Paper - 1WDays, 6. Fixed Income Mount Ponds - no stated final maturity . However, underlying US Government Securities and Federal Agmaes have average maturity of l yevr, ]. Mortgage Securities -average life of f years or less and haven absolute limit mammy of more man lB years at zero PSA; and 8. US Government Securities and Federal Agencies semiarid into an escrow account in nneciim noun the refunding of a Chance bond issue can have a final maturity of more than . Mortgage securities shall not be used to match Imenfltes that are reasonably defroble as to meant and disbursement date. Mortgage revenues can only be used to invest funds associated with cover Or or habilumv that are not a,m,, ed with a specifically identified cash flow srhedde. Mortgage securities can be used to prudently enhance the remm on the portfolio. Any and all exceptions m the Investment pohry within, a of the majesty of bunch Furthermore, the Bond may revise the aforementioned investment pdiry from time to time LEGAL MATTERS Ce am legal matters in connection with the arcane of me Series 2011 Bonds me vi bge s to an approving legal hpinlon of Nabors, Goblin & Niokermew PA., Tampa, Elands, Bond Counsel, whose ,ppmvtug ap,rvon (a form of which is attached hereto as "APPENDIX D - Form of Opinion of Band Counsel') will be available at the time of delivery of the Sense 2011 Bonds. The actual legal opintoa to be delivered by Bond Counsel may vary from met text If necessary to reheat facts and law on the dale of delivery. Such opinion wlB speak only as chic dale, and subsequent distribution ofil by redadatb, of nor INfidal Statement or otheovlse shall create no imphrafion that Bond Counsel has reviewed or expresses any operant concerning any of the matters referenced In the opinion subsequent to Its date. Bond Counsel has not been engaged to, nor has It cMertaken to, mvmw (1) the accuracy, completeness or innocency of this Official Statement or any order Offering material bellhop on the Series 2011 Bonds; provided, however, that Bond Counsel will sander an opinion to the Underwriter of the Series 2011 Bonds (upon which opinion only the Underwnmr may rely) relahng to the fairness of the presenbhon of certain statements contained herein under the heading "TAX EXEMPTION" and it statements which summasxe p•owsmrs of the Revolution, the Series 2011 Brady and federal tae law. and (2) the mmpbance with any federal or state law rvuth regard to the .sale or dlsommu m of the Series 2011 Bonds. sew 25S9eNdpW571275ott'.14l So Packet Page 527- 10/25/2011 Item 108. Certain legal matters will be passed upon by Jeffrey A. Matrices, Fsq, County Attorney, and m Bryant Miller Olive PA., Tampa, Florida, asclosure Convert to the County _ LITIGATION [Except as described below, there is no pending or, to the knowledge of the County, my threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2011 Bonds, or any proceedings or transadions relating to their issuance, sale, execution, or delivery, or the adoption of Else Resolution, or the covenant to budget and appropriate Non -Ad Valorem Revenues in the charmer and to the extent described herein and is the Resolution. Neither the creation, organization or existence, nor the title of me present members of the Board, or Mber officers of the County is being contnted. The Board has been named as a defendant in three wised lawsuits, styled Francis Hussey, of al I. Collier County, Case No. 085933-CA; Board of County Commissioners m Fonds O Hussey, at an, Case No. 08d98VCA consolidated with 08ti93KA; and Sean Hussey, R at. at Collier County, et al., Case No. (al CA. On September 11, 20(8, the Plaimm' Frauds O. Hussey, Jr. and Mary P. Hussey, husband and wife, and Winchester lakes Corporation, a Florida corporation, film an passive Cnndemvtinn Suit seeking monetary damages firm Collier County, the Honorable Charlie Crist, the Governor of the Stale of Florida and the Florida Department of Community Affairs. The Husseys contend that the designation of certain real property owned by them by a Gmwth Management Plan Amendment adopted in M02 had the effect of preparing mining activities on property, thereby resulting in a mbsfanfial diminution in value of the real estate, which me Plaintiffs contend to be ompensable under Florida taw. The Complaint alleges damage claims, as of June, IDOy in the amount of 567,303,000, and as of July, 2007, in the amount of $91,500,0001 The Plaintiffs have also presented a claim for "inverse condemnation based on a regulabry taking of Plaintiffs property;' in an amount not apenfied in the Complaint. The Wildlife Federation and Collier County Audubon Society was granted leave to intervene in the soft 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 Hussy a Notice of Intent to Sue ever Violations of the Endangered Species AR of 1973(16 DISC. 1531 d see) Land Clearing of Primary Prather Habitat RCW Foraging Habitat, and Wood Stork Foraging Habitat The Se n the discovery stage. 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 2011 Banda, The County experience other claims, litigation, and various legal proceedings which individually are not expected in have a material adverse ¢Hest on fire operations an financial condition of the County, but may, in me aggregate, have a material impact thertnn. In the opinion of the County Attorney, however, except a noted above with respect to the County, the County will either successfully defend such satims or otherwise resolve such matters without any material adverse consequences on the financial tradition of the Cost 12F9yureenC57I1I9 b)C14l 51 Packet Page -528- 10/25/2011 Item 10.8. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 917 led, Slorida Statutes, as amended, na perwn may directly or indirectly offs or sell secudties of the County escape by an offering circular containing full and fair disclosure of all defaults as to prindpd or interest on Its obllgaFOns once December 31, 1975, as provided by rule of the Office of Fwndal Regulation wihem Me Florida Flnanoal Services Commission (the 'FFSC'y Pursuant to administrative nrlemaking, the DISC has required the disclosure of life amounts and types of defaults, nv legal pro eedings resulting from such defaults, whether a trusted or receiver has been appointed over Me assts of the County, and certain rusticated Succeed information, unless the County believes in good fail, that mchmmmmmm would not be considered assumed by areasonable investor 4he Countylsnot O and has not been in default on am, band issued since eremberat, 1975 that would be considered material be a rem, .. lit einve. to, M she Series 2011 Bonds. Dre County has not undertaken an independent review or imemgadon of securities for which it Less served as conduit issuer. The County does not believe that any information about anv default on such w,um ; is appropriate and would M considered material by a reasonable investor in the Series 2011 Bonds beaus she County would not have been obligated to pay the debt dervta on any mm except from payments made to it by the private companies on whore behalf each securities were sued and no funds of she County would have been pledged or used in pay such securities or the merest thereon. TAXEXEMPTION Opinion of Bond Correct In the opinion