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Backup Documents 03/04/1997 R ~~:,f~,~i(;::~'..;:::.~" ,~::'~~;~.~~';:r;~: ~~~ ".':::::f#~ :!jf~' ,:.:~./_: '/':..:J, i~,.';:'..~.:4: . : ~ ~:. ~ :'..1'- .J~A:::-=:: ~ . ,.' '~-'~'.~. ~(;~, ..'} ~;.'.~_"~:.~':'. t:~:~..~::~:~:~l~',~;~;~ REGULAR Bee MEETING OF MARCH 4, 1997 .~.~.~; ~/j ;";"f:.~~~;':':'._'~ >~~~., :':~~~':j' :~~'.', ~~::'. ::. ~.~.<;.:~.~.: li.l'"~#'."~-J(.... J,.;,......; "p.. I'" ".f. ~ ,. . ,t. ~~:;l~~.t:.;/ :: i.j~j;:~:.:~~.:;~~: ~-.~~.:f.; :.~..".~.>;..,'.~. ...~:!'::. l.\.I"f"'~' #..; ~ ...,-'. f"'" '. ~. ~ . "'.. ' y ",' . "t ". ....:.. :'. . J'!..:- <I.,..'. I . :. '. ". ... ;'J L..,.,.. ....., ",~;'i~>-:;: ,>" ; :' ::.:}:r>~"}'.~~.f.~~.':\ 1 HApl., Deily Hewl Nllpl.., FL 33940 .f1idavit ~f PublIcation --------------------------------------------------.--------------------------- ao4RD OF COUNTY C07~ISSIOMERS F lHAACE !)EPT. - lfAfHY ARLOTTA PO BOX 41301t. ~APLES FL 34101-3016 - -". ". ~cfERE~Cf: 001230 57447413 -6OOOge COlLIER COUNTY OOARD Statll 01 Florida County 01 CollI~r Before t~ underal~ ftUthorlty, ~r'onelly appnr <Id B. lA1Ib, who Ofl (:Ie th uy a tlla t Ih1t act ""'"a a. t~ A..latent torporeta s.~r~t.ry 01 the ~l.. Deity HNI, . dlIHy ~r pubUat-,fId It Heplu, in Collier CoI6lty, FlOf'ide: tt-et tN .tt.~ copy 01 edwrt it i ng wel pub li 1INd in ...1 ~ n4N'~~ 00 detH l I Iud. Atfi~t ~urt'M!r uy' that th. ..Id /lepl.' OaHy ~. i. 8 ~r published Dt Kept.., I~ aaid CoHi.r CoI.rrty, florida, lIirlC that th4t ...td ~r ha. her-Hoforo 1:4'en ~onti~aly pUbli.h4td in &aId Coll~.r County, ~lorl~l, 'ac~ ~y and no. ~ ent~red II ~eoond cl.,. ..Il attltr at the jXlSt oHiclt In Naplea, in :.aid Coll ~er Co\a1ty, Florida, 10r e pericd of 1 Yler nnt pr.cedlng the 1irlt p,ltll i~tioo 01' the .tt.~ oooy of adv.rti~t; end .11i~t f'.lrthltr _II thllt hct h:Mll Mlth9r paid no,- pl'OllH-ed ..-ry- ~Ia\, 11M( or coporatlon arry dhcolJnt, rfJb.te, CClII'Iiuloo o.~ rr.'und for thoo po.l"lO~ of NCVring tllil advert1*-1t for pubi leat,.", in tlwt ..id ~,.. 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'r -:-,'::~-(';.~ :",.~( ~; '::;", '..>~~ '~.'.."(:''0 <"''::''''I-~-;. ~ ~':t<:7:':');:-.;';;;::" ..r;j ':'~'~\i;~.' i~~~~~g~r~fj;rt[ytW~~:(11::;;\~~;~~1r.:0~~:';~~{ii:[~:){';!it~~ ~;i;:i;;~tt~ ,l~fl~~ (. ftU5tJt_~ n.~MT~~ ~-:a~(~ . ~i\lr~~ . /JRfJ(KoCl>JlfTY~~J ~. ~I'tof~ kl EtM'~ ~ TedlnbllAcMwylloarl1 a. Rivtft lit. t"tlt CclUIr Ccwnty Ad Hoc ~ltH m ~ Pnlc&ss Fl'!f<lrm'~ Flrd Rmrl.~~, C. ~"'Jf.on ~~ ~e f>r~ldtP.elll:to fbM am m. (Comrn. Cor.stanllne) , O. Pt~JIl ~ I!lI u,er.,. COIn, Jeil R~ by the Co!Ver ~ FroWdlvit.,. Ullft. . ~1W\Vl c.-.... . ~i~~.l'".~:~ ~.on' ~ J:O!Icy. 1Ctm1!l1. em- ; 0'1', . ~TrrVT1I..~/.t OI'n;:as PUel.X CCW/€ It'T Ofo/ GF.HCRJ..L T"OPICS .. I ~. .tot..... t. t" ~... II...... .1",. .t,.. f>..:auc H€AA INC.5 WllL nl:: :-tAR:) IMMEOIA TEl Y FOLlOlMHG $;' AFF rTEMs .. . to .. 1 \ t . . . . ,I II . . . . 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Clldt ~ ~ ~1;:.r~ fHfrrtf d ~C)f ~ . ~ u.~!x.n (;I) R.,..J)tI~ rtj r.;JlriN.e U(ofl ~~oMl()r. rrx Co<,)e i::n1tlr~ C05<t t!Ou.~~ ~''''.M:I . :~""'~rr_ m Rettfr.rMl1r~. !\', ~ !o:V Ifl..V~J l'ot IIr.ol p!ot Q( 'V!llc1Qe1 ctf w~. ~'. {:) R,?m~~ /;l ~rr:r1 i!ro! o.;~lC(~ cof :to.e r.OO('twaf. 17~. ~, a.'Id I ~ ,;npr~ irK "It r.~~ DIcf vI ~i:"<:;f?c<<~ Drive ( a.MUc~s a. m ~~ CJl,'XI'):! (/r>jet /fe. ) :f) ;o.'1~ Erq:,~ ;,1\1 tIT ~1k"1ir~ IQ ~ &cl ! ~~ Pan . ~c;rt,.ton-d ;.oolffy. pi A.~~ ~~ Clra...... 1*12. io(; \"Vlf~ Or~r ii.:. ""!I'43P-FT.96--C wITh Wir.,.:n, ,~j!It"f. "CI1\');'! cr,c "'~ .tlC. :0 ::-rovY'.-e 1ICf\>in-; ':11(. ...7-.....ut.'r.r' :lt1!Qn ar.d cons1rudlon ~ 1llf livlt~ ~()O.j Pr:~ct Ho. ~ I, (..I: r!'J ~. {n ~'3t~ fly Elo7c ~~ ~ r~Jmbtri! :i1~ C,"";to:",~ flt~ CVot.: A>>oct.";:'\o., lJ;1 tJ }1,.<ev 'I()( !I>e ~1;J!no; C:"ht rt Cd'..oo.r ?N::r !'f rr..{-f!t" wifll ~ ~ We C0- rd. 14) ~~~ f{l!" 5fxy(! '00 ~. (l rt~M.l:1 .1'tIi f!>"d>N l:lio a Tr~ P'rojtd ~.' ~ .~q-t~ 'Aflt1 ~Jt' ~-.r.1.lo ~ "i T~I [FOOT) b' ~1;rf W~ CJl'lC i?~ eft C.R. ~ ~U~. :H eQ!1ierIo/1r.> 1M Hl>nch ram Line, .....i. C. PVBtK: 5&'Il'>_ > qi Ril:X:m!~ ftl(Jl !/"-'? 8o<J-d lli (~ C"'llr,Is!Jc~:; tMhcrlze ~.e (.Or.'ed!on t<I' 0 ;;O-~~...~ ~; to 0 ':~~ ~!f ftrvor a gr~ at $uodtr. Reo OO'd Pm. (2; RiX.c.mr:-~ tiel ~lf. Boorrj of Ux.7rv (tm'rml5~, ~ an 1*4or.:of - - ~'IMt ~ ~~..u Co<.'f:ty ~1 tt-., Ot-, '.t. E'vrgiad;!', fur m/nQr pert lnu~"f- Il'~ In EVfr~ C/iy!:; rcllli'r kf" (vll'!'! ,0:. n. s:.!!''f{\RT SE"RVY....c~ (i) i<eoxilr:'kndat'1l'ln lor ;he l.....'(;rJ fc, r..vnSI'~~r J S~!tl~i":".e11t ::rid Rt~ ro.^-~ctno II C~!tr Coorrtv Elr(.'ioyc.... " '....... E. C{KllfT'/ .'MNf,GE!<: (!; ~ Am<:roQrlffit fl!'.Xn. f.lY.)/.RO OF COI':NTy COMMj~JO"iERS G. .w:xELLANE(I(fS CO!:!RE~NCE (1) ~ rtr.r.s!<'l;:flt fa- Ret<<d \'tiff; Action 11!i ~~, t'?) C8iII'fCC'l! ~ ClJrr~ IEee MOTlOfj ~/zing fhf ChaIrman to slgn C&rtltt' ~.~ ~ ~ Ir.D- rolb ns Pfnenied by 1ht Prll')ll(t{ ~ oma, ~~.~ APPR~"AL .. k. Ona ~m.rrIOHt..l (lFFICF.R~ t CQUfrv ^ nOP.I~~' 17. ,V)JOORJ:I IH.;.~ 1 l"""'1t ~."~U"'1l1~tl...-~ ,: ,r ,; . I.'"...., . .:. .: #. ~. ,~'1'..',:= . "'" ...-.~. ~p~#.\ Oaily ~s Haples, FL 33940 A1f;4a~;t 01 P';Qli~~tion -- ---------- -----------. --------t-------------._____ I I I I I I<EFE'-OKE; 0C123O -7tr.237 I 57446897 HOTlre o~ P~SL1C ~FF I St.t~ 01 F lorid4. ! County 01 (l)1.l, er I &,1'01". the ~rBi\;'l<<l .t\Jt""rity, ~..t0'l4l')' ~r~ B. ~, whc on o.~h ~!~ th~t ~~~ a.r~~~ h t~ U::htDl'lt Corp'~rD':e 5c<;r"t"''''j o' al-i H:>plo.l ~:IlHf 1't1n<1, ~ dLHy ~r poMil"~ llt !bv,>lu, i in c..")ll.iotr ::our,ty, fl(,r1~: tI~<: l.fWI q?r;;cl~ ! ca:n of ~,.thjr~ It<'.s ;.oub\'~I~ in 'llli<1 I new~" ~ Cat" l ht<!d. A1'1icrt ~ur-th<<r NY' th.~ tl"M! uid ~.ple>< ll.oi I.y I lizva h . ~~r l)tlt.lh..~ ~t Hf4)l,", 1'1 uid Coll 11M" to'Jl'lty, flor;~, ,Ild ~het th<J Mloj I r~ hila he,.etofMe beolw: ~ti'lUOU.ly I published jn wid toll"ier Coon\)', FlOl"i~, eeen ! dI:y and h.u bNn mtt'N!d ~ s..cond ,lltll~ I!Ifj t I' ~t~ It tt. post office In H$pl.., in ..ld Collier eaart"f, Hodda, fOf" III r;:eriod of 1 YNr ! ~ ~i", the 1irlt pubUClrtloo o~ t~ : &tt~ ~ c1 adVertlseornt; ~ bfti&Ot i furtNr Ny1! tllort he Nr:1 ooith<2'r ~id nor ~r:lQ;'~1 IIIT'f p.ercon, 1;~ or CQpOr.tior, any d;:!tQ.Rlt. i rebaU:, Cl::lDiuioo Of" ,..,fl6'Ci ft)!' t~ po.I~ e.f I ~cu,.in:il thh advorthe","t for ptj"ll iuttioll in thol J.aid ~!'. I, fl&lSHEO ~: 03/'.R ~JtO O~ COO1fT'( ca9llSSlC>>1ERS flNAHCE DEPT. - r~TKY A~LOiTA ro EOX 4130'\6 IUlPUS FL 3J.1Q1-3016 AD SPIo.CE: F I~O Oft: J .?'SO HlOi 03/03/97 i I I I , -------.-----------. --,+---------- --.----.------- '..0 -J ." ::c: '..J ., > .., ;;:0 . -' \ - ':J z .. . ):> en m -- ~ ..... () :J: -- .,"7l CO . , .. .'" en ~ Si~t~r~ of Affi~t Sworn to and Soo'c~ibed t>>&for~ 1M: thia }J'-. ,Ja) of _:!!~'l...,..<:.i. 19:27 P~rsonally l:no..m by IK ./""\. 1: ';i (J _ }-CA!-..':- (........ ~~.J.:L___ J .-":,.......,.. /~~..~ Jdtt1~~ ~f :.~ f.AV ~f ~ EXPRs '>;~ . ~ I'tIIl:wy t9, ~"D:l "'I/r~~ llrJlalI TIIllIliQII '''''--''''1iIIl:. ~~_- f!ll,-",tiP~~__ .,............~__~...... -'___ _~ _..~~-".,,-.,~~~_.-,_.~~-..,....---,~._~...,..._....,-.....,_...-....----.....-->- ~_.~ -T [f --'.....IIl'lrJ;F~~...- --~-~..,-!8~-..-.- r ,.....----- -- -....--r. CQI..T..ID COO'!n'Y BOAJ\D O~C~8a+mfDJl AC3NDA Tu..dAy, March ~, 1997 9:00 a.m. NOTICE s ALL PDSOJlS W!SiU!IO 'l'O SPXAK o. .Mrf A.QDDA I'tEH iWn UOISTD. PRIOR 'l"O SPNUaNG. ~s TO I.DDRlUJS 'I'D BOARD ON ~CTS waJ:C'B A!tS tZOT OR '!'Er8 AaBRDA IroST BE 8UBlnT'l'KD DJ WR.I:'rDfQ ta'1'B nPI.lJIATIOl'J TO '1'lD!I: CCU1IITY ~ AT L:AS'1' 13 DAYS PJtIOa TO 'l"AZ :DAn: OJ' 'rJm lImZTI~ Am} W1:LL BJ: H1QJU) mtrJZP. -PUBLIC p~rTIONS.. ANT PERBOlIt MHO DZCIDKS TO .APPEAL A OltCISIOR 01" '1'1IIS BOARD laLL IlZED A i:U:CORD 01' THE PR()CJCXDIJlIUB PD'l'AnnJiiIG ~. Am) 'I'B'JaUD'ORIC !fAY U1~ TO 1D1Erol\1: ~T A V1maATnI R%CORO Of' TI!J: PROCXlmlOOS ISiUUlI:. WInCH ~ORD DiCL~ 'rm: 'l'BSTDfONY AND ~~Y':.fC UPO. KBICE Tn.: ~...PPZAL :IS TO BB BASED. AI.:. UGIS~ PUBLIC 8P~ WILL n LIXI'l'J:D TO rIVE ( 5 ) lUmUT,Il;S UIItoESS PDXtSSI01If J'Ol\ AODI'1'IOIQL no IS G.laR"l'lm BY '1'D CBAl:JlXAU. ASSlSTZD Ll:STDlD.i1Q DZV:ICZa FOR 'L'm: ~ IXPJUJt.I:D ARB AVAILABLZ IW TJm COO1r1'Y COIOO:S8:!.OUlUt' OnICJ: LUNC:II ~SS S~1...I:O 70R 1:<1: 00 l.IkX:r.:l '1'0 1: 00 P.M. .1BYQACATIOIf ~ 0., l\.\'-Tr'l!fnIJ\HC;I Al1~JWP. COlil3~~;', ~rAQVAL 01' IUliIl.LUi.i. February 11, 19~7 - Regular meeting. i1 A. ZX~-tiQla (l) Proclamation expressing gra~itude ~nd appreciation to the officers. directors, m~mbel.s and volunte-ers of 1 March 4, i997 . ....._...,......___....._J'T,~__._____,_'.--.__ _.,.___., ._. Approved and/or J wi th changes (Commissioner Const out) Approved as present (Comnissioner Const out) J..dopted ~ / 0 -_. -~.- .'.........---,----____....,"_..-_~....__.._._o_., '(',~,~:; ,y . .. '" 'c'.. ...:,:.': l."'-<~',:.".';.'::.:> /:',~ . .~.,:/:.,~.;.~. " .,:.1, '.':';:.<'~.:'.::;'.:~ij,;;:;. the Friends of ~he Museum of the Everglades. accepted by Paulene Reeves, Preside~t of the of the Museum of the Everglades. To be Friends {2 } Proclamatio:1 proclaiming Tue5day, Rot.ary Inter:1ational Group Study To be accepted by Mike Davis. March 4, 1997 as Exchange Team Day. (3 ) Proclamation proclaiming March 9 East Naples ConaCluni ty Park Week. - 15 as Friends of. (4) Prcclamation proclaiming March 9 .. 15 as Friends of Vineyards COmMunity Park Week. is) Procl~mation proclaiming March as Collier County Parks and Recreat.ion Month. To be accepted by MarIn Rarr~ey, D~rector of Parks and Recreation. ~ntiDUed to 3/11/97 (6) Proclamation proclaiming March 'j - IS as Friends of Bar~foot Beach Week. Y..-d (7) Presentation to Skip Camp for his service as Acting Parks and Recreation Direct.or wr.ile still maintaining his position as Facilities Manag~ment Director, B. ~ic. Aya~ Carrie Morningstar - EMS - 5 yenrs C. ~.~tat~ Ii. ~ 07 CLaRT.' S RXPOJtT A.. AJaLT8IB or CXJUOGlXS TO JUCBDWB roil. CORTDP'R:lICDUJ 1. General Fund r001) 2. Commlli,ity Development Fund (113) 3. Facilities Constru~tion Fund (301\ 1. ~:IC PETI'I'IQRS !ll~tGd A. Willia:n W. Thomas regarding an EMS impact fee n~iund (Continued from the 2/18/97 meeting) . B. Dede poeltl, President .. ColI ier COlli,ty Medical Society Alliance requesting a waiver of permit fee for the Second Anr,ual Women's Health Weer.. e. COU!ftT rlAJDaZR' Q !tDO:R'1' A. cor.IIm1tt'l'Y DJ:'I1ELOPKaI!'r ,. ltIlVDI.O-lM'l'AL BJ:RV:lCXll 2 March 4, 1997 Adopted 5/0 Adopted 5/0 Adopted 5/0 JI.dopted 5/0 Cootinu.d to 3/111! Pr€,sented Presented n.l.ted Staff directed t, thE! permi t fee - C. . ..,...i:...'.~. /. ~ _"..., .~ ;. ..; .~tl,l! '. . l ,: ..... ," :. . '''.1'"" ~~."~ ',." ~ ~)~ '~~. .;.t.1' _,.- ',:' , .'..... ~';, (1) Staff review and reco~'endationg relative to Ordinance 90-79, as amended, also known as The Heron Lake HTD which, according to the required ?UD Status Report 5:J.bmitted by r.he prOD'2rt.y o'Nner/agent, has not corranenced construction as defined in Section 2.7.].4. of the Coll ier County Land Development Code, resulting 1n several possible courses of action for the Board of Cour.ty Commissioners to consider. (2) Staff re';iew and reo::ommendations relative to Ordina.nce 88-B3, as aIno:.::nded, also ;':nown as The Naples Golf Est-ates PUD which, according to the required PUD Status Report submitted by the property owner/3gent, has not commenced construction as defined in Section 2.7.1.4 of the Collier County Land Development Code, resulting 1n several possible courses of action for the Board of County Commissioners to consider. (3) Verbal report by staff em hazi:lrdous conditions in the lake <".rea Jr..nowTI as Ayali:l Lake in Sec. 4, T4-', R29. (Continued from the meeting of 2/4/97) PVBL~~ ~~~ ~QRT BnVJ:~li ~ MANAGER QW.l'Y AT'fOIUmY'S RZ~ ~..iB.1QDRU. P.ppoint:nent of member to Environmental Pol icy Technica 1 Adviso~"y Board. Review of the Collier County Ad Hoc Committee on Budget Process RefoIlr,' 5 Final Repol:t. (Cornm. Hancock) Resolution opposing legislative enactment of House Bill 207. (Comm. Constantine) Presentation of the Collier County Jai 1 Report by the Collier Count.y productivi.ty Committee. (Comm. Berry) 3 Harch 4, 1997 R<:!s. year 5/0 97-151 granting extension Adol Res. year 5/0 97-152 granting extens ion Adol Presented Res. 97-153 Wi. 11 i am E . J. Adopted 5/0 appoi.n McKinn( Presented; Staff to implement Nos. of the report as po li cy - 5 I 0 dire 2 a bu Res. 97-154 - Adopted Committee to Contin1J.1 work with Interim Cc Han~ger and Staff to at implementing a enforcement impact without an increase tc ne.", homebuyer by wa; future impact fee ~ ~~~..~JrI~~...:w,....,.__.. ...........-'.............~-_~,~ o\~WIIF.)._r ~~ ...-.-..---..,....,.... - .-'""~-.........~......"..,...-""\.---.~'."..,..~~..9!1''-~ :'~:i~~'~.~j?~;:.:,~~'" ,:>.;;:: .-.",: :' .~> . ;...:.....' .~/ ,. .....; :: '.;~.:{ ~. ... .... ,- 'f. ,//:; . >.,. ,>. '1.,:-.;>.' ,.~:,<;;..: :'.: .> ','; .<. ::.~:/':'>'.:< ~i.<::~:f;~~\~ E. Discl.1ssion of the BOClrd at County Commissioners' lobbyinq policy. (Cor.m. Constantine) Wed. F. f'Jnding of Haples Landing Discussion regarding (Commissioner Constantine) Mad G. Discussion of Off Shore Oil ExploriitiO:1 and Drilling (Commissioner Mac'Kie) Clr"..ed H. Discussion regCl.:=ding pal.king and public boat. 'ca.!nps at. Chokoloskee (Commissioner Be=ry) .1. ~.c.05R'l'I 'l"C'l'I.2UJ........2lZIaBS. i!JI.&.~J:QlQfI4R1' ON ~1-Qli.CB :ft1DL'IC HUlUnGIJ W1:LL me 1mAJU) noaDXAT'KLT I'OLLOWrlfG ST1t.lT I'r'IXS t2. A~"TIcr.:t.a)ro PUlSt.:IC ~tf211-=_-X~ lL l~ .~ B. ~ ,. '-. ~ 13. ~..l_~...DlJ& A.. ~T:rZZD PUllLIC H:EAtl1.:WS lS. ~ 14. ~..l'~QD&fl.' COillKOlII:ICA"r:t9l1i 15. B~~ 16. ~ Al.l .....tt..r. li.t~ u114C1r thia it.. ar.. cOtUli~red to b4I routine and action rill ~ takan by one aotion wit.b.oQt ..