of Bond Counsel, the form of which is included as "APPENDIX D — pomr of Bond Counsel Opinion" attached hereto, the interest on the Series 2011 Bonds is excludable from gross income and Is not a specific Item of tax preference for federal income tax Forecasts under existing statutes, regulations, mhngs and court decisions. However. Interest on the Sere; 2011 Bonds Is taken into account in determining adjusted! vinous eaming, for the purpose of computing the federal alternative himmum ax Impaled on corporations pursuant to the hoemal Reserve Code of 1986, as amended (the "Code '). Failure by the COUnty in comply subsequently to the Issuance of the Series 2011 Bonds with certain requirements of the Code, regarding the use, expenditure and investment N Series 21311 Bonds proceeds and the timely payment of certain investment earnings to the T..one of the United States, may cause interest an the Series 2011 Bonds to become includable In gross income for federal income tax purposes retroactive to their date of issuance The Comm his covenanted in the Brsolf to comply with all provisions of the Code necesmry ax among other clings, maintain the coal vson from gross income of Counon Lee Series 2011 Bonds for purposes of fedora) inc enoa In rendering it, pinbq Bond sel has assumed continuing romphance with such covenants Internal Revenue Code of 1986 Tie Code contains a number of provisions that apply to the Series 2011 Bonds, in,l d,,g, among other things, structure ,I,tng to the use or investment of the pro ..do of the Serve 2011 Bonds and the payment of certain arbitrage e,mmg1 m excess of the "yield" on the Serier 2011 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2011 Bonds being weladedin gross income for federal accrued tax purposes retmactive to their date ofismanow I256SLw3/ms712Orm vtl 52 Packet Page -529- 10/25/2011 Item 10.13. Collateral Tax Consequences Except as described above, Bond Counsel wall express no opinion regarding the federal name tax consequences resulting from the ownershp of, receipt or avowal of interest on, or disposition of, the Series 2011 Bonds. Respective purchasers of Series 2011 Bonds should be aware that the ownersNp of 4tles 2011 Bonds may result in other collateral federal tax consequences. For example, ownership of the berries 2011 Bonds may remItm Collateral tax consequences to various types of COT ... Cocoa relating to (1) denial of interest dechmmo, to Foochow or carry such Series 2021 Bonds, (2) the brunch prmox tax, and (3) the inclusion of in2 st on the Roped 2011 Bondsm Toasted:..., for Certain Subchapter S corporations. In addition, the :,forest on the Series 2011 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIR SALE OR DISPOSITION OF THE SERIES 2011 BONDS AND THE RECENT 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 2011 BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Other Tax Mayen Interest on the Series 2011 Bonds may be subject to state or local Income taxation under applicable state or loml laws m other jurisdictions. Purchasers of lie Save, 2011 Bonds mould consult their a, n to, dvi. to the income tax status of ime..I on the Send, 2011 Bonds tbdr particular ,rate or local predictions . Umng mail years, legislative proposals have been stmdueed in Congress, and In come uses reacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2011 Bonds. In same cases, these proposals have Contained p........ that altered dtese cmaeq.mres an a retroactive basis. Such alteatioas of federal tox consequences may have affected the market value of obllgalons slmllar to the Series 2011 Bonds. From time to time, legislative proposals are pending wlfich could have an died on both the federal tax Consequences resulting from ownership of the Series IDll Bonds and their market value. No .....eoce con be grew that additional legislative proposals will not L imodured or enacted that would or might apply no or have as ad,c,E effect upon, the Series 2011 Bonds For example, a b0 coded "'Me AmeHcan jobs Act of 2011' was Overall y introduced m Me United States Senate which bill includes a provision that would srbl'ecta portion of Me on to, interest - exempt bonds (Including the Series 2011 Bonds) held by taxpayers with Incomes above athresholds to taxation for taxable yevrs begmaing after 2012 There can be no assurance that this legislation will be en,, ed and, it enacted, whether it will be mach m the form Introduced or In a moAhed form It enacted him law, such legislation rould affect Me market price or marketability of the Series 2011 Bonds. Trip ..Front of Original Issue Discount Bond Counsel is Come, of the opinion met the dtifemre between the principal arromm of the i-. Series 2011 Bonds maturing on October l in the years _ through and Including (the Discount Bonds') and Coconuts] offering pace to the public (excluding bond houses, brokers or,imilu portico or izvwmm�mmv>mCal 59 Packet Page 530 10/25/2011 Item 103. organizations acting in the capacity of Undissectors or wholesalers) at, Her Price a substantial amount of such Discount Bond, of the sa sold cmrz original issue Baronial which is excludable from Wass Income fm federal income tax Emperors to the eemme extent as Interest on the Sm,,s 2011 Brands. Further, such original issue discount accrves actuarially on a canztant interest rate basis over the term of each Discount Bond and the basis of each Discount Bond acquirM at such initial offering price by an initial purdhaser thereof will be increased by the amaum of ower accrued original came discount. The accrval of original issue discount may he taken into account as an increase in the amount of tax. exempt income for purposes of determining various other tax consequences of server the Discount Bonds, arm though there will not he a corresponding cash payment. Ureters of the Discount Bonds are advised that they shraold consult with their own advisory with respect to the state aad local tax consequences of owning such Diswm Bonds. Tax Treatment of Bond Premium The difference Isom mi the principal amount of the Series 2011 Bonds maturing on October 1 in the years_ through and including (mllecdvely, tire "Dominion Bonds) and the initial offering prim to the public (excluding bond house,, brokers or similar pence, m organizations acting In the capacity of underwriters or wholesaler,) at which price a substantial amount of suds Premium Bonds of the same marrow was sold constitutes to an rural purchaser amortizable bond premium which is not deductible from gross Income for Federal income tax property. The am of amortizable bond premium for a taxable pear is determined actuarially on a constant interest rate basis wer the term of each Premium Bond For purposes of determining g.et, or lo„ on the sale or other i ispre,mm of a Premium Bond, a, tribal purchaer who acquires such obligation m the imost ofmnng to the public at the initial offering price Is required to decrease such purchasers adjusted bass in much Premium Band ^ mmi by the amount of amortizable bond premium for the taxable yes The ammmmil l of bond premium may be taken into account as a reduction in the amount of tax¢xempt income fnr purposes of detemtlning various rather dx wr,ecrymces of owning such Prarvum Bonds Owners of the Premium Bonds are advised met they should consult with their own advis s; with respect to the state and local tax con.,ego ,c,, of owning such Premium Bonds. VERIFICATION OF ARITHMETICAL COMPUTATIONS At the time of the delivery of the Series 2011 Bonds, the Verification Agent will deliver a report on the mathematical accuracy of the computations contained In schedules Pmvdded to Nam and prepared by Public Financial Management, Inc on behalf of the Comty relating to (a) themfhdency of the anticipated cash and maturing coastal amounts and interest in Obllgafionz of the United States of America to pay, when one, the principal, whether at maturity or upon poor redemption, Interest and call premium recomemmts, if cry, of the Refunded Bonds and E) die yield on the Series 2011 Bonds and on the Obligations of the United Stares of America considered by Bond Counsel in connection with their opinion that the Series 2011 Bond, are not "manage bonds within the meaning of Serum 148 of the Code, as amended. fL31Y:/reiw$]IJ$DaVel A Packet Page -531- 10/25/2011 Item 10.B. RATINGS Moody 'a Investors Society, Inc ( "Mcody'a "y Standard A Poor 's Ratings Services ( S&P "la,it Fitch Ratings ('Fitch I have assigned ratings of "'_" and respectively, to me Series 2011 Bonds. Tee ratings reflex only the views of said rating agencies and an explacubon of the ratings may be obtained only from said rating against Generally, a rating agency bases its taring on information and materials and on wwwtgadony studies and assumptions gmished to and obtained and made by the rating agency lie mimg reflects only the view of said rating agency and an explavdw of the rating may be obtained only from said ring savory, There can be no assurance that man mmg 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 a warrant Any such downward revision or withdrawal of the mmygs of the mines 2011 Bonds may have an adverse effect on the market price of Me Some 2011 Bonds The County mdertakes no responsibility to oppose any such research or withdrawal. An explanation of the significance of the rings can be received main the following'. Moody a Investors Service, ] World Trade Cent ", 250 Greenwich Strait, 23rd Noun New York, New York Lane, Standard &Pooh, 55 Water Stuart, 38th Floor, New York, New York 10041 and Fitch Ronnie, One State Stick( Plena, New York, New Ymk10004, FINANCIAL ADVISOR The County has mtatavied public Financial Management, mc, Coral Gables, Florida, as Finance] Advisor in cn motion with me County financing plane and with respect to the anthon,,ho)i and re of the &rtes 2011 Bonds The Hnonclal Advisor Is not obligated to undertake and has not undertaken to make an independent verification or mponsUHry for the accuracy, completeness, or fairness of the information committed in the Official Statement. The Financial Advisor did net participate In the underwriting of the 5e1es 2011 Bonds. The Financial Adviser may receive a fee forbidding investments for certain pmaeds of the Senes201t Bonds. AUDITED FINANCIAL STATEMENTS The general purpose Coconut statements of the County as of Septamber30, 2010 unit for the yen then ended, attached hereto as "APPENDIX C— Audited Financial Statements for the Foul Year ended September 30, 21101 have Fees amhted by Burst and Young, Independent auditors, as stated is their report appmMg therein Such statements speak only as of September 30, 2010 The ... sent of the County, mmto, to include in Cris Offical Statement the aforementioned report was not requested, and the general purpose financial statements of the County, are provided only is publicly avalahle documents. The Series 2011 Bonds are payable solely from No, Ad Valorem Revenues In the mammon and to the extort as described in the Resolution and herein and are not otherwise seemed by, m payable from, the general revenues of the County . See "SECURITY FOR THE SERIE52011 BONDS herein. The general purpose financial statements are presented for genem1 mm, nafion proposes only. b5scomoo/mannw scul 55 Packet Page -532- 10/2512011 Item 103. ENFORCEABILITY OF REMEDIES The remedies available to the owhere of the Series 2011 Bonds upon an event of default under the Resolution are in many respetts 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 de Resolution and the Series 2011 Bonds may not be readily available or may be limited. The various legal opinions to he delivered concurrently with the delivery of the Series 2011 Bonds, indndim Bond (unrest's approving opinion, will Se qualified, as to the enforceability of the remedies provided in the various legal instruments, by limtations imposed by baNmrptry, reorgomueoq machinery, or other similar laws affecting the rights of creditors enectd ,,Pore of after such delivery. See "APPENDIX B — Form of the Resolution" attached hereto for a description of events of default and remedies. The County has covenanted for the benefit of the Series 2011 Bondholders to provide cartoon financial Information and operating data relating to the County and the Series 2811 Bonds in each year, and to provide notlas of the occurrence of certain Diumeratert material events. 71re County his agreed to file annual fimmo,l i,(,=soon and operating data and the audited financD statements wild each m us authorized and approved by the Semdtles and Exchange Commission (the "SEC ") to act as a repository (each a "Repository ') for purposes of complying whin Rule 15c2-12 adopted by the SEC under the Skunties Exchange Act of 1934 (the "Rule "} Effective July 1, 2009, the sole Repository Is the Municipal 5emrities Imemaking Board The County has agreed to file notions of certain enumerated ^ regmal evenly, when and if they occur with the Repository . The specific nature of the financial information operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking ere described in APPENDIX E - FormofCamer s Disclosure Certificate attached hereto. The earn ...g Disclosure Cerimmte shall be executed by the County pAm to me issuance of the Series 2011 Bonds. These covenants have been made in order to assist the Underwnter m complying with the Drumtung disclosure requirements of the Rule. With respect to die bodies 2011 Bonds, no party other than the Creole Is obBgat i to provide, nor is expected to provide, any matimilog disclosure i on,,, oo I, ith respect to the Role. In the past file y, the County has river failed to comply with any prior agreements to provide matiaming disclosure Nmina n pursuant to the Rule. UNDERWRITING The sense 2011 Bonds are being purchased by (the "Underwriter ) at an aggregate purchase price of S. (which includes a net nagluel issue lnommmldec,m t of $ and an Underwriter's dsscwnt of $ } The Underwriter s obligations are subject to certain renditions precedent, and it will he obligated to purchase all of the Suds 2011 Bm d, b any Series 2011 Bonds are purchased. The Soles 2811 Bonds may be offered and sold to cousin dealers (including dealers depositing such Series 2021 Bonds into lmestment trysts) at i", (0i6x4AX N5912,mxo 41 56 Packet Page -533 10/25/2011 Item 10.B, prices lower than such public offering prices, and such public offering prices may be changed, from [iron to mine, by the Underwriter. CONTINGENT FEES The County has retained Bond Counsel, Dictionary Counsel and