~.t6 diGCUJlalon of ..ch it_. :If di8CU..ion i. desired by . ~r of .....M Board, that it_(II) will b4I rCllllOVed fro-. 4 March 4, 1997 reductions. No action. Discussed Res. 97-155 - opposing off shore oil exploration and drilling - Adopted S/O Discussed Approved andlor Adopt.ed wi th changes 4 I 0 (Cort'l't\issioncr Const.antine out) ""~ar~ ~' - '~n-'--' -'l1rna --.~---M_'~rIJl -- r-- th. Con. ant Agenda and con.id.red 8eparately. A. ~TY DZVELC~ DV'IRO!JDQ:IrrAL SDVIaB (1) Recommendation ~hat the Bo~rd of County Commissioners authorize the Chairman to sign the application for the Florida Department of Environmentc!l Protec~ion artificial reef grant for the hrti ficial Reef Program of CoIL ier COU:lty. (2) Recol!U'l\endation to approve Li p-n Resolution for Code Enforcement Cfise No. 6081.9-079; O"''T1c:r of record - Jose Luis Catete, Lucila Catete. (3) Recommendation to approve U en Resolutio:1 for Code Enforcement Case No. 60920-022; o'..;ner of record - Delio G. Condomind, Jose M. Condomina. (4) Recorr.rnenda,:ion to app;:-ove ~ien ?esolution :or Code Enforcement Case No. 611 c: 4 -114; uwner of .::-ecord - Mi.:non Baron. (5) Recommend.ation to approve :'ien Resol'.ltion for Code Snfc,rcement Case No. 61107-060; U,.lT'.el of record - Lloyd G. Sheehan. (6) Recommendation to approve Lien KE!solutioo for Code Enforcement Case No. 61016-055; o....'T1er of record .. Lloyd G. Sheehan, Tr. (7) RecolT'.:nendation to appro\'e Ln recording the f ina 1 plat of 'Villages of \'lynd.emere". (8) Recommp.odation to grant final roadway, drainage, water, and se....er final plat of "Northbrooke Drive". of tor the the acceptance improvements :a. ~~.l.l".a (2.\ l\pprove Change Order ~o. 2 to Johnsor. Engineering for modifications to the East Naples Park Skateboard Fac:ilit:y. (2) Approve Change Order No.2 to Work Order No. 1fllffiP-FT"96-4 ',."ith Wilson, Miller, Barton and Peek Inc. to provide lighting and signalizat5.an design and construction plans for Livingston Road Project No. 60061. erE No. 53. (3) Request for Board approval to reimburse the Coconut River Civic A.!.lsociation up to $2.500 for the dredging outlet of Coconut River at junction with main Golden Gate 5 March 4, 1997 --- .--- '~11- r -- Res. 97-144 Fes. 97-145 Fes. 97-146 Res. 97-14'1 Res. 97-148 iJith construction & ~air.tenance Agreement anc Stipulations Fes. 97-149 In the amount of $12,440 In the amount of $44,860 ~L.u.-1JIt~____~__...'~,.___..._~_. _ ~-~.._._-jIIf;IJi__ .........-.......,..,_4_.~~._.~_~~~ :~;-'.i';.~::~,>;:'~~(.',":. I' .....!/;:> )~:'i. ".;:/<'''~;',.:'.:!.~.:'' ,,' ,'. ',.'.~ ;'. ": " '. .:.-' ( :: '.;'.:":. ~..::..::, .:/:::':;::.'.~?~i., Canal. (4) Request for Board to adopt a Resolution and enter into a Transportation Project Maintenance Agreement with the Florida Department of Transpor~a~ion (FOOT) for Roadway Widening and Resurfacing on C.R. 846 from S.R. 29 easterly to the ~endry County Line, Res. 97-150 C. PUBLIC snv:rO:B (1) Recommendation that the Board of Coun~y Corr:missioners authorize the correction of a scrivener's error tv a construction agreement favor a grandstand at Sugden Regional Park. (:t) Recommendation that the Board of County Comrl1issioner::. approve an inter-local agreement bet~een Collier County a::1.d the City of Everglades for minor pari< i.mprovements in ~Jerglades City in return for County us~. D. BUPPOp,.T BDVI:CXfJ (1) Recommendation for th-= Board c-O ::/:ll1sider a Settlemcilt ,=.nd Release regarding a Collier COlmty Employee, :&. CQtn.""n~ (1) Budget Amendment Report. BA 97-165; 97-171; 97-172; and 97-181 :F. aQARD 0., CO'C7N'1'Y COJDIISBION:QB G. KI8C1rU.un~nns CO~SPQ9DDG.B (1) Miscellaneous Ite~~ to File_for Record with Action as Uli..e~d . (2) ~~icate of CQUectiQo: NEED MO'IION authorizing the ChairIT~n to sign Certificate of Corrvction to the tax rolls as presented by the Property Appraiser's Office. RECOMMB1ID APPROVAL, B. QTIID. CODSTITtI'1'IO~ OFJ:'~CD.2 I. C~JOO:X L7. AN9~ 6 March 4. 1997 AGENDA CHANGES BOARD OF COUNTY COMMISSIONERS' MEETING MARCH 4, 1997 DELETE: ITEM 7 (A) - WILLIAM It/. THOMAS REGARDING AN EMS IMPACT FEE REFUND. (?E'rrTIONER' S REQUEST). ADD: ITEM 10(1") -DISCUSSION REGARDING FUNDING OF NAPLES LANDING (COMMISSIONER CONS'fAl.J"TINE) . .ADD: ITEM 10(G) - DISCUSSION OF OFF SHOP.E OIL EXPLOR.li.TION AND m~ILLING (COMHISSIONER HAC' KIE) . CONTIlIDE: ITEM 5 (A) (6) TO 3/1.1 MEETING: PROCLAMATION ?ROCLAIMING MARCH 9 - 15 A.S FRIENDS OF BAREFOOT BEACH WEEK. r~-::; ~~~ ,l~\ :";' -~j~l~, ..~,'I-".:o;.;\' :,'l:(-~''''~ ,:of,.' _.r.,'l'; :.f')~'( il >, .;",0,11')" ~t~ ,~l~~.~ '/-:';,~ :%':I',j ,.(o.,;>,..J..,'~~r'- ;ff)iXt1~~~ ~~~~(;-:~~l;{';; ;;:t (z~tJ~ :.'.',::', :.::- ~~~:. ~';.'''.}: . .<f:.+:'./': ~~f~ , '/ ~.' " ;:.;. ...... ,". ~~~!.-":. '. 'tt)~ 1;- ..,~_::'). ~v.~}!);t. ':~ij,~~}i~ t&;;.~:t: , .,.".,..:1i .,:-;t..'-,tiY~ r;.,~..t{f:.., PROCLAMATION 5 A 1 WHEREAS, the Friends of the Museum of the Everglades has played a si&.jicant role in preserving the hlztory a/Collier Covnty's early growth and developrm,..t; and WHEREAS, since 1.992. the Friends have actively wor~d to re.flare the Everglades City laundry In.:t1dfng. 0 de5ignated F70rlda historic landmark and OM of the frw remaining ~tructure.t bv.f!t by Barron Gift Collier; and W1IE.REAS, fhe Frfe1".ds have col/f!cred and pledged over S55, 000 in gifts ofmor.ey. time and materials to restare the laundry to serve as a regional history museum and a Jarring remir.dzr of Collier COUlIIy '.1 founding in 1923; and t;~t1~~~. II ;~~',.r'1 fi I.'",. ,_. J;:;<.{j:,- Jii~ ,ihr,.t:"., -!.~'I~"?'1': ~l'~~'~~.' :Jf~~?~ ";~,.,,,.. >~.~'if ,1;.rf(\ WHEREAS, in parr,..ership with Coll/u County Government, in 1996 the Friends were instrumental in securing a Special Category Historic Preurvation grant of $360,901 for the project from the Florida DefX1111nrnl of ['.tate; and W"rlEllEAS, Wllunteers an important part of t. ioners of Collier extended to the tM Mwetm'l of the to ensure that the ibJy cared for e ,~~~ ~I s:> 7"r ~s: ~rn e7\l mtf) o ;~ z- Qr ~C} -n - "z ~G) ~> ~7J --J\) ~:r: ~- u,rrl ~~ 0:0 Ulm ~z mo -i< OJ)> 5-1 )>- 00 ~z ~(J) m-t ~o :0-1 Ci):I: ~m m~ oc: ~(J) -m ;TIc ~3: 00 )>11 -i :r; m m 11< mm OJ:D ~C) ~~ ....0 <.om ~(f) ~)>~ m ~<Ilo~ \ ..~. ~-'..~"...."1'\ ! : C:"~~U'" ...., I I :-f-LLL . I ;- _-D.T:, ~ I Il'-~":_- 1 I ;:.':-..-,:_...:_L. I 1:~.1LLL ,~E . , r:.:.r:.LrL = , *--~~ . ..__ - - *... .~~. "n " ,~~._, . -E~' -;-;-~;'1 ;~' , III ., _. ,i, ~)i." . '_d_ -- _ _ ,I: ;1 '''''""'''T1F'..''~' " , !:~.~_~~I~_:_~~::'_.G:/ 'I'=:III:T"':': ;: I' "I:'W.'~!. , '11-+ ,~, :: ~:~z:::='. II'r~:::J 'I . ::.81(:\ I t...._.__......\ ~ ~ ; i I ~ ~ s f~ \ :f ~lt;; ~~i i! ~ ! p. '-Is. ~fQ- 1~ '" ~ ~ ~l.. ~ a~' . c; i ~ ~ : r II \. :' ~:IfB f. z t j ~ , F~.'~...... . {fiHi~' : '7';r;.-....'1i . 'I:: : ! , ;,' 1:1' . " , , -r f i f j ./ I I I \J1 )::ao ..- ~_"'-"-""_-"""'''_J__''''_'_ __~__.~__________ f :f j tJ'() f 1~ It ~I f Htl f ~ r-> ~I J H q i r Ii! " ~~ a ii' l ~ r ~rn I I z7i) , / I ~CJ) / // I / ~rrl z- ell PC} ." - r-z ~G) -> 8~ C!l:t: ~- IJ, ~ ~~ 1 1m, iiiii .....:D 1'1" ~m Ilili "1 ~z i)!u mo '1111 ~< ill:1 ~)> 11,1 III!I 0-1 ::i1: )>- 00 !illl ~z ij!l -<en II!I II; ~d :Il-f G)::t ~m rn3: QC ~CJ) -m ~c: 03: :Il 00 >" -f :x: m m " -n< \ \ mm \ V1 OJ:o \ , \ II" " ~C) , f 11'1 f :::t> ~~ \ f 1 i \ .. f ill j l(.j ...0 f f f Jl f 1'1 ........ ~m f i I j! 1 .. -.J(f) I I f r I .. ...."'.. .~,,~., !ll>~ 1 '" ~Cll~ I I ==lJ ~)=~ ~ ~ ~ . ~ ==4 I(/f 1"\ ~ V1 > ...... . . . . ' ... , ," ',~ :- . 'I 'II . . ' , .~ , .' f a . --:11 --V PROCLAMA nON 5 A 2 WHEREAS, we welcome the Rotary InternatioMI Group Study Exchange Team from Rotary Infernational District 2140 Sweden to Collier County, F7orida; and WHEREAS, the Rotary Foundation of Rotary IntematioMI Group Study Exchange Program. has .refit to us a team of foUT professioMu who are visiting Collier County to study OUT institutions and ways of life; and WHEREAS, tM team members will auo observe the practice of their own professions and exchange ideas; and WHEREAS, the team is able to persoMlly experience family lifestyles as they are hosted by Rotary Clubs of Collier County and given accommodations in local homes; and WHEREAS, the Rotary Foundation is a nonprofit corporation supporled by Rotarians and otMrs worldwide. lIs objective is the achievement of world understanding and NOW THEREFORE, be il pr PROCLAMA. T/O~ 5 A .3 WHEREAS, the Friends of East Naples Community Parle are an integral part of the Collier County Parks System; and WHEREAS, during the past year, the East Naples Friends organization has supplied $2,800 in revenue; and WHEREA.S, this money will be distributrd to park improvements and program scholarships for children; and WHEREAS, the Friends have run various special events such as the East Naples Community Celebration; and WHEREAS, the Friends of East Naples Community Park have supplied the Park with over 1,000 hours of service; and WHEREAS, the East Naples Friends have pledged to continue this endeavor of enrichment of 'he East Naples Community; and WHEREAS, WHEREAS, rs of Collier to the membership I partnership unity. It is estment in our commitment to ch (j/h_15th be DONE AND ORDERl:.7) 7: F COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA 7~~~~ rtMorn . HANCOCK, AICP, CHAlRMAN PRO CL A. M A. T 10 fI{ 5 A 4 WHEREAS, the Friends of Vineyards Community Parle are an integral part of the Collier Counly Parks System; aM WHEREAS, during the part two years, the Friends organization has raised and donated $3,790 to the Recreation Program of Collier County; and 111lEREAs, this money is set aside for Vineyards Community Parle improvements; and WHEREAS, the Friends have Qrganized and provided several special events, such as the 4th of July Bash, the Lippizon Stallion Show, and Rudolph Lights Up the Night program; and WHEREAS, the Friends of the Parle at Vineyards Community Park have a regular membership of five members with many additional VOlunteers; and WHEREAS, the program of event.r and quality of parle service would he reduced without their efJort.r. NOW THEREFORE, be il proc/~ . Cvunty, Flor.. members!.. Parlefi ofP i Commissioners o/Collier iation is extended to the Vineyards Community nd e::z:temal customers es are an We, the Board of quality Paries and proclaiming f../1 0 C LAMA 1: LQ.Ji 5 A 5 I WHEREAS, on February 22. /972, the Collier County Board of County Commissioners eSlablished a Department of Parler and Recreation 10 offer recreational facilities and programs for residents and visitors 10 Collier County; and WHEREAS, February 22. 1997, IUJs marked the 25th year of tire County Parler and Recreation :;ervice to our community; and WHERF-AS, this year over fiv/' million visitors and re.ridents visited and utilized Ihe recreational.lacilities and parks in Collier COWlty; and WHERF-AS, the current County Parks Department provides over 400 acres of community parle lands and includes over 700 acres in its Regional Parle Land Inventory; and WHEREAS, the Collier County Parks and Recreation Department has made progress in providing parks and recreation to the public in the past 25 years; and WHEREAS, residenls and visitors to beaches. and to Counly Par _ 1 8 A 1 RESOLUTION 97- 151 A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, PURSUANT TO SECTION 2.7.3.4 OF THE cor,LIEF COUNTY LAND DEVELOPMENT CODE AFFECTING ORDINANCE 90-79 ALSO KNOrm AS HERON LAKE PUD, EXTENDING THE CURRENT PUD APPROVAL TO MARCH 4, 1999; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Heron Lake PU~, Ordinance 83-47 adopted on September 6, 1983, is subject to the provisions of Section 2.7.3.4., of the Land Development Code (LDC) , Time Limits for Approved P~~ Zoning Districts together with their respective Master Plans; and WHEREAS, the PUD was adopted consistent with and under the provisions of the Collier County Growth Management Plan; and WHEREAS, the Board of County Commissioners has reviewed the PUD and has determined to extend the current PUD Zoning for two years, until March 4, 1999; and NOW, THEREFORE BE IT RESOLVED, by the Board of Zoning Appeals of Collier County, Florida that: 1. The above recitals are adopted herein by reference as if fully set forth herein. 2. This Resolution shall constitute evidence of compliance with the review requirements of Section 2.7.3.4 of the LOC. 3. Pursuant to said section of the LOC, the current PUD approval is hereby extended to March 4, 1999; at the end of which time the owner shall submit to the procedures in LDC Section 2.7.3.4. This Resolution shall r~come effective immediately upon its approval. BE IT FURTHER RESOLVED that this ReSOlution be recorded in the minutes of this Board and in the records of the Petition for which the extension is granted. -1- 8 -A 1 1 vote. This Resolution adopted after motion, ~econd and majority Done this <.~./ ---;;r ,'..,.\. - ....:~... ,,' ,;:0..;. ATTEST: "' _ ?' ~" DWIGHT E. B.~9~, CLERK : ., '1. _ . ..- '. - . , ) \ "<, '/'?J ;//;( ".\-~, ~I /' ../ /" :...,-...,~::,~~ - , APP~vID 'AfTO FORM AND LEGAL .. . '.' " "1. I'....'.' ?n~ Tn /11;Ji(.d MARJ IE K. STUD NT ASSISTANT COUNTY ATTORNEY f/Heron Lake PUD/ day of //-1:2, ~ , 1997. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ~~~ T MOTHY . HAN OC , CHAIRMAN SUFFICIENCY: -2- h 8 ~ 2 RESOLUTION 97- 152 A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIBR COUNTY, FLORIDA, PURSUAKc TO SECTION 2.7.3.4 OF THE COLLIER COUNTY LAND DEVELO~~ENT CODE AFFECTING ORDINANCE 88-83 ALSO KNOWN AS NAPLES GOLF ESTATES PUD, EXTENDING THE CURRENT PUD APPROVAL TO MARCH 4, 1999; AND PROVIDING ~~ EFFECTIVE DATE. WHEREAS, the Naples Golf Estates PUD, Ordinance 88-83 adopted on October 25, 1988, 1S subject to the prov1sions of Section 2.7.3.4., of the Land Development Code (LOC), Time Limits for Approved PUD Zoning Di.strlcts together with the1r respective Master Plans; and WHEREAS, the PUD was ad::Jptea CC:;Slstent w1th and under the provisions of the Collier C:ou~ty Growth Management Plan; and WHEREAS, the Board of County Corr~issioners has reviewed the PUD and has determl~ed to exteud the current PUD Zoning for two ye~rs. until March 4, 1999; ~nd NOW, THEREFOPE BE IT PE3CLVED, by the Board of Zoning Appeals of Collier County, Florlda toat: 1. The above recitals are adopted herein by reference as if fully set forth herein. 2. This Resolution shall constitute evidence of compliance with the review requirements of Section 2.7.3.4 of the LDC. 3. Pursuant to said section of the LOC, the current PUD approval is hereby extended to March 4, 1999; at the end of which time the owner shall submit to the procedures in LDC Section 2.7.3.4. This Resolution shall become effective immediately upon its approval. BE IT FURTHER RESOLVED that this Resolution be recorded in the minutes of this Board and in the records of the Petition for which the extension is granted. -1- 8 ~ 2 ~ This Resolution adopted after motIon, second and majority vote. Done thIS .'A ~/ 'J day of --,-"///2 t.// , 1997. BO&~D OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA .', ,~' . " :'. ", '" .' ATTEST:" ...\('.., 1:MIGHT E:'c:'BROCK, CLERK . r";,;.... ......' '_ .' . ./ /' /<1 .~"" FO~~ AND LEGAL SUFFICIENCY: , . , ~~:~~UD~,ut ASSISTAN.r COUNTY ATTORNEY !/Naples Gol! E.,ta.t~!o P"JO/ -2- 1 OA RESOLUTION NO. 9"1-153 A RESOLUTION APPOINTING WILLIAM F_ J. MC KJNNEY TO THE COLLIER COUNTY ENVIRONMENT AL POLICY TECHNICAL ADVISORY BOARD. WHEREAS, Collier County Ordinance No. 91-26 creating the Collier Couory Environmental Policy Technical Advisory Boan! provides that the Board s.halJ coasisI of aiDe (9) members; and 'W1iEREAS. the Board of County Commissioners, on June 18, 1991. .adoplcd Cofbcr County Ordinance No. 9J -46 which amends Ordinance No. 91-26 by ~-1diag char !be Cofbcr County Environmental Policy Technical Advisory Board shaJl c:onslst of dc:Ycn (II) lDC:UIbcn:. and WHEREAS, there are currently a vacancy on this Board; and WHEREAS, the Board of County Commissioners ~Iy provided public notice soliciting applications from interested panics; NOW, THEREFORE, BE IT RES0L YED BY THE BOARD OF COtJ'1'cTY COMMISSIONERS OF COLLIER COl..J1'.'TY. FLORIDA, that William E. J. Mc Kinney meet~ the prerequisites for appomtrnent and is hereby appointed to the Collier County Environmental Policy Technical Ad'visory Board to fill the rzmainder of the vacant term, said term to expire on September 30, 2000. This Resolution adoptC'..d after motion, set'..ond and majority vote. DATED: March 4,1997 ATTEST: DWIGHT E. B~OCK. CLERK BOARD OF COUNTY COMMISSIONeRS COLLIER COUNTY, FLORIDA " By ~/~/ TIMOTHY . ANCOCK., CHAIRMAN . ~~~/~/, ,/ :Y~4/ / . " , . Approved as to 10m and . legal suffici~'Cy: ~~/ David C. Weigel County Attorney OCWIkn -----_.....~_.~._._~.- .-- ..- --~-- ~ .....-. -~..~-_.,"-_._-_.._------ 1 oc RRSOLOTIOH BO. 17- 154 RESOLUTION OF THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS OPPOSING THE LEGISLATIVE ENACTMENT OF HOUSE BILL 207, REDEFINING THE TERM "CREDITABLE S~~VICE" TO EXCLUDE SERVICE AS A PART-TIME ELECTED OFFICIAL AND DELETING REFERENCE TO PART-TIME ELECTED OFFICIALS FROM THE MEMBERSHIP CLASS OF ELECTED STJl.TE AND COUNTY OFFICERS. WHEREAS, the Board ot County Commissioners of Collier County, florida, recognizes that the elective positions of county co..issioner or school board member in Collier County is a deaanding, essential and full-time job; and WHEREAS, the Board of County Commissioners of Collier County opposes redefining the term "creditable service" as provided in House Bill 207. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, thllt: 1) The Board of County Commissioners of Collier Co~nty, Florida, strongly opposes the enactment of House Bill 207. 2) The Board of County Commissioners of Collier County, Florida, tinds that the county commissioners and school board members in Collier County serve in a demanding, essential and full-time position to fulfill statutory and state-mandated duties and provide services to the citizens ot Collier County. J) A certified copy of this Resolution be sent to each member of the Collier County Legislative Delegation and Representative Ziebarth. . This Resolution adopted this ..;;.'T/( day of March, 1997, after ........', motio.n,'."s~cond and unanimous ~ ' 't .(. ~, .... ,,' ATTEST:...:). . . ,mo/IGHT E...B~OCK, CLERK vote. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ..... B",~~ TIMOTH . HANCOCK, CHAIRMAN )-# - ~ . . . .' ~~/b/_--:-~/IrlT/ . \ .1 ;I ..' ( . 'APJ?rove~ as to form and legaT"sufficiency: ~~~({ufl- Dav1d C. We ~ County Attorney ~:, .J., ,:,.. t':':'.',.:, ~,.. ,': .,' ..... <..'. . ::~ .... ..~ ,'" >-., "",', ,,',. , ' .,. 1 oe .., COlliER COUNTY DAVID C, WEIGEL COllIER COUNTY ATTORNEY 33011crni<:rni lrcj East Naples. RolIda 34112-4902 ~"l9: (941) 77 4-8400 FAX: (941) 77 4-Q225 Held F. Ashton Ranro Ma'lOlIch Shk\eV Jecn McEachern 'lhomos C, Pdrner MIChael W. PeIttt MorjorIe M. Student March 11,1997 Senator Fred R. Dudley Senate District 25 313 Senate Office Building Tallahassee, Florida 32399- 1100 Re: Collier County Board of County Commissioners Resolution No 97-1 S4 Opposing House Bill 207, redefining the term "Creditable Service" Dear Senator Dudley TIle Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No 97-154 opposing House Bill 207, redefining the term ....creditable service" to exclude service as a part-time elected official and deleting reference to part- time elected officials from the membership class of ele<..1ed state and county officers, Attache<: is a certified copy of Collier County Resolution No 97-154 opposing the enactment of House Bill 207 during the 1997 Legislative Session If you have any questions regarding the attached Re50iution or wish to discuss this matter, please contact me or the County Commissioners Sincerely, ~ David C. Weigel County Attorney DCW/esc Attachment cc: Board of County Commissioners aerk to the Board ':~':'.:~"~.,,::;: ......,......t.~,~L' ...\'.,r.,'."~... ::~ 4.".1, :..'.,.... ":,- ,':;-,'.',,""t'.: '. . "-."~,~';)" ...., i~/;~;::~~J;;,~;::'''L.~{:..~.~.~/.'...::~;;r>,:~~:..';,::-1::'.:.:.;<~'..~,.'/,"~:. ..,.': .... ;.. - .....:..,. . 1 DC J€;\ COLLIER COUNTY ~~l DAW> C. WEfGEl COUJER ccunv ATT~ 3301 TomIorr.l Trdl East ~ Florida 34112-4902 ~: (941) 77 4-8400 ~(941J77~225 Held F. Ash10n RcmiO Mor"dch Shi'.ev ..JecI') McEochElm ThomaS C. Pc*nar MchoeI w. PeIllt Majorie M. Student March 11. 1997 Senator Kenneth C Jenne Senate District 29 211 Senate Office Building Tallahassee, Florida 32399-1100 Re: Collier County Board of County Commissioners Resolution No 97-154 Opposing House Bill 207 ~ redefining the term "Creditable Service" Dear Senator Jenne: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No 97-154 opposing House Bill 207, redefining the term "creditable service" to exclude service as a part-time elected official and deleting reference to part- time elected officials from the membership class of elected state and county officers Attache(j is a certified copy of Collier County Re~lution No. 97-154 opposing the enactment of House Bill 207 during the 1997 Legislative Session If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincerdy. ~~~4 e. -0.. ~ '. ~ ~ David C. Weigel v~- County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board ~~_n fi.____.. ~~u_ "~.___ f111...._.._._._-,.~-~.- , ., . "-, . .. ," . .,. .~ . . . --L..h. l~l ,......:,:~ ";~' :~....:"".,.,,,,;.~f.:, '~'r:. :~"';l"'~::'.'~'" .., :....;.l..:::,'::~ ~~:.l... :",::'~ .- I '. .::. t 1 DC COlliER COUNTY DA.V1O C. WEIGEL COll.ER COlMY ATIC0lEY 3.30 1 krnlcrnl 1101 East ~ FbrIdo 34112-4902 Teephooe: (941) 774-8400 r~(941)77AH)225 HelcI F. Ashton Rcrnio McJ"dch ShiteV .leal McEochem Thcmas C. Pc*ner Mchoel W. PellIt MajorIe M. S1udent March 11. 1997 Representative Luis E. Rojas Representative District 102 1302 The Capitol Tallahassee, Florida 32399 Re: Collier County Board of County Commissioners Resolution No 97-154 Opposing House Bill 207, redefining the term "Creditable Serv']ce" Dear Mr. Rojas: The Board of County Commissioners ofCol!ier County, Florida, meeting on March 4. 1997. adopted Collier County Resolution No. 97-154 opposing House Bill 207, redefining the term "creditable service" to exclude service as a part-time elected official and deleting reference to part- time elected officials from the membership ciass of elected state and county officers. Attached i3 a certified copy of Collier County Resolution No. 97-154 opposing the enactment of H0use Bill 207 during the 1997 Legislative Session. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners. Sincerely, ~<-~ -&4 David C. Weigel County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board :::.~,::>'?. ~.<>~:~J. <..~;</.:.:)'.< . ," ,.,::. ',..... ...., .:' ..:.;'>. ,:.;\. ',.<>. .'..... .>~ . (..~.. /.: " ,...:, :>~;~.!":J'::<.:?";~>.)'~":"'': :<~':;:,- I DC c:--:<) '/0 '\ ../~~' ,....1,,1 .........;"'....: '~ COLLIER COUNTY DAVD c. W8GR COl1..ER COJN1Y AlTCREY 330 1 TcrriamI TrdI East Naples. PoIdo 34112-/ m T~: (941) 774-8400 F.AX: (941) 77 4.()225 H6ic:l F. AshtOn RcrnIrO McI"lc*:;h StWle( Jecrl McEochem It'OTOS C. Farner Mchoel w. ~ McIjOrIe M. SNdent March 11, 1997 Representative Joe Spratt Representative District 77 205 S, Commerce Avenue, Suite B Sebring, Florida 33870 Rt:: Collier County Board of County COMmissioners Resolution No 97-154 Opposing House mn 107, redefining the term "Creditable Serl1ce" Dear Mr, Spratt: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No 97-154 opposing House Bill 207, redefining the term "creditable service" to exclude service as a pan-time elected official and deleting reference to part- time elected officials from the membership class of elected state and county officers. Attached is a certified copy of Collier County Resolution No. 97-154 opposing the enactment of House Bill 207 during the 1997 Legislative Session. If you have any questions regarding the attached ReSCllution or wish to discuss this matter, please contact me or the CountY Commissioners Sincerely, !:::;::;'I t. 4 County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board 1 UL-'" ~~I COLLIER COUNTY DAVID C. WEK;El COl..1.IER CQtM)' ATTC0ICY 330 1 l:JT'rik:rni TroI East NapIas. F1or\do 3411 2-4902 Telephone: {941} 77 4-8A{X) ~(941)774~25 Held F. Ash10n RaT*o McneJf<.-h SIidey Jec.n Mc€ochem Thomas C. Pdrner Mc:hoeI W. PeIIIt McJjol1e M. Student March 11, 1997 Representative Burt L Saunden: Representative District 76 1202 The Capitol Tallahassee, Florida 32399-1300 Re: Collier County Board of County Commissioners Resolution No 97-154 Opposing House BilJ 207. redefining the term "Creditabi~ Ser..ice" Dear Burt: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-154 opposing House Bill 207, redefining the term "creditable service" to exclude ser.;c.e as a part-time elected official and deleting reference to part- time elected officials from the membership class of elected state and county officers Attached is a certified copy of Collier County Resolution No 97-154 opposing the enactment of House Bill 107 during the 1997 Legislative Session If you have any questions regarding the attached Rt.'sohnion or wish to discuss this matter, please contact me or the County Commissioners Sincerely, ~ David C . Weigel County Attorney DeW lese Attachment cc: Board of County Commissioners Clerk to the Board 10C COlliER COUNTY ""VI> c. WBGa CCUER COlJ'.IlY ATT~ 330 1 lc:rnicrni Td East ,~ Fbtdo 34112-4<XY.2 ~ 1$: (941) 774-8.400 ~~41)77~ Held F. Ashton Rcrnio MoI"latch StiIbv J9crI McEochem 1hcmaI C. Pamor ,.tc::toel W. PeDIt MQlPIe ~t SIudenf March II, 1997 Repres.entative Earl Ziebarth 1202 TIle Capito! Tallahassee, Florida 32399-! 300 Re: Collier County Board of County Commissioners Resolution No 97-154 Opposing House Bill 207, redefining t.he term "Creditable Service" Dear Mr. Ziebarth: The Board of County Commissioners of Collier County, Florida. meeting on March 4, 1997, adopted Collier County Resolution No. 97-154 opposing House Bill 207, redefining the term "creditable service" to exclude service as a part-time elected official and deleting reference to part- time elected officials from the membership class of elected state and county officers. Attached is a certified copy of Collier County Resolution No. 97-154 opposing the enactment of House Bill 207 during the 1997 Legislative Session. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincerely, D~el~4 County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board 10C COlliER COUNTY DAVID C. WEIGEL COWER COUNTY ATT~ 33QllaTllcrni lrdl EOS'l Naples. F\o!Ido 34112-4902 Teiephct'Ie: (941) 774-8400 FAX: (941) 77 4-0225 Heid F. Mllon RcmIro McJ"lcj\ch St1lrIey .leal McEachern Thomas C. f'dmeI' MIchoeI W. PeIIft Marjorie M. S1udent March 11,1997 Representat1ve Ralph Livingston Representztjve District 75 324 The Capitol Tallahassee, Florida 32399-1300 Re: Collier County Board of Coum)' Commissioners Resolution No 97-154 Opposing House Bill 207. redefining the term "Creditable Service" D~ Mr Livingsfon The Board of County Commissioners ofCoilier County. Florida, meeting on March 4,1997, adopted Collier County Resolut:on. No 97-! 