the Financial Advisor with ...pact to the authmm,bme sale, member, and delivery of the Series 2011 Bonds. Paymentsethefeesof such professionals and an underwriting discount to the Undemnter are each inurement upon the issuance of Ne$eries 2011 Bonds. OFFICIAL STATEMENT The rekrenms, excer she and si mmon'es of all documents, summit, and information concerning the County and certain reports and statistical data menced to homirs do not portion to be complete, comprehensive and definitive and each snrh summary and reference is alu,hfied to its entirety by tl each such dominant for full and complete statements of all matters of fact relating to the S.... 2011 Bonds, the octane for the payment of me Series 2011 Bonds and the rights and obligations of the owns thereof and to each sums, home report or ,..roman Copies of such documents may be obtained from either the office of the Clerk of the eo..d of County Commissioners, Collier County Government Complex, 3301 Fast Tomiami Tai, building P, Naples, Florida 39112, telephone (239) 252 -2795 or per County a Financial Advisor, public Financial Manegemen51ne, 2121 Ponce De Leon pool ... rd, Smite 510, Coral Gables, Florida 3313L telephone (105) N66992 Uhe informed oa ... round In this Official Statement has been compiled from ofboal and other sources deemed to be reliable, and is beRrved to be correct as of the date of the Official Statement, but Is of guaranteed as to accuracy or completeness bvS and is not to be mneboard as o representation by, the Underwriter. The Undemmter listed on the cove, page herof has reviewed Fie nomination in this Central Statement in accordance whin and as pad of its responslbwty to lamestms under the federal mourner lows as applied to the facts and crcumstanes of this nm,,,Pon, but the Underwriter do,, not guarantee Me accumry or mmpletmtss of such uJomation. The information and expressions of opinion slated herein are subject to craned, and neither the delivery of this Official Statement not any sale made hereunder shall create, under any circumstances, any implication that Mere has been no tltaoge in the matters desmbed herein since the date hereof Any statements made m this Chiral Statement involving matters of opinion or of cabinet,,, wbedre or not no expressly sated are set forth as such and not repmary inns of fact, and no representation is made that any of the estimates will be... i d- Neither this Official Statement or any statement that may have been made verbally or In writing a to be mmtmed as a contract with the owners of the SSe,2011 bonds The appendices attached hereto are integral parts of this Official Statement and must he read is their entirety together with all foregoing statement, 11Melipn/,0971275,WC191 57 Packets Page -530- 10/25/2011 Item 10.8. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the Cwnty. At the time of delivery of the Series 2811 Bonds, officials of the County will 1urrosh a certificate to the offer that nothing has come to their attention which would load them to believe that the Official Statement (other Ikon information hunn related to ETC, the bookrntry only system of regis'nation and th, ma,rmation command under the replan "TAX EXEMPTION" as to which no opinion ,hall be expressed), as of its date and as of the date of dehvery of the Se,,, 2811 Bonds, mntams an e statement of a material far or omits to late a material fad which shwld be included therein for the pwpows for which the Admit Statement Is intended to Fe used, or which Is necessary to make the statements d were contained therein, in the light of the mcmisdances after which they made, not misleading COLLIER COONTY, FLORIDA of Cawty Conan slonen, 1=a' salasOsd2O mc.4) de Packet Page -535- 10/25/2011 Item 10.B. APPENOI %A GENERAL INFORMATION REGARDING COWER COUNTY . FLORIDA The following Information concerting Collier County, Florida (the "County ') has bem supplied by me County and is included only for purposes of supplying general information regarding the County . The Sedrs 2011 Bonds are secured by a covenant to budget and appropriate legally available nomad valorem revenues as described in the Official Statement. General Information The County was established In 1923 by the legislators of the State of Florida The 'State ') from portions of Lee and Monroe Ctimties. Its temtonal limits, as they presently wisp contain approumately 2,026 square males. In terms of land area, it is the lamest county In 0e State. 'fire County is located on the wthweA coast of the Florida peninsula directly wect of the Mlan, Fair lainudale area In 2010, the County had an ated population of 323,520- Principal industries w mm the County indede wholessle and remit trade, sourom, medical services, agriculture, Credit fishing cattle ranching and construction Board of County Commissionert The BoaN of County Comrmissonm (the 'Board ") Is the principal legislatoe and governing body of me Churn The Board consists of cry County Commissioners, one from each of the five districts eluted fs terms of four years All of the County Commissioners am residents of the County - The me nt memMn of the Board and their expiration of tomes of office are Commice Dffcc Tenn F,caeaysi Fred W. Coyle Chairman November, 2014 Jim Colette ice Chairman November, 2012 Dorma Fiala Commissioner November, 2012 Georgja A. Hill,,, EST. Commicsinner Novembn, 2014 Tom running Commissioner November, 012 County Manager The chief admi i rratWO official of the County is the County Manager_ This otfioal95 directly responsible to the Board for administration and operation of tom administrative divisions under the Board and for execution of all Board Believes. the County Manager directs the adminishmve divisions L, Community Development and Fnvlronmental Services, Public Services, public Utilities, and Administrative Simons and Transportation Servieec The County Manager is also reasonable to the Bound for the preparation of budgets and for the control of expenditures of dep ,tments trader his supervision throughout the budget year. Budget Process The County Managers Director of Corporate Finance (Ihe "Diretair) career, the budget planning Forever In Jaway with budget police discussions among key membn, of the fiscal slid le-`<`"E d tYyyy=DOCMt Al Packet Page -536- 10/25/2011 Item 10.B. adminianative leadership team. These durations culminate in the presentation and adoption of budget policy and guidance by the Board in February . County division heads and elected officers submit them Proposed mlan dimes begirming m April for compilation by the Greaor no later than July 1 of each year and each sobmssion is malched against available mvenues. A balanced, pmpoaed budget is preem th red to e Board for review within 15 days of receipt of an assessed value synifirntlon from the County s Property Aerato er which is due by July 1. A tentative budget is thermion adopted within li day Ssidm,g ent to public hearings, a final budget is adopted. The final budget for the fiscal year ended September, 30, 2011 was adopted by the Board on iamury 19, 2011. Final millage rates are adopted, usually by late September, and the Countya Tax Collector prepares tax bills for mailing on or after November 1. Peru valid adoption, all expenditures in the budget constitute appropriations and amendments to the budget an be made only In accordance with the mummers of Chapter 129, Florida 5mmm% and such chapter provide s that expenditures In was of total fund budges are unlawful. Florida law requires that an ual port audit of each poorly s o and d record, be completed n within eix months for the end an da. he C year by a firm of him ci Ernst young public to accountants t retained and paid foral the County for County retained the firm of Grist A young which m merged the PPE DIX annual Audited statements for lee decal year ended September 3Fi cal 2010, Y .. En are of iontradi as "APPENDIX e - Aus chiral Financial Stawments of Collier County for Fiscal Yem Ended sepmmber 30, 2010 attarnea m ttnroferial statemem. .