54 opposmg House Bill 207, redefining the term "creditable service'" to exclude service as a part-time elected official and deleting reference to part-time elected offic.als from the membership class of elected state and county officers Attached is a certified copy of Collier County Resolution No 97-154 opposing the enactment of House Bill 207 during the 1997 Legislative Session. If you have any questions regarding the attaGhed Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincerely, &i-d t.. 4- David C . Weigel County Attorney OCW lese !\ttachment cc: Board of County Commissioners Clerk to the Board J. UlJ SUBJECT : RECEIVED MAR 5 1997 March 5, 1997 Board of C ounty CommisSioners Sue Filson, Administrative Assistant David C. Weigel, County Attorney A2.~ Bee Agenda Item lO~ of March 4, 1997, Public Meeting regarding Resoluti~ Contra Offshore Drilling MEMORANDUM DATE: TO: FROM: Here is a newly drafted resolution that is nearly identical to Resolution No. 96-460 that was the model the Board wanted redone. The only differences are the resolution number, date of enactment, identity of Chairman signatory and Clerk's transmittal direction. If I can assist you further, please advise. dcw/tw/ftlson offshore drilling bodies urging non-approval of offshore geophysical (oil) 1 OG RESOLUTION NO. 97- 155 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, Fl.oRIDA, URGING DENIAL OF OFFSHORE GEOPHYSICAL INVESTIGATIONS PERMIT APPLICATIONS AND THE PROHIBITION OF OFFSHORE DRILLING WHEREAS, Collier County's economic well-being is dependent upon tourism, predominately centered around the natural beauty of our beaches and coastal waters; and WHEREAS, the exploitation of oil reserves in the coastal waters off Collier County's coastline threatens very valuable and sensitive natural systems as well as the economic well-being of Collier County; and WHEREAS, it is imperative that the citizens of Collier County through their Board of County Commissioners notify all relevant state and federal permitting authoritiea and legislative investigations and their support for measures tat would protect the coastal waters of Collier County from oil spills and other environmental disasters associated with the exploration for and exploitation of oil reserves in the offshore coastal waters of Southwest Flori.da, and particularly, Collier County. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER com~, FLORIDA, that: 1. The Board urges the denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida, and particularly, Collier County, Flor:da. 2. It is the expressed desire of the Board of County commissioners that protective measures be approved by the Florida L~oi~l~tur~ ~nr! t-;,t:30 TT.,.,4...r.t~ ~~::'t~,...~ ("",---,"'~""'A~~ ~,., ,-.,......~t'"~.,... ""r-, -.,....~oQ.,.....,rQ 1 OG and protect the delicate gulf and shores natural environment of Collier County and coastal Florida. 3. The Clerk to the Board of County Commissioners is directed to transmit by regular U. S. mail a certified copy of this resolution to U.S. Senators Graham and Mack, u.s. Representative Porter Goss, the Governor, the Cabinet, the Florida Department of Environmental Protection and the Collier County Legislative Delegation. This Resolution adopted this 4th day of March, 1997, after motion, second and majority vote favoring same, ,. " , ,~ .. f'... . .:- "ATTEST: .;:.. .. . ... . . ' ~-.;:. DWIGfIT E. BRo.CK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ".: : By, 1;~./ ~~ TimothY;L' '1iancock, Chairman ~ ". . ~.. :.~' , . .::. /.----/ . ',~..- ~<,,,,,;~""h/'L / v " " "/ ' '. / ~. " /1. "". ~.. f"... /. /; /.;. " Approved as to form and legal sufficiency: ~r!.~ David C. Weigel County Attorney dc1orhwlollJhorc drilling 10G- COLLIER COUNTY DAVID C. WEIGEL COLLIER COUNTY AnORNEY 3301 Tamiomi Trail East Naples, FIOOdo 33962-4976 Telephone: (941) 774-BC) FAX: (941) 77 4-Q225 Heidi F. Ashton DavId E. Bryant Ramiro MoOOlich Shirley Jean McEochem Thomas C. Palmer MichoeI W. Pelt it MarjorIe M. Student March II, 1997 Representative Ralph Livingston Representative District 75 324 The Capitol TaJlahassee, Florida 32399-1300 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Mr. Livingston: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and part~cularJy, Collier County. Attached is a certified copy of Collier County ResolutIon No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal walers of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners. Sincerely, ~~i;4 County Attorney OCW/esc Attachment cc: Board of County Commissioners Clerk to the Board lOG COlliER COUNTY DAVID C. WEIGEL COLLieR COUNTY AnQRNEy 3JO 1 T omIomi T roil East Nop~. Florida 33962-4976 Telephone: (941) 774-8400 FA)'.: (941) 774-{)225 Heidi F. Ashton Dov'od E. Bryont Roma-o Monotich ShIrley Jean McEachern Thof'nos C. Palmer Michael W. Peltit Marjorie M. Student March 11, 1997 Representative Burt L. Saunders Representative District 76 1202 The Capitol Ta1]ahas~, Florida 32399-1300 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Offshore Geophysical Investigations Permit Appiications and the Prohibition of Offshore Drilling Dcaf Burt: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particuiarly, Collier County. Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any que:;tions regarding the attached Resolutior. or wish to discuss this matter, please contact me or the County Commissioners Sincerely, '-~- David C . Weigel County Attorney DCW/esc Attachment ec: Board of County Commissioners Clerk to the Board 1 OG-. COlliER COUNTY DAVID C. WEIGEl COLLIER COUNTY Anor(NF.Y 3.301 Tomloml Trofl EO$f Naples FIOfIdo 33962-4976 r Alepr'\(Xle' (941) 774-8400 FAX: (Q" l) 774.0225 Heidi F. Ashton DavId E. Bryon! Romito MonollCh ~ Jean McEachern Thomas C. Palmer Michael W. Pettl1 Morjc>rle M. Slud"nt March I " 1997 Senator Fred Dudley Senate District 25 313 Senate Office Building TaJ1ahassee, Florida 32399-1100 Re: Collier County Board of County Comrni..sioners Resolution No 97-' SS Urging Denial of Offshore GeophysjcallnvestigatlCn~ Permit Applications and the Prohibition of Offshore Drilling Dear Senator Dudley: The Board of County Commissioners ofCo!lier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-! 5 S urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particulnrly, Collier County Attached is a certified copy of Collier County Resolution No 97-155 urging the non-approval of off.'lhore geophysical (oil) investigations in the coastal waters of Southwest Florida If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commil'sioners Sincerely, - I~ David C. Weigel County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board 1 OG- COlliER COUNTY DAV1D C. WEIGEL COllIER COUNTY ATTORNEY I 3301 Tamiomi Troll Eas1 Naples. F!or.dQ 33%2-4976 Telephone: (94i) 774-B400 FAX: (941) 77 4-{JZ25 Heidi F. Ashton David E. Bryant Rarnlro Mor.alich Shirley Jean McEachern Thomas C. Palmer Michael W. Pelttt Marjorie M. Student March 11, 1997 Senator Kenneth C. Jenne Senate District 29 211 Senate Office Building Tallahassee, Florida 32399- I 100 Re: Collier County Board of County Commissioners Resolution No. 97-1 S5 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Senator Jenne: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Co/iier County Resolution No 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the:: coastal waters of Southwest Florida and particularly, Collier County. Attached is a certified copy of Collier County Resolution No. 97-15 S urging the non-approval of off.~hore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincerely, J.Mdd.~ David C. Weigel County Attorney OCW/esc Attachment cc: Board of County Commissioners Clerk to the Board 1 06 COLLIER COUNTY DAVID C. \NEIGEl COLUER COUNTY A rrORNEY 3.'30 1 T cm'..J!T'~ i raM f:0S1 Naples. FIofi.do 33962-4976 Telephone : (9<11) 77 4-8400 FAX: (941) 77 4-':fn.S Heidi F. Ashton David E. &vont Romiro Manolich Shirley Jean McEo(:hern Thomas C. Palmer Michael W. Peltit Marjorie M. StudenT March 11, 1997 R....-prescntative Luis E. Rojas Representative Obtrict 102 1302 The Capitol Tallahassee. Florida 32399 Re: Collier County Board of County Commissioners Resolution No. 97-155 Urging Denial of Offshore Geophysical Investigation... Permit Applications and the Prohibition of Offshore Drilling Dear Me Rojas: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particula.iy, Collier County Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waicrs of Southwest Florida. If you have any questions regarding the attached Resoluti0n or wish to discuss this matter. please contact me or the County Commissioners Sincerely, D~~~ County Attorney DeW lese Attachment cc: Board of COUlity Commissioners Clerk to the Board lOG- COlliER COUNTY DAVID C. WEIGEl COLLIER COUNTY ATTORNEY 330 1 T omlomi TiOI East Nopies. f-l<JOOQ 33962-I1'n6 Telephone : (Q4l) 774-640:) FAX: (941) 774-Q'n5 Heidi F. Ashton Davld E. Bryant Romiro Mof1OIich Shifley..leon McEachern Thomas C. POlmer Michael W. Peltit Morjor'.e M. Student March 11, ~997 Representative Joe Spratt Representative District 77 205 S. Commerce Avenue, Suite B Sebring. Florida 33870 Re: Collier County Board of County Commissioners Resolution No. 97-155 Urging Denial of Offshore Geophysical Inve~igations Pemlit Applica.tions and the Prohibition of Offshore Drilling Dear Mr. Spratt: The Board of County Commissioners of Collier County, Florida, meeting on March 4,1997, adopted CoIlier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of off~hore drilling in the coastal waters of Southwest Florida and particularly, Collier County. Attached is a certified copy ofColiier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners. Sincerely, ~t4- David C. Weigel County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board lOG COLLIER COUNTY DAVlD C. WEIGel COLUER COUNTY ATTORNEY 33(;1 Tomiomi Trol East Nople~. Florido ~62-4976 Tolophone: (941) 77.4-8400 FAX: (941) 774-c225 Heidi F. Ashton David E. Bryont Romito Monohch Shirley Jean McEachern TholTlQ$ C. Palmer Michael W. Peltit MorJorle M. Student ! t . t; I I I ! I I , I l March 11,1997 Bob Crawford Commissioner of p.griculture Tne Capitol Tallahassee, Florida 32399-08 I 0 , 1: Re: Collier County Board of County Commissioners Resolution No. 97- ) 55 Urging Denial of Offshore Geophysicallnvestigation5 Pel mit Applications and the Prohibition of Offshore Drilling Dear M.r. Crawford: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted CoHier County Resolution No. 97-1 S 5 urging denial of offshore geophysical investigations pennit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Collier County. Attached is a cenified copy of Collier County Resolution No. 97-1 S5 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida If you have any questions regarding the attached ResolutiorJ or wish to discuss this matter, please contact me or the County Commissioners Sincerely. ~~4- David C. Weigel County Attorney DCW lese Altachment cc: Board of County Commissioners Clerk to the Board lOG COLLIER COUNTY DAVID C. WEIGEL COUlER COUNTY ATTORNEY :).'XJl Tamiomi Troll East Naples. FIorlda 3:?P62.-4976 l elephone: (94l) 774-8400 FAX.: (q~1) 774~ Heidi F. As..,ton David E. Bryant Romlra Monolich Shirley.leon McEachern Thomes C. Palmer Michael W. Pettl1 Marjorie M. Student \ ! I - I I March 11, 1997 Sandra Barringer Mortham Secretary of State TIle Capitol Tallahassee, Florida 32399-0250 Re: Collier County Board of County Commissioners Resolution No. 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Ms. Mortham: The Board of County Commissioners of Collier County, Florida, meetins on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit apolications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Collier County. Attached is a certified copy of Collier County Resolution No 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. lfyou have any questions regarding the attached ResolutiJn or wish to discuss this matter, please contact me or the County Commissioners Sincerely, Ll!4 David C. Weigel County Attorney DCW/esc Attachment cc: Board of Coumy Commissioners Clerk to the Board 1 aG' COLLIER COUNTY DAVID C. WEIGEL COLLIER COUNTY ATTOR1"IEY 330 1 T omomi T r05 East Nople!.. FloOdo 3.'m2-~76 Telephone: (941) 774-8400 FAX: (941) 774-0225 Heidi F. Ashton David E. Bryant Romiro Monolich Shirley Jean McEachern Thomas C. Palmer Michael W. Peltit Marjorie M. Student March 11, 1997 Robert F. Millig&n Comptroller The Capitol Tallahassee, Florida 32399-0350 Re: Collier County Board of County Commissioners Resolution No. 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Mr. Milligan: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of )tfshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Collier County. Attached il; a certified copy ofCol!ier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners. Sincerely, ~_ ex2 r // David C. Weigel v~ County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board lOG-...1 COlliER COUNTY DAVID C. WEIGH COWER COUNiY A TIORNEY 330 1 T amiami T rol East NopI.es.. FlordO 33962-/1:;76 le\ephOrl6.. (94\) 774.e.u:l r;AX: (941) 774-(J]2!, Heidi F. Ashton Dov\d E. Bryont RorNo MonollCh ShlrIey Jean McEochem Thomas C. Palmer Michael W. Peltil Marjorie M. Student March] I, 1997 Bill Nelson State Treasurer & Insurance Commissioner The Capitol Tallahas~, Florida 32399-0300 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and tbe Prohibition of Offshore Drilling Dear Mr. Nelson: The Board of County Commi$sioners of Collier County, Florida, meeting on March 4, ]997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and partIcularly, Collier County. Attached is a certified copy ofCoIlier County Resolution No. 97-]55 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolutior. or wish to discuss this maUer, please contact me or the County Commissioners Sincerely, ~ ~I!.