-. I Remainder of pageimmfionally left blanks Iuewammsrtva.00CAl A -2 Packet Page -53)- 10/25/2011 Item 10.18. Population The Connty has experienced rapid Popbanon growth in recent decades. The following table presents historical and projected population growtL for the Combs, the Slate, and the United Slates for the period of 1960 to 2020 POPULATION TRENDS Population populat", United population County Percentage State Percentage States percentage PoPO uo, Increase Population Ind, ,4,„y Po up anon tllRease 1960 15]53 — 4,951,560 — 179}23]95 — 19M 38,040 1413% 6791,418 371% 203,302,031 134% 1980 85,991 126.0 9746,961 43, 226$0025 114 1990 151,099 769 1293&011 329 250,410,000 101 900 231,37 653 15,982396 23,5 29;634000 9.7 2010 321,520 299 18,802,310 176 308,945,538 114 2020- 406,500 26.4 9,246,900 130 324922,000 53 'Estimates Oa County and State popdanon use medium est,,ne, of population growth. Source: University of Honda, Bureau of Phoneme and Business Research, Population Program, onpuleished data, Flood, StaLsLcal Abstract 2010. Census data from U.S. Bureau of Census. I Remainder of page intentionally left blank] 2oS iavmemmiocC.el A3 Packet Page -538- 1025/2011 Item 10.6. Most of the growth of Dallier County is due to migration. As of April 1, 2009, the estiuuted ^ median age of the Counts s population was 45.9 years according to the 2010 Florida Statistical Abroad, University of Florida. The majority of the population is over the age of 18, with the age category 3554 comprising 2336% of the overall population. COLLIER COUNTY EMPLOYMENT BYMAJORINDUSTRY September 30, NIB Fenian, Firms Employee Con Accommodation and Food Services 704 15,968 HealN Care and royal Assistance 893 14,991 Professional and dmmess Senses 2,569 34,158 Finance and Insurance 660 3,92U Real Estate and Rental Leasing 1,069 3,128 Ana, Entertainment and plectrum, 240 6,073 Sen'C"_Other 11`12 5072 terrorist 7,,312 64,110 Food Stores 133 3639 Auto Dealers and derrmre Stations 241 2,766 Home Furniture and FUmiahings 138 987 Retail Trade —Other 565 3,164 Apparel and Accessory Stores 281 2,458 Gm eral Merchandise Stores se 3,164 Building Hardwme and Garden Me 1522 Retail Trade, Other 1,532 18,000 Federal Gmwemmmt 26 662 sate GOr<mmmt 40 845 Local Goremmea 27 11520 Goremmea 93 13,127 Aimmhuy Forestry Fishing and Hunting 100 5 ,547 ConsWcem, Lwo 13967 Manufacturing 286 2,919 Trmomftm,and Warehmrsing 239 23,139 Wlmlesale Trade 499 2,999 Mining 9 13 Other 1100 48574 Tmal I? W 14„911 u Average number of people employed in 2009. Source Collier County Flna a Department Florida Department of Labor & Employment Secmmn, Bureau of Labor Markel INommfion ES 202 Report. Iuew/m1ro>st'1275 l A4 Packet Page -539- 10/26/2011 Item I O.B. ^ COLLIER COUNTY EMPLOYMENT (202 -2011) BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY (2000-2009) angle Call, Residential Yea, aml Family IJut, Va 00no, 2000 4,065 2001 3,67E 2002 4,173 2003 3376 2004 4,202 20M 4,032 206 2,529 2001 1,069 2008 652 2009 630 ` Valaa00n in thousands of dollars . Sway lhmmentity of Florida, Bureau of Era 2010. 3,905 4.280 LIN 2,441 2,719 2570 1,959 1,026 299 314 tomrt and ancnec luasciw01571275.oce..41 A-3 Packet Page 540- $1,188,310 1,093,84 1,113,547 97,45 1/07 „546 1,655,669 228,714 649,718 387,2116 N/A Research, Florida Statsdcal Abmov Sate of County Florida Labor Unemployment Unemployment Yea, Easy Bsolovmmt Urasmll Rate Rate 2002 119,278 112,118 5,16D 4.4% 55% 2003 131,993 123,M 6 ,171 47 5 3 2004 138,036 13{610 5,426 39 4,7 2005 145,347 14,324 5,023 35 3.8 2006 152,162 147,356 4,506 32 34 2007 153,243 144720 6,523 43 4.1 208 137,806 141,353 NZ3 6.8 62 2009 143,7!3 128,270 15,503 10.8 102 2010 1AI57 127,264 17,293 120 as 201111, 137,656 121,09 16397 119 11.0 !` Estimatesam Jule, 2011, Florida ReseasF and Economic Database. Source Sate of Honda, Agency for Wmkforoe Licensors, Bureau of Labor Harker ydoemaeon,- Ilnwe,suy of Florida, Bureau of Emnomie and Business Research, Florida Statistical Abnmct 2010, BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY (2000-2009) angle Call, Residential Yea, aml Family IJut, Va 00no, 2000 4,065 2001 3,67E 2002 4,173 2003 3376 2004 4,202 20M 4,032 206 2,529 2001 1,069 2008 652 2009 630 ` Valaa00n in thousands of dollars . Sway lhmmentity of Florida, Bureau of Era 2010. 3,905 4.280 LIN 2,441 2,719 2570 1,959 1,026 299 314 tomrt and ancnec luasciw01571275.oce..41 A-3 Packet Page 540- $1,188,310 1,093,84 1,113,547 97,45 1/07 „546 1,655,669 228,714 649,718 387,2116 N/A Research, Florida Statsdcal Abmov 10/25/2011 Item 10.B. Agriculture Agmulmre is a deal ..t factor In the economy of the County. Rainfall.... ages about 455nches annually with most of the precipitation occulting during the late spring and summer. The high yearly rainfall and yearmnnd mild temperature enable agriculture to be a productive .sector of the Cowry economy, Thi aummlmral industry represents Ave percent of the workforce . Flooding activities are located ajoemvmatee 40 miles inland primarily centered around the m rmwiity of Immokers, Major cmpsindude tomatoes, peppers, mountains, melons and done; Beef cattle are also a sgmficmt farming mm merry Tourism Tourism is a majm factor in tae economy of the County. Vista,, to the County enjoy its Golf of Mexicw Staffers, golf, to and other shoulders Everglades National Pak, the United States only subtropical National Pink, lommd near Naples, comprises a so ucatio al daft m of Me Comfy. ColFer- Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in tae Golf of Mexico, as well as fresh wafer fishing makes the many lakes and watemays popular vacation spots. The County is regarded as one of die largest shelling aces:. the United States Transportation The Countyissm, d by U.S. Ftighway 41 (otherwise known as the Tamlarm Troll and Interstate 75, which links Naples to the east coast of Florida and Boresees C S. Highway 27, providing access to the Florida Tompow Interstate 75 also provides across, to the County from the 6oM. Greyhound Bus Lines ^ collects the County to all polls within the Slate Air service is available at the Naples Airport owned by the Cory of Naples and ewers an area of appeoxhwtely NE acres. The alrpotl has two kghwd 5,000 feet bard surfaced contexts, each 150 feet wide. Commuter airlines offer regularly scheduled flights to Miami, Tampa End Atlanta Air service at the Southwest Burnham .... 1 Airport over port Myers, 35 miles north of Naples, reaches many major acres In addition, tae County owns and operates three public airports the Murco Island Executive Airport and the Immokalee and Everglades City Ampoules. Educational System The Comity school system serves approximately 43,142 students in do schools, including me closely, schools. The public schools provide a v ... it d,lt education program and a j ecial program for preschool children. There are several private and parochial schools in the County offering classes from landerearten through the twelfth grade. Nixon Conimundy College's main campus in Fort Myers, with a branch mmpus in Naples, offers technical training as well as mllege, preparation for students. 1, August of 2003, Ave Marla University, a pova¢ Catholic University located within the County, began .dmittng students The University offers bachelor's deem,, in biology, classics, economics history , literature, mathematics, music philosophy, polars and theology. Pre'pmfec,wMI programs are offered in per Jaw, pit medicine and Pat business. Allhwgh at located within the County, florid. Gulf Coast College the troth college an the State University System, is opemmgin Lee County, Immediately noM of the County a pedunfulacoPOCUf1 A -6 Packet Page -561- 10/25/2011 Item 10.13. Medical Facilities Naples Community HaNatal, a non Purim, Private corporation provides health sivl¢s to the residents of the County_ It opened as a M bed facility In 1956, financed exclusively by contributions from members Of them uruq. Since 1956. Naples Community Hospital has grown to encompass, approximately 422,000 Ricans feet and include two x -story towers that house Naples Community Hospital's 420 treated beds and patient care auditors, arrive, and a ran story sapient services wing located powder, the two towers. Hospital servims are also prmicoal ht the Carpenter - Briggs Radiation Therapy Center located across the meet 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 Gamut s that provide urgent care, rehabilitation, , 11,os and Infusion service, In addition physician a Regii operates two hospitals within the Corn, with a total of 283 bed, The Collier County Health Deportment operate h, every mmmun,ty in the County under the diaecto, of a licensed physician and with a staff of named! specialists, including public health advisers, nurses, saturations and c1mmaJ psychologists; 1259W/W3/Ye71:71 .00C 14j 4 -1 Packet Page -542- COLLIER COUNTY FINANCIAL AND ECONOMIC DATA (Fiscal Years 2002 -200) (Unaudired) Per Bank Fiscal percent nations Deposits Year population Increase 'Mme El 2002 264,415 32% 40,121 seat 2003 284,918 77 41,269 6,789 2004 292,466 27 42,030 End 2105 Wul86 4.7 44313 $413 Site 324638 67 42846 ID,663 2007 333,858 22 49,492 lQ957 2008 w2r854 (03) 57,446 11,026 2009 333,032 01 0,276 N/A 2010 321p20 (3.5) 62,5,9 N/A N/A =Data not cuneNly available Source Feral Deport Laurance Corporation, Division of %pemaon Florida Research and Emnom e Database; Ihavedity of Florida, Bureau of Economic and Business Research, Honda Steutual Abstract 2010. 1259W/W3/Ye71:71 .00C 14j 4 -1 Packet Page -542- 10/25/2011 Item 1O.B. Packet Page 543- \/ ; } \\ \ a \! \\ ,j .. =na � ` / / \ / \/ / \f �� } Packet Page 543- 10/25/2011 Item 10.B. The I,Ilevering table contains the property to, rates for the Fiscal Years 2002 through 2010 m Basis for property tax rata ss 1 mill per $2,000 of a,,x wd value. Property a assessed as ogaawry t and loxes based on thnce accouterments are levied according to the tax rate or effect that tax year and become due on November l. presence, a,,,morine and tax lrvicc applicable tca certain tax year are collected in the final year ending doing the following calendar year Soarce: Collier County comprehensive Amma1 Financial printout for Fiscal Year ending Septenbet 30, 2010_ I2xEVxhYm5712nDOCw1 A -9 Packet Page 544- COLLIER COUNTY, FLORIDA PROPERTY TAX RATES- ALL DIRECT AND OVERLAPPING GOVERNMENTS... (Fiscal Year; 2002 -20101 mnaw;tem Colher Couny Other Special Debt County Fiscal General Revenue Service Scbool Independent Year Fund Funds Fond, Total Don't Districts Total 2002 3.872 0.6603 60256 45698 73370 13813 130881 2303 38772 0.6767 0.D215 SSLy 69110 13554 128418 2004 3 8272 09226 0,0000 4998 6.3240 13562 126800 Hot 3.97M D91D 00030 4949 62200 13562 123911 2006 38TR 0,9161 0]1900 49433 59730 13423 132586 2007 3.5190 0.8470 62226 464M 3550 LTID 115139 2008 3.1469 0.7362 02233 41061 5310 12792 1211366 2009 31469 T-128 0.2249 4.1246 4.9090 12784 103120 2310 319645 02225 01366 44236 52390 13243 109869 m Basis for property tax rata ss 1 mill per $2,000 of a,,x wd value. Property a assessed as ogaawry t and loxes based on thnce accouterments are levied according to the tax rate or effect that tax year and become due on November l. presence, a,,,morine and tax lrvicc applicable tca certain tax year are collected in the final year ending doing the following calendar year Soarce: Collier County comprehensive Amma1 Financial printout for Fiscal Year ending Septenbet 30, 2010_ I2xEVxhYm5712nDOCw1 A -9 Packet Page 544- 10125/2011 Item 10.B. APPENOI %B FORM OF THE RESOLUTION 12 fl4�/005=5DCC,91 Packet Page -545- 10/25/2011 Item 10.13. APPENDIXC AUDITED FINANCIAL STATEMENTS OF COLLIER COUNTY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2010 The statistical section refened to in the opinion letter has been intentionally omitted Is�+nmwnix9soo[.i] Packet Page 546- 10/2512011 Item 10.8. APPENDI %D FORM OF BOND COUNSEL OPINION Ma5g4jN3xp571 275DXIA Packet Page -54)- 10/25/2011 Item 10.B. APPENDIX FORM OF CONTINUING DISCLOSURE CERTIFICATE 1256"] M9=v 141 Packet Page -549- 1025/2011 Item 10.B. ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dined as of November _, 2011, by and between the COLLIER COUNTY, FLORIDA, a political subdivision of the Stale of Florida (the "County"), and U.S. Bank National Association (the "Escrow Agent'), a national banking as s ciation organized and existing under the laws of the United States of America, having its designated corporate trust office in Miami, Florida, as escrow agent hereunder. WHEREAS, the County has heretofore issued its Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003 Bonds ") and its Collier County, Florida Capitol Improvement and Refunding Revenue Bonds, Series 2005 (the "Series 2005 Bonds ") pursuant to Resolution No. 85 -107 adopted on April 30, 1955, as amended and supplemented (collectively, the "Resolution"); and WHEREAS, the County has determined to exercise its option under the Resolution to advance refund a portion of the Series 2002 Bonds (the "Refunded Series 2002 Bonds ") and a portion of the Series 2005 Bonds (the "Refunded Series 2005 Bonds," and, collectively with the Refunded Series 2002 Bonds, the "Refunded Bonds "), as identified on Schedule A attached hereto (the " ReNnded Bonds"), and WHEREAS, the County has determined to issue its $ aggregate principal amount of Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 (the "Series 2011 Bonds ") pursuant to Resolution No _, adopted by the County on October 25, 2011, a portion of the proceeds of which Series 2011 Bonds will be used to purchase certain United States Treasury obligations in order to provide payment for the Refunded Bonds and to discharge and satisfy the pledges, liens and other obligations of the County under the Resolution in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2011 Bonds, the purchase by the Escrow Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the County under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, IHEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: .