~ David C. Weigel County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board lOG COLLIER COUNTY C\l\V1D C. WEIGEL COUERCO~Ano~ J.1O I T amiorni Troll East Naples. Rondo 33%2-$76 TeleptlOl1e: (941) 774.84:lJ FAX: (941) 77 4-rJl2.5 Heidi F. Ashton Dovld E. Bryoot Rorni"o Mt:iiaflch StW1ey Jean McEachern Thomas C. Pdmef MIChael w. Pe/1it MotjorIe M. Student March 11, 1997 Frank T. Brogan Commissioner of Education The Capitol Tallahassee, Florida 32399-0400 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Off.t;hore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Mr. Brogan: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations pennit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Collier County. Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners. Sincerely, -==- b;:;g~ 4- County Attorney DCW/esc AttadklJent cc: Board of County Commissioners Clerk to the Board J. U l:J COLLIER COUNTY DAVID C. WEIGEL COUERCOU~AnORN~ ~ 1 T amiomi Troll Eoo Nap!&$. FIofido 33962-4976 T~:(941)774~ FAX: (941) 77 4...fJl2!:J Heidi F. Ashton David E. Bryont Romro Monolich 5.'"lir\ey Jean McEachem Thomas C. Palmar Michael W. Peltrt Marjorie M. Student March 11, 1997 Governor Lawton Chiles The Capitol Tallahassee, Florida 32399-000 1 Re: Collier County Board of County Commissioners RC50lution No. 97-155 Urging D~iaJ of Offshore Geophysical Investigations Pennit Applications and the Prohibition of Offshore Drilling Dear Governor Chiles: The Board of County Commissioners of Collier County, Florida, meeting on March 4, ]997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations pennit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Coliier County Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners. Sincerf':ly, .....:::. ~I~~ County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board 1 OG COLLIER COUNTY DAVID C. WEIGEL COLLIER COUNTY ATTORNEY r ~ t<, I I 3301 Tamlaml TroI EOS1 Naples. Florida 33962-$76 Telephone: (941) 774-8.40) FAX: (941) 774-0225 Heldt F. Ashton Dov1d E. Bryant Romlro MOOaIk;h Shirkty Jeoo McEachern ThomoI C. Palmer MlchoeI W Petttt Morjor1e M. Student I - March II, 1997 Rq>resentative Porter Goss 108 Cannon HOUSo! Office Building Washington, D.C. 20S 10 Re: Collier Coomy Board of County Commissioners Resolution No, 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling De:if Representative Goss. The Board of County Commissioners ...,f Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore dri!\ing in the coastal watel S of Southwest Florida and pmic.ularly, CoIlier County. Attached is a certified copy of Collier County Resolution No 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastaJ waters of Southw~st Florida If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincerely, ~. ~!-x'J ~_/1 David C. Weigel ~ County Attorney DeW lese Attachment cc: Board of County Commissioners Clerk to the Board 1 Ot COLLIER COUNTY DAVID C. WEIGEL COlliER COUNTY A TIORNEY 330 1 T omiomi T roA East Naples. ROOdo 33962-4976 Telephone: (941) 774-8400 FAX: (941) 774-fJ225 Heidi F. Ashton DavId E. &yont Ramlro Monollch Shirley Jean McEachern ThomaS C. Palrnef Michael W. Pettit MarjOrie M. Student March 11, 1997 Senator Bob Graham 524 Dirksen Senate Office Building Washington, D.C. 20510 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Senator Graham: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No 97-155 urging denial of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Collier County Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attac.hed Resolution or wish to discuss this matter, please conta,;t me or the County Commissioners Sinc.erely, .-::::. - t!;~~g~ ~- County Attorney rxw lese Attachmer , CC~ Board of County Commissioners Oerk to the Board 1 OG, COLLIER COUNTY DAVID C. WEIGEl COLLIER COUNTY ATIORNEY 3301 TomiOml TraH East Naples. Florida 33962-4976 Telephone: (941) 774-8400 FAX: (941) 774-D225 Heidi F. Ashton David E. Bryant Ramil'a Manolich Shirley Jean McEachern Thomas C. Palmer Michael W. Peltit Marjorie M. Student March 11, 1997 Senator Connie Mack 517 Hart Senate Office Building Washington. D.C. 20510 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Offshore Geophysical Investigatiom Permit Applications and the Prohibition of Offshore Drilling Dear Senator Made: The Board of County Commissioners of Collier County, Florida. meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit applications and the proh.ibition of offshore drilling in the coastal waters of Southwest Florida and particularly, Collier County. Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approvaJ of otfsho':e geophysical (oil) investigations in the coastal waters of Southwest Florida lfyou have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincereiy, c---- ~~-xt. ~~d _ David C. Weigel (/~ . County Attorney DeW lese Attachmt'..llt cc: Board of County Commissioners Oerk to the Board 106' COLLIER COUNTY DAYlO C. WEIGEL COWER COUNTY ATTORNEY 3301 Tamloml Troll East Naples. RoOOo 33962-~76 TelephOne: (941) 77 4-s.<<xl FAX: (941) 77 4-crn.S Heidi F. Ashton David E. Bryant Romito MOOollch Shk1ey Jean McEochem Thomas C. Palmer Michael W. Pettit Marjorie M. Student March 11, 1997 V lfginia Wetherell. Secretary Department of Environmental Protection 3900 Commonwealth Blvd. Tallahassee, Florida 32399-3000 Re: Collier County Board of County Commissioners Resolution No, 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Ms Wetherell: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging deniaJ of offshore geophysical investigations permit applications and the prohibition of offshore drilling in the coastal waters of Southwest Florida and par-i<..11Iarty, Collier County. Attached is a certified copy of Collier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this matter, please contact me or the County Commissioners Sincerely, -c.- J~Jt1' ~ David C Weigel 0- County Attorney DCW/esc Attachment 0:: Board of County Commissioners Clerk to the Board lOG COLLIER COUNTY DAVID C. WOGEl COLLIER COUNTY A rrORNEY 3301 Tamlomi Troll East Nop!es. Florlda 33962-4976 Telephone: (941) 77 4-B4CC FAX: (941) 774-0225 Heidi F. Ashton DovId E. Bryant Ramlro Manalich Shif1ey Jean McEact'.ern Thomas C. Palmer Michael W. Pettit Marjorie M. Student March II, 1997 Roben A Butterwonh Attorney General The Capitol Tallahassee, Florida 32399-1050 Re: Collier County Board of County Commissioners Resolution No 97-155 Urging Denial of Offshore Geophysical Investigations Permit Applications and the Prohibition of Offshore Drilling Dear Mr. Butterworth: The Board of County Commissioners of Collier County, Florida, meeting on March 4, 1997, adopted Collier County Resolution No. 97-155 urging denial of offshore geophysical investigations permit a.pplic ations and the prohibition of offshore drilling in the coastal waters of Southwest Florida and p(ipjcularly, Collier County. At+.ached is a certified copy ofConier County Resolution No. 97-155 urging the non-approval of offshore geophysical (oil) investigations in the coastal waters of Southwest Florida. If you have any questions regarding the attached Resolution or wish to discuss this maUer. please contact me or the County Commissioners. S~ely, J.~ ~~ David C. Weigel County Attorney DCW/esc Attachment cc: Board of County Commissioners Clerk to the Board 16A 1 MF.X:>RMIDOX Date: March 5, 1997 To: Kevin Dugan, Senior Environmental Specialist Natural Resources Department From: Ellie Hoffman, Deputy Clerk Minutes & Records Depar.tment Re: Florida Department of Enviror~ental Protection Artificial Fishing Reef Program 1997-98 Fiscal Year Sports Fish Restoration Grant Application Enclosed please find two original documents as referenced above, Agenda Item #16Al, as approved by the Board of County Commissioners on Marchf' 1997. K~ndly forward the applications to the Department of Environmental Protection. Thank you. Enclosures FLORIDA OEPARTMENT OF ENVIRONMENTAl PROTECnON DIVISION OF MARINE RESOURCES 1 ARTIFICIAL REEF PROGRAM 1 6 A 1997 -98 FISCAL YEAR Sport Fish Restoration Grant Application l Applicant Identification: Applicanfs N&1M: Oat. received by DE? Collier County Artificial Reef Pr02ram Mailing Address: Natural Resources Department 3301 East Tamiami Trail Street Address: Naples, Florida 34]12 Names of Reef Uaison and Grant Contact Telephone: Kevin H. DURan 941-732-2505 FAX: 941-774-9222 Federal Employer 10 Number. 59-6000558 I1..fr'JJect Identification: !he following 'terns must be submitted as Appendix 1: 2 sinofe location chart showing the _proposed staging area, adjacent marinas, adjacent boat ramps, the distance and bearing to reef site from a navfgatlonal marker, navigable Inlet, or boating access point; and a sIngle site plan showing the dimensions of the permitted site, coordinates of the four comers and center, the area (acres/square miles), and the coordinates of the proposed deployment site. Name of Project: Addreu of staging area or site where materials can be inspected: Marco Island Five Mile Reef Naples LandinR. Naples, Florida Coordinates of Permitted Reef Site (either Loran-C timeS delays or latitudeJJongitude): NWComer 25" 52.5' 81" 48.0' NEComer 25052.5' 81047.4' SE Comer 250 5 I .5' 8 I" 4 8 . 0 ' SW Comer 25" 5 I . 5 ' 8 I 0 4 7 .4 ' Center 25 0 52. 0 ' 8 I" 1.7. 8 ' Dimensions of Permitted Site: Depth Range of Permitted Site: Permitted Site Is located in: Length I . 0 nm Minimum 29 ' State waters xx Width 0 . 5 om M.iximum 34 · Federal waters Have previous deployments been made in the permitted site? No Yes xx [If yes. provide a chart showlng the locations of aU prior deployments in the permitted site) U.S. ACOE Permit No. 199505605 OEP Permit No. I 12 7 5~6S5 ~Ies of all ,ppHcable permits must be submItted as Appendix 2. If permit applications are P4ftdlna. enol.. of All Rn"n...:I\tf"'l.... r'l'I"". ...... ..,.,.._~~..A "~!f,J- - ~:,.~ _.._" ~_ lubmltted In AppendIx 3. Prov de speclnc InfonnaUon as to the type of ntf mat.rials propos.d, the source of rtef materiafl, bottom lurvey mtthodorogy, and the technique to be used for placement. Also Indlcat. If stabmty t.stlng of mat.rial. ha. or will be undertaken. propom OIplh of Materials Placement 30 ' PropoHd Dlpioy!nent Coordinates: (1ndbtt II mort Chan on. deptoyment) Ptopo$ed dat'(I) of dfJpIoymInt TotII Prcfed Colt: 121, SQ9 Matc:Nng Funds Avd.ble: $ 2.~ Boaom Survey tMthodoIogy. ! he t ron lc , D l yen Type of MatodAl: 'u-eut conente ~ 0{ Material: *300 ton. Hu Material Been Donated Y.. Of SeQnd? W. Other Supportlnq In(ormaUon: 25. 52.0' Proposed Profile of R..f around 4' 81a 41.8' Kay 15. ",. Gtant Fundi R~st~: S25.ooo {submit veri6ca6ot\ ~ Is a Local Mifidal Reef Development PI.tn Avaaable? Is. Local Recreation Pian Avallable? Does lh!s Recreation Plan Indude saltwater fi~? Oou thlJ Recreatlon Plan Indude reer construcUon? l.& there I bell A~socy Board fO( tJ.arlne Issues? ~~nrl Total &mot for 1~7.~ Retf ConstNdlon f.Xi:MSing F~ ~6( ThIs Appbtlon: Ust Nrt AddIUonaI F~ Source I and Amounts: How many other reef projects are planned for 1~7.g8? AntiCpated Reef Budget (Of FiseaI Year 1998-1m: No XIX1 S\,Ibmlt an attachments.. AppendIx 4- Ves XXXX (attach copy)No Ves (Ituch copy~ XXXI Yes No ~ Ve. No xxn Yes No XXU S 11.000 U,Soo , 118980 $7 , 500 , 178230 1998-~ $11,000 v. PubfJc Demand: Attach copl.. of ,II curr.nt (Ie.. thl" Il.e monthl from dal. of' .ppncIUon) 1.t1.~ demonstraUng public support regarding the proposed artificial reef construction, IIlnl s1Qcum,o~. shoul'.1 t1Iuttrate d~n)and for It:}, groposed proje<:t and must be submitted as Ag.s.l~mUx.L I ~rtify that the above lnforrnaUon and aD appendices are true and complete to tho best or rrrt Mowfedge. Local Govenvnental SlgnatNY Authority: Typed Name Tilloth! L. Man<ock Tltl. Chaina.an, Bee , ' ,~t. Approved as to form and legal ~:utl- Thomas C. Palmer Assistant County Attorney . . );.: '. 4 .~ .. :..~ ,", !.. .;.:, ~ :'-;- . ~ ~: ~ \ .. ,') ." -:~d;~" ,.of- Ciede""l'.." c , - .Attest:-.- ltta: CIIU !\l !II ~D ImmlQ f,. nDOI mmf '~VIV01 V~. ,JU, rU; VO,O UCOUU 11 tM omcw DalBI of coum COIm, no DC m u/l7m at fI:5U1l111G17 I. IlOCI, am COfUl JUt 2... 16A '2 RESOLUTION NO. 97- 144 A RESOLu~ION OF THE BOARD OF COUNTY COMMISSIONERS PROVIDING FOR ASSESSMENT OF LIEN, FOR THE COST OF THE ABATEMENT OF PUBLIC NUISANCE, IN ACCORDANCE WITH ORDINP~CE 91-47. ~~EREAS, as provided in Ordinance 91-47, the direct costs of abatement. of certain nuisances, including prescribed administrative cost incurred by the County, shall be assessed against such property; and WHEREAS, the cost thereof to the County as to each parcel shall be calculated and reported to the Board of County Commissioners, together with a description of said parcel; and WHERF~, such assessment shall be a legal, valid and binding obligation upon the p~operty against which made until paid; and WHEREAS, the assessment shall become due and payable thirty (30) days after the mailing of Notice of Assessment after which interest shall accrue at a rate of twelve perc~nt (12.0\) per annum on any unpaid portion thereof. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that the property described as follows, and having been abated of a public nuisance after due and proper notice thereof to the owner of said property, is hereby assessed the following costs of such abatement, to wit: NAl1Jt : ~AL DESCRIPTION: ~ Lot 66, of an unrecorded plat of $245.00 PORT-AU-PRINCE MOBILE HOMES SUBDIVISION, b.ing more particularly described as follow: The Ea.t half of the E..t hall of the Northea.t quArter of the Southwest quarter of the Southeast quartAr of Section 15, Totfn!Jhip 51 South, Ranqe 26 Bast, Collier County, Florida, l.~s ~~. North 150 feet and South 450 feot, 1... 