—. Packet Page -549- 10/25/2011 Item 102. SECTION 1. PREAMBLES. The recitals stated above are true and correct and incorporated herein. SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION REPORT. Receipt of a true and correct copy of the above - mentioned Resolution and this Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution, including but not limited to Section 12 and Section 27 thereto, are incorporated herein by reference. The Escrow Agent also acknowledges receipt of the verification report of The Arbitrage Group, Inc, dated November ,2011 (the "Verification Report"). Reference herein to or citation herein of any provisions of the Resolution or the Verification Report shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF REFUNDED BONDS. The County by this writing exercises its option to cause the pledge of the Pledged Revenues (as defived in the Resolution) and all covenants, agreements and other obligations of the County to the holders of the Refunded Bonds to cease, terminate and become void and be discharged and satisfied SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is i-. hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Collier County, Florida Capital Improvement Revenue Bonds, Series 2002 /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 $ ived from the County from proceeds of the Series 2011 Bonds ( "Bond Proceeds") and S ___ from other legally available moneys of the County (the "County Moneys'). SECTIONS. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The County hereby directs and the Escrow Agent represents and acknowledges that, concurrently with the deposit of the Bond Proceeds and County Moneys under Section 4 above, it has used all of the Bond Proceeds and S of the County Moneys to purchase on behalf of and for the account of the County certain United States Treasury obligations - State and Local Government Series (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the "Escrow Securities"), which are described in Schedule B hereto, and the Escrow Agent will deposit such Escrow Securities and $ in cash (the "Cash Deposit') in the Escrow Fund. All Escrow Securities shall be uoncallable, direct obligations of the United States of America Packet Page -550- 10125/2011 Item 10.B. In the event any of the Escrow Securities described in Schedule B hereto me not available for delivery on November , 2011, 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 Band Counsel or the County to promptly approve the substitutions of other United States Treasury obligations for the Escrow Fund. SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE CASH DEPOSIT. In reliance upon the Verification Report, the County represents that the Cash Deposit and the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule C attached hereto. If the Escrow Securities and the Cash Deposit shall be insufficient to make such payments, the County shall ^ timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule C hereto- Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of Obligations of the United States of America (as defined in the Resolution) and cash in most solely for the payment of the principal of, premium, if any, and interest on the Refunded Bonds at such times and in such amounts as act forth in Schedule C hereto, and the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purpose. SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Resolution referenced in this Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds � _ ) as provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded .-. Packet Page -551 10/25/2011 Item 10.6. Bonds in the amounts unit at the times provided in Schedule C hereto. The Escrow Securities and the Cash Deposit shall be used to pay debt service on the Refunded Bonds as they mature or are nedeemed prior to maturity. The Refunded Series 2003 Bonds maturing on October 1, 2014 and thereafter shall be redeemed poor to their respective maturihes on October 1, 2013 (the "Series 2003 Redemption Date') at a redemption price equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to the Series 2003 Redemption Date. IThe Refunded Series 2003 Bonds maturing on October 1, 2012 and 2013 shall be paid at maturity.) The Refunded Series 2005 Bonds maturing on October 1, 2015 and thereafter shall be redeemed poor to their respective marrnirs on October 1, 2014 (the "Series 2005 Redemption Date') at a redemption price equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to the Series 2005 Redemption Dam. IThe Refunded Series 2005 Bonds marring on October 1, 2012, 2013 and 2014 shall be paid at maturity .I If any payment date shall be a day on which tither the Paying Agent for the Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds, Men the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN ^ ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested, other than the Cash Deposit, only in the Escrow Securities listed in Schedule B hereto and, except as provided in Section 5 hereof and this Section 9, mother 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 Merein and any uninvested cash, will be sufficient to pay the Refunded Bonds as described in Schedule C home; and (b) a written opinion of nationally recognized Bend Counsel to the effect that (i) such investment will not cause the Series 2011 Bonds or the Refunded Bonds a be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder Packet Page 552- 10125/2011 Item 10.13. or therwise cause the interest on the Refunded Bonds or the Series 2011 Bonds to be included as gross income for purposes of federal income taxation, and fit such investment does not violate any provision of Florida law or of the Resolution. 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 Fond. SECTION 10. REDEMPTION OF REFUNDED BONDS. The County hereby irrevocably instructs the Escrow Agent to cause the Registrar for the Refunded Bonds ( _) to give, on behalf of the County, at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. The Refunded Series 2003 Bonds maturing and after October 1, 2014 shall be redeemed on October 1, 2013 at a redemption price equal to 100% of the principal amount thereof, plus acemed interest. The Refunded Series 2005 Bonds maturing on and after October 1, 2015 shall be redeemed on October 1, 2014 at a redemption price equal to 100% of the principal amount thereof, plus acemed interest SECTION L. 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 Article SIT of the Resolution. Within 60 days of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall cause the Paying Agent for the Refunded Bonds ( ) to mail to the Holders of the Refunded Bands the appropriate notice in the form provided in Schedule D attached hereto. SECTION 12. ESCROW FUND IRREVOCABLE. no 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 not Packet Page 553. 10/25/2011 Item 10.8. the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. 