60 feet for road right-of-way. Jose Luil! Cat.to CatetA Lucila 66 lalo St Thoma. Naples, FL 33961 ~1:RJmCE : 60819-079 168342480003 The Clerk of the Board shall mail a notice of assessment of lien to the owner or owners of the above described property, and if such o'~er fails to pay such assessment within thirty (30) days hereof, a certified copy of this Resolution shall be recorded in the official records of Collier County, to constitute a lien against such property according to law, unless such direction is stayed by this Board upon appea.l of the assessment of the owner. This Resolution adopted afrer motion, second and majority vote. DATE:D:' March 4,. 1997 '. . . , ( , An-EST: .>-.. . PWWHT E. 'B~~CK; ..CLERK . :.. . " . ," , k,~~~~/~~.../2~ . ,. ',.". , API?ROVED AS..jO 'FORM . ~.LEGAL 'SU1i'PICIENCY: ::1~. tkti fl~~ ~ DAVID WEIGEL COUNTY ATTORNEY BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY, _~~ TIMOTHY . HANCOCK, CHAIRMAN BOARD OF COUNTY COIdllCdSI<::lMKRS COLLIn COUNTY, FLORIDA 16A 2 LJ:G.A.L NOTICE 01' ASSZSSMDl'l' 01' LIEN Joee Lu.i.. Cateto Lucila Ca ~te 66 lal. 8~ TboaAa Wapl.., rL 33'61 DATE: macch 4, 1997 ttt OR: 2302 PG: 0827 ttt RB~CB 6081i-079 '68342480003 LIEN NUMBER: LEGAL DESCRIPTION: Lot 66, o~ an unrecord.d. plat of PO:R'l'-AO-nDlC& 1IIOBXL& BOKJr.S SOBDrvzSIOII, be.i.ntJ lIO:e par~iaula.rly d4aao:ibed a. f'o\low: Th. Za.~ h~ of' 1:be Baat half of the Northea.t qaart.or of the South_at qu.arte: o~ the S011the.aat: qaarter of' Secti011 15, 'l'ownah.i.p 51 South, R.ange 26 .aat, Co~l.i.er County, Florida, 1... the North 150 feet and S~~th 450 f'aet, 1e.. 60 f'eet for road right-of-way. You, a3 the owner of the property above des~ribed, as recorded in the records maintained by the office of the Property Appraiser, are hereby advised that the Compliar.ce S~r,i~es Manager, did on 8/28/96, order the abatemerlt of a certain nuisance existIng on the above property prohibited by Ordinance 91-4.', se,-,in? notice thereof upon you, such nuisance being: Pr(,hibited aCCUIIlUlation of non-protected lWWab1. vegetAtion in exce.. of' 18" in height in & subdivision other than Goldon Gate 'Estatee. You failed to abate such nUIsance; whereupon, it was abated by the expenditure of public f~nd3 at a direct cost of $45.00 and administrative cost of $200.00 for a total of $2~5.00. Such costs, by Resolution of the Board of County Co~nissioners of Collier County, Florida, have been assessed against the above property on Ma~ch 4, 1997 and shall become a lien on the property thirty (30) days after such assessment. "fall may r-equest a hearing before the Board of County Commissioners to show cause, if any, why the expenses and charges incurred by the County ~nder this Ordinance are unwarranted or excessive or why such expenses should net constitute a lien against the property. Such request for hearing must be made to the Clerk of the Board of County Commissioners, Government Center, Naples, Florida 34112 in writing within thirty (30) dayz from the date of this assessment to be valid. CL~RK, BOARD OF COUNTY COMMISSIONERS CSee 9- 1/93 Ita; CWI TO m lOW mnotflCl 4ft n.ooI mmt 2167085 OR: 2302 PG: 0828 UCOtllD 11 the omcw. BClIDS of COTJ.[Il COIITl, n t4/17m It .&:51U DIlGl'f I. 1I0el, ruu 11.5. l." 16A 3 oem copua RESOLUTION NO. 97- 145 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS PROVIDING FOR ASSESSMENT OF LIEN, FOR THE COST OF THE ABATEMENT OF PUBLIC NUISANCE, IN ACCORDANCE WITH ORDIN/l.NCE 91-47. ,ffiEREAS, as provided in Ordinance 91-47, the direct costs of abatemenc of certain nuisances. including prescribed administrative cost incurred by the County, shall be assessed against such property; and ~{EREAS, the cost thereof to the County as to each parcel shall be calculated and reported to the Board of County Commissioners, together with a description of said parcel; and WtlEREAS, such assessment shall be a legal, valid and binding obligation upon the property against which made until paid; and WHEREAS, the asse6sment shall become due and payable thirty (30) days after the mailing of Notice of Assessment after which interest shall accrue at a rate of twp.lve percent (12.0%) per annum on any unpaid portion thereof. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that the property described as follows, and having been abated of a public nuisance after due and prop~r notice thereof to the owner of said property, is hereby assessed the (ollowing costs of such abatement, to wit: ~AHE; LEGAL DESCRIPTION: ~ Delio G Condomina JOBe M condomina 52~0 Gilchrist St Naples, FL 33962 Lot 13, Block 4, NAPLBS MANOR $245.00 LAKES, according to the Plat thereof on file and recorded in the Public Records of Collier Co~ty, Florida, in Plat Book 3, Page 86 and 87. ~FERBNCB I 60920-022 '62252640007 The Clerk of the Board shall mail a notice of assessment of lien to the owner or owners of the above described property, and if such owner fails to pay such assessment within thirty (30) days hereof, a certified copy of this Resolution shall be recorded in the official records of Collier County, to constitut.e a lien against such property according to law, unless such direction is stayed by this Board upon appeal of the assessment of the owner. This"~~lolution adopted after motion, second and majority vote. DATED: ~Jt"/, . , ATTEST: ~~~{ ,':..... DW;r~_~ :"/B~tI(.. \~~ERK '. ~t~. '., '. '" '.' ~. ' . ~;!,. '~. · ,-: / //r ?~"_'~.(1 A" '." //#''l-/~ /. (.'/ " -.~~:- .' .'...... ~ APPROVED ,~...TO. FORM ANDL~~'~;~CIENCY: +J ~ .Ct" :'~aflrvt-- ~AVID WEIGEL COm.'TY ATTORNEY BOARD OF CO~ITY COMMISSIONERS COLLIER COUNTY, FLORIDA ~/h~ BY: C\..' TIMOTHy'L. HANCOCK, CHAIRMAN CSce 11 - 1/97 BOUD OIl' COUNTY CCtlMISSIODlUl COLLIER COUNTY, J'LORIDA 16A .} LEGAL NOTICE OF ASSl!:SSM:ZNT OF LIEN Delio G CondcDina JOlla M Condoaina 5250 Gilchri.t ST NAple., rL 33962 Macch 4, 1997 DATE: ttt OR: 2302 PG: 0829 ttt a~FERENCZ 60920-022 '62252640007 LIEN NUMBER: LEGAL DESCRIPTION: Lot 13, Block 4, NAPLES MANOR ~S, according to the Plat thereof on file and recorded in the Public Recorda of Collier County, Florida, in Plat Book 3, Pogo 86 and 87. You, as the owner of the property above described, as recorded in the records maintained by the office uf the Property Appraiser, are hereby advised that th~ Compliance Services r~anager, did on 9/20/96, order the abatem0nt of a certain nuisance exi3tlng on the above property prohibited by O~dinance 91-47, serving notice thereof upon you, such nuisance being: Prohibited accumulation of non-protected mowable vegetation in e:ltcesa of 18" in height in a subdivision other than Golden Gate Estates. Prohibited dumping, accumulation, storage or burial of litter, wast. or abandoned property. You [ailed to abate such nuisance; whereupon, it was abated by the expendit~re of public funds at a direct cost of $45.00 and administrative cost of $200.00 for a total of $245.00. Such costs, by Resolution of the Board of County Commissioners of Collier County, Florida, have been assessed against the above property on Macch 4, 1997 and shall become a lien on the property thirty (JO: days after such assessment. You may request a hearing before the Board of County Commissioners to show cause, if any, why the expenses and charges incurred by the County under this Ordinance a~e unwarranted or excessive or why such expenses should not constit~te a lien against the property. Such request for hearing must be made to the Clerk of the Board of County Commissioners, Government Center, Naples, Florida 34112 in writing within thirty (30) days fr.om the date of this assessment to be valid. CLERK, BOARD Of COUNTY COMMISSIONERS CSce 9- 1/93 ltt.l: alII to m ~D mnoma 411 nGOl m7Ht 'lo/U~b UH: LJ02 PG: 0830 DCOGm 11 t.h omcrn DCOID' of coum COftTT, n 04/07m It tI:53U IIfIQIf I. alOCl, nm 11.5. LI' oem 1 61IIJ ~ RESO~U':'ION NO. 97- 146 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS PROVIDIUG FOR ASSESSMENT OF LIEN, FOR THE COST OF THE ABATEMENT OF PUBLIC NUISANCE, IN ACCORDANCE WITH ORDINANCE 91-47. WHEREAS, as provided in Ordinance 91-47, the direct costs of abatement of certain nuisances, including prescribed administrative cost incurred by the County, shall be assessed against such property; and WHEREAS, the cost thereof to the County as to each parcel shall be calculated and reported to the Board of County Commissioners, together with a description of said parcel; and ~~EREAS, such assessment shall be a legal, valid and binding obligation upon the property against which made until paid; and w~EREAS, the assessment shall become due and payable thirty (30) days after the mailing of Notice of Assessment afLer which interest shall accrue at a rate of twelve percent (12.0\) per annum on any unpa<.d portion thereof. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTl COMMISSIONERS OF COLLIER COUNTY, FLORIDA. that the property described as follows, and having been abated of a public nuisance after due and proper notice thereaf to the owner of said property, is hereby assessed the following costs of such abatement, to wit: ~ LEGAL DESCRIP~ .QQU MiJnon Baron 2375 Tamiami TRL N STE 300 Naples, FL 33940 Lot 6, Lely Country Club, $245.00 MUIRFIBLD, according to the plat thereof as recorded in Plat Book 14, Page 75, of the Public Records of Collier County, Plorida. REnRENCE I 61104-114 '55200240000 The Clerk of the Board shall mail a notice of assessment of lien to the owner or owners of the above described property, and if such olmer fails to pay such assessment within thirty (30) days hereof, a certified copy of this Resolution shall be recorded in the official records of Collier County, to constitute a lien against such property according to law, unless such direction is stayed by this Board upon appeal .of the assessment of the owner. ~is ~~~lution adopted after motion, second and majority vote. DATED.: ~/-k47 A'!'TEST: DWIGHT E. BROOK, CLERK ~~ .~ ~. </7 9 .: . """'..J>e ~ . .. "'..",. : L i . . .~ / AP?iiOVED AS;:.ro 'F,ORM ~LEGAL IP}CIENCY' tL. 'A.~ .. , , ' , i ~. ~D VIIi' ''''' L COUNTY ATTORNEY BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY,~~~t7"/- TIMO! L. HANCOCK, CHAIRMAN CSce 11- 1/97 \. , BOAaD 01' COUNTY COMMISSIODRS COLLIER COUNTY, FLORIDA 16A 4' LEGAL NOTICE OF ASSESSMENT OF LIEN Kimon Baron 2375 T.-iami Trl N STE 300 Raple., FL 33940 DATE: Mac-ch 4, 1997 tit OR: 2302 PG: 0831 *** RE~CE 61104-114 '55200240000 LIEN NUMBER: LEGAL DESCRIPTION: Lot 6, Lely Country Club, MUUU!'IELO, according to the plat thereof a. recorded in Plat Book 14, Page 75, of the Public Record. of Collier County, Florida. You, as the owner of the property above described, as recorded in the records maintained by the office of the Property Appraiser, are hereby advised that the Compliance Services Manager, did on 11/6/96, order the abatement of a certain nuisance existing on the above property prohibited by Ordinance 91-47, servi~g notice thereof upon you, such nuisance being: Prohibited accumulation of non-protected aowable vegetation in exce.. of 18" in heiqht in a .ubdivision othe~ than Golden Gate E.tate. . You failed to abate such nu~sance; whereupon, it was abated by the expenditure of public funds at a direct cost of $45.00 and administrative cost of $200.00 for a total of $245.00. Such costs, by Resolution of the Board of County Commissioners of Collier County, Florida, have been assessed against the above property on Mac-ch 4, 1997 and shall become a lien on the proper.ty thirty (30; days after such assessment. You may request a hearing before the Eoard of County Commissloners to show cause, if any, why the expenses and charges incurred by the County ~nder this Ordinance ar~ unwarranted or excessive or why such expenses should not constitute a lien against [he property. Such request for hearing must be made to the Clel-k of the Board of County Commissioners, Government Center, Naples, Florida 34112 in writing within thirty (30} days from the date of this assessment to be valid. CLERK, BOARD OF COUNTY COMMISSIONERS CSce 9- 1/93 \. U' n TO m lOUD ImN7lIa 4fI 'LOOt m 72ft 2167087 OR: 2302 PG: 0832 UCOIOIO ID tb, omcm UCOlD. of COLLlII covm, rL O4/07m It il:S1A1 omIT I. IlOCI, CUU DC m com. It. 50 2.01 16A RESOLUTION NO. 97- 147 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS PROVIDING FOR ASSESSMENT OF LIEN, FOR THE COST OF THE ABATEMENT OF PUBLIC NUISANCE, IN ACCORDANCE WITH ORDINANCE 91-47. WHEREAS, as provided in Ordinance 91-47, the direct costs of aba~ement of certain nuisances, including prescribed administrative cost incurred by the County, shall be assessed against such property; and WHEREAS, the cost thereof to the County as to each parcel shall be calculated and reported to the Board of Connty Commissioners, together with a description of said parcel; and WHEREAS, such assessment shall be a legal, valid and binding obligation upon the property against which made until paid; and \'lHEREAS, the assessmer,t shall become clue and payable thirty (30) days after the mailing of Notice of Assessment after which interest shall accrue at a rate of twelve percent [12.0%1 per annum on any unpaid portion thereof. NOW, THEREFORE, BE IT RESOLVED BY "I'HE BOARD OF COUNTY COMMISSIONERS OF COLLI?R CO{~lY, FLORIDA, that the property described as follows, and having been abated of a publ1c nuisance after due and proper notice thereof to the owner of said property, is hereby assessed the following costs of Buch abatement, to wit: N1lHJU LEGAL DESCRI2TION: ~OST Lloyd G Sheahan 5600 N Tamiami Tr STE 1 Naple., FL 33963 Lot 16, Block 6, NAPLES MANOR $245.00 ADDITION, according to the plat thoreof, on file and recorded in the Public Record. of Collier County, Florida, Page Book 3, Pagos 67 and 68 and subject to re.ervation., restrictions and limitations of record. RXPDBNGI : 61107-060 .62094080003 The Clerk of the Board shall mail a notice of assessment of lien to the owner or owners of the above described property, and if such owner fails to pay such assessment within thirty (30) days hereof, a certified copy of this Resolution shall be recorded in the official records of Collier County, to constitute a lien against such property accordi.ng to law, unless such direction is stayed by this Board upon appeal of the.,assessment of the owner. Th~8/,~e?O~U~i.on adopted after ~otion, second and majority vote. DATED.: 3/7"/97-. . .... ATTEST: . D~tGHT E. BROCK, CLERK ~ . ~. ..- - ~:t::....f(' 7"/ Z/. ". . . . .~: ,. APP VED AS lI'Q FORM AND LEoAJ.J7~~: ~~Dcl~IGEL COUNTY ATTORNEY BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY ~~/ '!'IMOTHY L. HANCOCK, CHAIRMAN CSce 11 - 1/97 5 ~ v~ ~vv~~l ~~~~10NKRS COLLIER COUNTY, J'LORlDA 16A LEGAL NOTICE OF ASSBSSMZNT 01' LIEN Lloyd G Sheehan 5600 ~ Taziaai Tr STB 1 .aple., rL 33963 DATE: Ma~ch 4, 1997 ttt OR: 2302 PG: 0833 t*t REFERENCE 61107-060 '62094080003 LIEN NUMBER: LEGAL DESCRIPTION: Lot 16, B1.oo1: 6, NAPL&S MANOR ADDITlcm, acoorcl.in'J to the p1.at t.h4ar.-ot', on ~il. and recorded i.n the Public RecordIJ of Collier Count:]-, F1.orida, 1'&911 Book 3, l'aqe. 67 and 68 and .ubject to re.erY.~OD., r..triotion. and liaitation. o~ reoord. Yo~, as the owner of the property above described, as recorded in the records m~intained by the office of the Property Appraiser, are hereby advised that the Compliance Services Manager, did on 11/15/96, order the abatement of a certain n\lisance existing on the above property prohibited by Ordinance 91-47, serving notice thereof upon you, such nuisance being: Proh~i~ accumulation of non-proteoted mowable vegetation in exce.. of 18" in height in 11 subdivision other than Golden Gate Xstates. You failed to abate such nuisance: whereupon, it was abated by the expenditure of public funds at a direct cost of $45.00 and administrative cost of $200.00 for a total of $245.00. Such costs, by Resolution of the Board of County Commissioners of Collier County, Florida, have been assessed against the above property on Ma~ch 4, 1997 and shall become a lien on the property thirty (30) days after such assessment. You may request a hearing before the Board of County Commissioners to show cause, if any, why the expenses and charges incurred by the County under this Ordinance are unwarranted or excessive or why such expenses should not constitute a lien against the property. Such request for hearing must be made to the Clerk of the Board of County Commissioners, Government Center, Naples, Florida 34112 in writing within thirty (30) days from the date of this assessment to be valid. CLERK, BOARD OF COUNTY COMMISSIONERS CSce 9- 1/93 5 tC.. btl: am t3 m I01IIl mnOnIa 4,. n.ooI m72<< 2167088 OR: 2302 PG: 0834 UCOlDG II tile omcw OCCiIllI of coum CORTl, rL 14117191 It U:51A1lltIg'f I. SIOCI, run Dern coma JUI 2.01 1 6A 61 RESOLG7ION NO. 97- 148 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS PROVIDING FOR ASSESSMENT OF LIEN, FOR THE COST OF THE ABATEMENT OF PUBLIC NUISANCE, IN ACCORDANCE WITH ORDINANCE 91-47. WHEREAS, as provided in Ordinance 91-47, the direct costs of abatement of certain nuisances, including prescribed administrative cost incurred by the County, shall be assessed against such property; and WHEREAS, the cost thereof to the County as to each parcel shall be calculated and reported to the Board of County Commissioners, together with a description of said parcel; and WHEREAS, such assessment shall be a legal, valid and binding obligation upon the property against which made until paid; and WHEREAS, the assessment shall become due and payable thirty (30) days after the mailing of Notice of Assessment after which interest shall accrue at a rate of twelve percent \12.0\) per annum on any unpaid portion thereof. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY cor~ISSIONERS OF COLLIER COUNTY, FLORIDA, that the property described as follows, and having been abated of a public nuisance after due and proper notice thereof to the owner of said property, is hereby assessed the following costs of such abatement, to wit: ~ LEGAL DESCRIPTION: COST Lloyd G Sh..han TR 5600 N TlLlIliami TR STE 1 Naples, FL 33963 Lot 38 in Block 13, all in NAPLES $1223.92 MANOR LAKES, according to the Plat thereof recorded in Plat Book 3, Page 86 and 87, of the Public Recorda of Collier County, Florida. RBFERENCB: 61016-055 '62263920004 The Clerk of the Board shall mail a notice of assessment of lien to the owner or o~~ers of the above described property, and if such owner fails to pay such assessment within thirty (30) days hereof, a certified copy of this Resolution shall be recorded in the official records of Collier County, to constitute a lien against such property according to law, unless such direction is stayed by this Board upon appeal of..ehe assessment of the owner. thisJ.}~O.lution adopted after motion, second and majority vote. DATr;D: 3/f?9? ATTEST: ,:'."",~-. ,. '. . ,f." bWIGHT~. S.~OCKi~9LERK -. '. 'I ~;' ,',- - . j ,,_) ~ ~., j)(~/ ~p; ~D i'Ai~io'~FORM · / AND LEGAL,sUFFICIENCY: t.l tl fJ~ ~~D WEIGEL COUNTY ATTORNEY BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY'~~ TIMOTHY. COCK, CHAIRMAN CSce 11 - 1/97 BOARD 01' COONTY CClCNISSIONERS COLLIER COUNTY, FLORIDA 16A b LEGAL NOTICE OF ASSBSSMZNT 01' LIEN Lloyd G Sheehan TR 5600 N T~aai TR STE 1 Naple., FL 33963 DAn: March -<;, 1997 **t OR: 2302 PG: 0835 ttt RZrKRENCZ 61016-055 '62263920004 LIEN NUMBER: LEGAL DESCRIPTION: Lot 38 in Block 13, all in NAPLES HANOR LAKES, according to the Plat thereof recorded in Plat Book 3, Paqe 86 and 87, of the Public Records of Collier County, Florida. You, as the owner of the property above de:scribed, as recorded in the records maintained by the office of the Property Appraiser, are hereby advised that the Compliance Servlces Manager, did on 10/16/96, order the abatement of a certain nuisance existing on the above property prohibited by Ordinance 91-47, serVing no~ice thereof upon you, such nuisance being: Accumula~on of prohibi~Ad .xotica on unimproved land located within 200' of improved, .uhcli vidod property. Prohibi ted dumping, accumula~on, storaqe or burial of litter, waste or abandoned property. Brazilian pepper hedg.s and MelaleucA tre.. You failed to abate such nuisance; whereupon, it was abated by the expenditure of public funds at a direct cost of $1023.92 and administrative cost of $200.00 for a total of $1223.92. Such costs, by Resolution of the Board of County Commissioners of Collier County, Florida, have been assessed against the auove property on March 4, 1997 and shall become a lien on the property thirty (30) days after such assessment. You may request a hearing before the Board of County Commissioners to show cause, if any, why the expenses and charges incurred by the County under this Ordinance are unwarranted or excessive or why such expenses should not constitute a lien against the property. Such request for hearing must be made to the Clerk of the Board of County Co~~issioncrs, Government Center, Naples, Florida 34112 in writing within thirty (30) days from the date of this asse3sment to be valid. CLERK, BOARD OF COUNTY COMMISSIONERS CSce 9- 1/93 . . 16A 7, CONSTRUCTION AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS TIllS CONSmUC1l0N AND MAINTENANCE AGREEMENT FOR SUBDIVISION IMPROVEMENTS entered into this L~day of // h~.L. 19Ubetwcen Quinby Development , hereinafter referred to as "Developer", and the Board of County Commissioners of Collier County, Florida, hereinafter referred to as "The Board". RECITALS I. Developer has. simultaneously. with the delivery of this Agreement. applied for the approval by the Board of a certain plat of a subdivision to be known as Villages of Wyndemere. 2. Division 3.2 of the Collier County Land Development Code requires the Developer to post appropriate guarantees for the construction of the improvements required by said subdivision regulations, said guarantees to be incorporated in a bonded agreement for the construction of the required improvements. NOW, TIlEREFORE. in C<.'}nsideration of the foregoing premises and mutual covenants hereinafter set forth. Developer and the Board do hereby covenant and agree as follows: I. Developer will cause to be constructed water, sewer, paving and drainage within 2 months from the date of approvai of :>aid subdivision plat, said improvements hereinafter referred to as the required improvements. 2. Developer herewith tenders its subdivision performance security (attached hereto as Exhibit "A" and by reference made a part hereot) in the amount of $31,878.00 which amount lIZf\M7. W-41:nllOO9DEN n~.~ I 6A 7 / represents 10010 of the total contract cost to complete construction plus 100% of the estimated cost to complete the required improvements at the date of this Agreement. 3. In the event of default by the Developer or failure of the Developer to complete such improvements within the time required by the Land Development Code, Collier County, may call upon the subdivision perfonnance security to insure satisfactory completion of the required improvements. 4. lbe required improvements shall not be considered complete until a statement of substantial completion by Developets engineer along with the final project rerords have been furnished to be reviewed and approved by the Development Services Director for compliance with the Collier County Land Development Code. 5. The Development Services Director shall, within sixty (60) days of receipt of the ~1atement of substantial completion, either: a) notify the Developer in writing of its preliminary approval of the improvements; or b) notify the Developer in writing of its refusal to approve improvements, therewith specifying those conditions which the Developer must fulfill in order to obtain the Directors approval of the improvements. However, in no event shall the Development &o;rvices Director refuse preliminary approval of the improvements if they are in fact considered and submitted for approval in accordance witl) the requirements of this Agreement. 6. The Developer shall maintain all required improvements for a minimum period of oue year after preliminary approval by the Development Services Director. After the one year maintenance period by the Developer has tenrJnated, the Developer shall petition the Development Services Director to inspect the required improvements. 1be Development Services Director or his WlM7- ,.. .ol)1lDll; J1fJ'C I~ 1 6A 7 designee shall inspect the improvements and. if found to be still in compliance with the Collier County Land Development Code as reflected by fmal approval by the Board, the Board shall release the remaining 10% of the subdivision perfonnance security. The Developer's responsibility for maintenance of the required improvements shall continue unless or until the Board accepts maintenance responsibility for and by the County. 7. Six (6) months after the execution of this Agreement and once within every six (6) months thereafter the Developer rnay request the Development Services Director to reduce the dollar amount of the subdivision performance security on the basis of work completed. Each request for a reduction in the dollar amount of the subdivision performance security shall be accompanied by a statement of substantial completion by the Developer's engineer together with the project records necessary for review by the Development Services Director. The Development Services Director may grant the request for a reduction in the amount of the subdivision performance security for the improvements completed as of the date of the request. 8. In the event the Developer shall fail or neglect to fulfill its obligations under this Agreement, upon certification of such failure by the County, Administrator may call upon the subdivision performance security to secure satisfactory completion, repair and maintenance of the required improvements. The Board shall have the right to construct and maintain, or cause to be constI11cted or maintained, pursuant to public advertisement and receipt and acceptance of bids, the improvements required herein. The Developer, as principal under the subdivision perfonnance secU!;ty, shall be liable to pay and to indemnify the Board, upon completion of such construction, the final total cost to the Board thereof, including, but not limited to, engineering, legal and G'1 Jr.7. 'If.(,1 JJOl109.DEN ');..~ 16A 7 contingent costs, together with any damages, either direct or consequential, which the Board may sustain on account of the failure of the Developer to fulftll all of the provisions of this Agreement. 9. All of the temlS, covenants and conditions herein contained are and shall be binding upon the Developer and the respective successors and assigns of the Developer. IN WI1NESS WHEREOF, the Board and the Developer have caused this Agreement to be ~ ~ executed by their duly authorized representatives this -'7/ day of _::L2juL/- , 19..:l..Z Signed, Sealed and Delivered in the presence of: tj)~ -n~ (Developer Name): QUI'" by {).t" t/ () t'~ By: ~ J-... c?. 1--? Dorene Nitch Clyde C. Quinby ~~J )Y(._J.._ President ~ ,..".... "'.' '> , :Marlene sate. .. "'" " . ._'" ~ .... ~,.' . . . . '.: :'. ""', . 1'........ . :'. .-: AITES' T. {. . .' (" .... ." ./. (.' .- .;, D\vIGrrr E.B'Lo.&:~CLERK ,""", ,. "" : -,/ , ~ ../7'/. ,.~: .': ~.,,j '. '~tJ'N:.r ,',.~' -:~(' . '. ~ Clerk. .' \. . "40, ,.' i ....,.' ,.' : .'....,.- '. r ....' ",I " , ApPro,:,ed a& to form and 1r;t:2~7A ~ BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA BY'~ Timothy L. k, Chairman u. . ~ Collier County Attorney 1IZnM7. ."'