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 my ambiguity or formal defect or omission in this Agreement (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent, and (c) to subject to this Agreement additional funds, securities or properties, The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized Bond Counsel with respect to compliance with this Section 13, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hcrcunder 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, 6 Packet Page 554 10/25/2011 Item 10.B. as to the correctness of statements, conclusions and opinions therein, upon any certificate, open, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument The Escrow Agent may consult with counsel, who may be counsel to the County or independent counsel, with regard to legal questions, and the opinion of such counsel shall be PoII 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 finds or securities by the Escrow Agent in accordance with the provisions of this Agreement or any oonnedigent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the County and to holders of the Refunded Bonds to the extent of their respective damages for negligent or willful acts, omissions or errors of the Escrow Agent which violate or fail to comply with the terms of this Agreement. The ^ duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT. As soon as practicable after the first day of April and October of each year, commencing April 1, 2012, so long as the Escrow Fund is maintained under this Agreement, the Escrow Agent shall forward in writing to the County a statement in detail of the Escrow Securities held as of April 1 or October 1 of that year, whichever is applicable, and the income and maturities thereof, and withdrawals of money from the Escrow Fund, since the last statement furnished pursuant to this Section 15. SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations bereby 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 Packet Page 555- 1025/2011 Item 10. B. 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 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 ease the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attomeys in fad, duly authorized in writing, provided, nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the n County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holdem. The County shall mail notice of any such appointment made by it at the times and in the manner described in the fiat 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, add such notice, if any, as it shall dcem proper, appoint a successor Escrow Agent In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the County shall indemnify and hold harmless the Escrow Agent, to the extent allowed by law, from any such liability, including costs or expenses incurred by the Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a codification with trust powers organized under the banking laws of the United States or any Slate, and shall have at the time of appointment capital and surplus of not less than $30,000,000. Packet Page 556 10/25/2011 Item 10.B. 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 mother act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the County execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and lust 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 emoved 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 dunes 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 Bated 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 patties 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. SEVERABILTTY. 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 suit be but one and the same instrument. � 9 Packet Page 557- 10/25/2011 Item 10. B. 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 electronic mail, facsimile, overnight express mail with fees prepaid, or registered or certified mail addressed to U.S. Bank National Association 200 South Biscayne Boulevard, Suite 1870 Miami, Florida 33131 Attention. Corporate Trust Department Facsimile: (305) 350 -1746 E-mail : Timolby.MdIer3 @usbrmccom Collier County, Florida Collier County Government Complex 3301 Bast Tamiami Trail, Building F Naples, IF 34112 Attention: County Manager Facsimile (239) 252 -8588 E -mail: xcollierwv.net [Remainder of page intentionally left blank] Packet Page -558- 10/25/2011 Item 10.B. IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date First written herein. COLLIER COUNTY, FLORIDA (SEAL) Fad W. Coyle, Chairman, Board of County Commissioners ATTEST: Deputy Clerk Approved as to Farm and Legal Sufficiency: County Attorney U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Assistant Vice President Packet Page -559 - 10/25/2011 Item 10.B. SCHEDULEA DESCRIPTION OF THE REFUNDED BONDS Packet Page -55P 10/2512011 Item 10.B. SCHEDULEB ESCROW SECURITIES Packet Page -561- 10/25/2011 Item 10.B. SCHEDULE DISBURSEMENT REQCkREMENTS FOR REFUNDED BONDS Packet Page 562- 10/25/2011 Item 10.13, SCHEDULED FORM OF NOTICE OF DEFEASANCE Notice is hereby given pursuant to Resolution No. 85 -107 adopted by the Board of County Commissioners of Collier County, Florida on April 30, 1985, as amended and supplemented (the "Resolution"), that the Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2003 identified below (the "Refunded Series 2003 Bonds ") and the Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series 2005 identified below (the 'Refunded Series 2005 Bonds,' and, collectively with the Refunded Series 2003 Bands, the "Refunded Bonds ") are deemed to be paid within the meaning of Section 27 of the Resolution and shall no longer be secured from the Pledged Revenues (as del med in the Resolution) and the other liens created by the Resolution for the benefit of the holders of the Refunded Bonds and shall be secured solely from the irrevocable deposit of U.S. Treasury obligations made by the County with U.S. Bank National Association, as Escrow Agent, in accordance with Section 27 of the Resolution. Further, the Refunded Series 2003 Bonds maturing on and after October 1, 2014 shall be redeemed, poor to their respective maurides, on October 1, 2013 (the "Series 2003 Redemption Date ") at a redemption price equal to 100% of the principal amount of each such Refunded Series 2003 Bond to be redeemed, together with interest aeemed thereon to the Series 2003 Redemption Date ]The Refunded Series 2003 Bonds maturing on October I, 2012 and 2013 shall be paid at maturity without premium.] The Refunded Series 2003 Bonds to be defeaved and redeemed are. Maturity Principal Interest (October 1) Amount Rate CUSIP No. Contra, the Refunded Series 2005 Bonds maturing on and after October 1, 2015 shall be redeemed, prior to their respective maturities, an October 1, 2014 (the "Series 2005 Redemption Date ") at a redemption price equal to 100% of the principal amount of each such Refunded Series 2005 Bond to be redeemed, together with interest seemed r. Packet Page 563- 10/25/2011 Item 10.B. thereon to the Series 2005 Redemption Date. [The Refunded Series 2005 Bonds maturing on October I, 2012, 2013 and 2014 shell be paid at maturity without premium The Refunded Series 2005 Bonds to be def sed and redeemed are: '_Maturity Principal Interest (October 1) Amount Rate CUSIP No. Packet Page -%4-