_.DIDI I~ RESOLUTION NO. 97---1A9 1 6A 8 RESOLUTION AUTHORIZING FINAL ACCEPTANCE OF THOSE ROADWAY, DRAINAGE, WATER AND SEWER IMPROVEMENTS IN NORTHBROOKE DRIVE, RELEASE OF THE MAINTENANCE SECURITY, AJ'I.'I) ACCEPTING TIlE MAINTENANCE RESPONSIBILITY FOR THE ROADWAY, DRAINAGE, WATER AND SEWER IMPROVEMENTS THAT ARE NOT REQUIRED TO BE MAINTAINED BY THE HOMEOWNERS ASSOCIATION WHEREAS, the Board of County Commissioners of Collier County, Florida, on February 14, 1995 approved the plat of Northbrooke Drive for recording; and WHEREAS, the developer has constructed and maintained the roadway, drainage, water and sewer improvements in accordance with the approved plans and specifications and as required by the Land Development Code (Collier County Ordinance No. 91-102, as amended); and the Utilities Standards and Procedures Ordinance (Collier County Ordinance No. 88-76, as amended), and WHEREAS, the developer has now requested final acceptance of the roadway, drainage, water and sewer improvements and release of his maintenance security; and WHEREAS, the Compliance Services Section of the Development Services Department has inspected the roadway, drainage, water and sewer improvements and is recommending acceptance of said facilities. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLUER COUNTY, FLORIDA, that final acceptance be granted for those roadway, drainage, water and sewer improvements in Northbrooke Drive, and authorize the Clerk to release the maintenance security BE IT FURTHER RESOLVED AND ORDERED that the County accept the future maintenance and other attendant costs for the roadway, drainage, water and sewer improvements that are not required to be maintained by the homeowners association This Resolution adopted after motion, second and majority vote favoring same ''':'' DATE:. 4/#';./;;;;/ ATTEST:.' . '. . DWIGHT'E.BROCK, CLERK .. "'\~' i;.' . ~.~i~~~frr ,"~ . /" / /, ~ .... / BOARD OF COUNTY COMMISSIONERS COLUER COUNTY, FLORIDA By _~# TIMO . HANCOCK, CHAIRMAN ~. - . Approved as to form and legal sufficienCy:. l rt J I t ,i. ,/dc'--- Heidi F. Ashton Assistant Collier County Attorney MEMOR.ANOOK Date: March 5, 1997 To: Marquita King, Senior Secretary Public Works From: Ellie Hoffman, Deputy Clerk Minutes & Records Department Re: Resolution 97-150 and Project Maintenance Agreement for Roadway Widening and Resurfacing on C.R. 846 from S.R. 29 to the Hendry County Line Enclosed please find a certified copy of the resolution as referenced above and six original agreements, approved by the Board of County Commissioners on March 4, 1997. Please forward the documents to the State for the required signatures and return one fully executed original to Minutes and Records. If you should have any questions, please contact me at: 774-8406. Thank you. Enclosures 168 '4' 1 O~ ~ RESOLUTION NO. 97- 150 A RESOLUTION FOR A TRANSPORTATION ENHANCEMENT PROJECT MAINTENANCE AGREEMENT FOR ROADWAY WIDENING AND RESURFACING ON C.R. 846 FROM S.R. 29 EASTERLY TO THE HENDRY COUNlY LINE BETWEEN THE FLORIDA DEPARTMENT OF TRANSPORTATION AND THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY. FLORIDA. WHEREAS. the Board of County Commissioners ("Board") of Collier County, Florida, wishes to enter into a Transportation Enhancement Project Maintenance Agreement (the" Agreemenr) with the Florida Department of Transportation (FOOT); and WHEREAS, a Resolution of the Board authorizing the execution of that certain Agreement with the FOOT is required; and WHEREAS, the Board has the authority to enter into an Agreement with the FOOT to undertake a Project as authorized by the Intermodal Surface Transportation Efficiency Act of 1991, as amended; and WHEREAS, the Project consists of roadway widening and resurfacing on C.R. 846 from S,R. 29 easterly to the Hendry County Line. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: 1. That the Agreement for State Project No. 03020-3602 is approved. 2. That the Chairman of the Board of County Commissioners is authorized to execute the Agreement with the Florida Department of Transportation. This Resolution adopted this 7~ day of '--- ~/ /'" I c; ,~ ~ /.-.- , 19,9" ~ after motion, second and majority vote favoring same. .{ " ,.. ,.,.' '...j . ~..c (" ArrESr:' , '.:' ' DWJGHT E. B'ROCK, Clerk ,)g,;l%lt' ~6 ,.:2/1 1~ (. .:(' .-. . ' / -~"'. '- ....- __,'~. ;/ ~ ,\,~ i ~_.'. , ... 1, ..: ". .., l'!: ,,:' ~ ~ :" ", . ,"","".. " .,' . . Appltlveq. ~~tOfortn and legal sufficiency- ~a,.., ryY~ Shirloy Jean McEachern Assistant Collier County Attorney BOARD OF COUNTY COMMISSIONERS COLLIE COUNTY, FLORIDA BY m"/fl?1I071Q"", FD0; A".... "Ar 168 STATE PROJECT NO.: 03020-3602 WPI NO.: 1123687 FAP HO.: ACXA-1547-(2) COUNTY : Collier ~ ~a ACI1RE~ THIS i. an Agreement, by and between the STATE OF FLORIDA DEPAR'l'KEN'l' OP TRANSPORTATION, hereinafter referred to au the -DEPAR'l'KElfT, - and COLLXD COOs.n, hereinafter referred to as "LOCAL GOVERNXENT- . W I ~ N E SSE T H WHEREAS, pursuant to Section 339.08(2)(b), Florida statutes (1995) and the Intermodal Surface Transportation Efficiency Act of 1991, the OBPAR'l'KEN'l' is authorized to undertake a project within the LOCAL GOVERNMENT geographical limits; and WHEREAS, said project is identified and known to the parties aa State Project No. 03020-3602, WPI No. 1123687, Federal Aid No. ~CXA-1547-(2), which will be of benefit to the LOCAL GOVERNMENT; and WHEREAS, in accordance with Title 23, U.S. Code, Section 116 and Federal Highway AdlIlinistration requlations issued pursuant thereto, there lIUst be an agreement froa the LOCAL GOVERNMENT to -.aintain the project; and ~' the .$'; a Pt2. hereof, has ~ ~r'-----./ LOCAL GOVERNMENT by Resolution, dated , a copy of wbi~~ ia attached hereto and made approved the Aqreement and authorized its to execute said Agreement. ~OW, TR1R11QPR, in ~~n414.r.tl~ of tho pr..J...,the partieD agree as follows: I 1. The DEPARTMENT has undertaken the proj ect and obtained approval for federal participation in widen , a..urface on OR 84' fro. sa 2' ...torly to the Hendry county Line. 2. It is understood and agreed by the parties that upon completion of construction of the project, the LOCAL GOVERNMENTu.-.. ahal1 be responsible for maintenance of said proj ect in accordance with Title 23 u.S. Code, Section 116 and the following federally accepted atate standards: (a) Manual of UniforJI Minbma Standards for Desiqn, Construction and Maintenance for Streets and Highways (1994), aa .-ended; (b) POOT Procedures 850-065-001, 850-065-002, and/or 650-050-001, as amended. 3. This document incorporates and includes all prior 1 68 4 negotiations, correspondence, conversa tions, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understanding concerning the subj ect matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. .. To the extent allowed by Section 768.28, Florida Statutes, the LOCAL GOVERNMENT hereby agrees to indemnify, defend, save and hold harmless the DEPARTMENT and its officers, agents and employees from all claims, demands, liabilities and suits of any nature arising out of, because of, or due to any negligent act or occurrence of omission or c01llmission of the LOCAL GOVERNMENT, its officers, agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the DEPARTMENT for its negligence. 5. This Agreement shall be governed, interpreted and construed according to the laws of the state of Florida. IN WITltESS WHEREOF, the LOCAL GOVERNMENT has caused this Project Maintenanc~ ~ement to be executed in its behalf this -;y"7"'f day of ~.?1'~ __ , 19 97 , and the DEPARTMENT has executed this P ject Maintenance Agreement through its District Secretary for District One, Florida Department of Transportation, this day of , 19 This Agreement shall become effective upon execution by the DEPARTMENT . BOARD OF COUNTY COMMISSIONERS ~OLLIER COUNTY. FLORIDA STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION By{,~~~ " ....'~. ~ .'. L.. .~ncock, Chainnan .;'..'. . '. .. .'......fj \ / ~..~~~~i~<0(1 .,. erk'"., . .' ./ /,., ',..- .. '\ :..,... C"~ . ",.,...\ By: District Secretary ATTEST: Executive Secretary As to Form and Legality By: District Legal Counsel . . ".' , ,. . . -. 21641~~ OR: ljOO ~G: ,4~U DCOIDIO in O"ICtA~ UCOlnS of COLLIla COUlTY, r1. 6 C 2 O~/Ol/97 at 10:26A1 DWIGHT I. BlOC1, CLlll DC III 15.00 coms 3.:0 tell!: CLlU TO m B01ID IlTIaOllICI 4TB l~a lIT 1240 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT is entered into this y-rJJ day of ~~h-997. by and between EVERGLADES CITY, FLORIDA, hereinafter called the "City", and the BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA, hereinafter called the "County". The City and the County are referred to collectively herein as the "parties". WITNESSETH: WHEREAS, the parties are interested in providing at each of the physical facilities of the City additional recreational and other community service programs for residents of the City and Collier County; ar.d WHEREAS, this Agreement is intended to result in more extensive utilization of the City's physical facilities to accommodate the contemplated activities, and WHEREAS, in the interests of providing the adJitional community services to the public with the least expenditure of public funds, full cooperation between the County and the City is called for; and WHEREAS, the parties have authority '0 enter into this Agreement with each other and to do all things appropriate to aid and cooperate with each other in the cultivation of good citizenship by providing adJitional programs of community services and recreational and social activities. NOW THEREFORE, in consideration of the premises and the benefits each to the other the parties agree as follows. 1. FACILITY IMPROVEMENTS. lbe COWlty will provide resurfacing of the City's basketball court, tennis courts, repair perimeter fencing and improve the lighting within City's City Parle All improvements will be completed by the County using C0UIlty funds. The City will obtain and/or provide all permits neces.<;ary to commence any improvements. All City Park facilities before and following these improvements will remain in the ownership of the City. Page 1 of 3 OR: 2300 p,* ~~l t.. 2. SCHEDULING EVENTS. The County shall be allowed access and use of the City Park facilities for any summer camp or after school programs that it conducts in the Everglades City area at no charge. In scheduling events or programs at the City Park, the City's events and programs shall have first priority for use. Schedules of dates/times for the use of the City facilities will be worked out from time-to-time in advance by the parties. Those schedules will be arranged to Jvoid time/use conflicts. 3. The City shall be consulted in the planning and administering of any County program to be conducted at the City Park. 4. The County will provide its own pet'S\)I".nel as determined to be adequate by the County, to supervise the County's activities which will take place at the City Park. All personnel provided by the County shall be llnder the supervision of the County. 5. The County shall furnish and supply all expendable materials associated with any event that it sponsors at the City Park. 6. TERM. This Agreement shall become effective and shall remain in full effect for five years commencing on the date of execution and tenninating on March I, 2001. At that time the County shall have no other rights related to the Park or this Agreement. If this Agreement is terminated by City before the passage of five years, the City shall reimburse the County according to the following schedule: Termination in the year: 1997 $30,000 ! 998 $25,000 1 999 S20,000 2000 $15,000 2001 $10,000 7. NO ASSUMPTION OF LIABILITIES. Neither party shall assume the liability of the other. The County shall maintain at all times during the duration of this Agreement and in the event of a claim, insurance equal to the coverage that it nonnally canies for other similar events or programs conducted at its own facilities. The City will maintain insurance as determined to be adequate by the City. Page 2 of 3 " .. ~. ... OR: 2300 Pq: ~2 ;u 8. TERMINATION. This Agreement may be terminated by either party upon action taken by either governing body c.ommunicated in writing to the other party. 9. RECORDING. This Agreement shall be rec..orded in the Official Records of Collier County, Florida. EVERGLADES CITY, FLORIDA BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY~~~~A~~~ Sammy Hamilton, Mayor TlDlothy L. ancock, Chairman A TrEST: ATTEST: ~er J/o/1:~ Approved as to fonn and legal sufficiency: Approved as to fonn and legal sufficiency: , , ~ . I. I" ~, '* . .. .- . ., . "'1 " do if01// ~.;{. e.1:it David C. Weigel County Attorney tw Page 3 of 3 160 '11 MEMORANDUM -d+ To: Commission~: L. ~ancock. Chairman, Distric. #2 Ramiro Manalic . Chief Assistant County Attorney From: Date: April 24, 1997 Re: Agenda Item No. 16Dl From the March 4, 1997 Bee Meeting and Agmda Item No. 9B From the April 22, 1997 BCC Meeting Repding Sett~ Agreement and Release with Coltier CmU1ty Employee Marsha l..i~ This is to inform you that, consistent with the Boartrs direction .. the March ~ 1997 meeting, the County Attorney's Office is submitting for your approval the cnclosed ~ Agreement and Release which has already been executed by Collia Couuty c:mpioyQ: Marsha Litsinger. As you may recall, the agenda item of March 4th authorized the Ch.liu.u... to execute the Settlement Agreement and Release in substantially the same form that was pc~jJled in that agenda package upon final approval by the County Attorney. The rnattc:f was placed back on the April 22nd agenda because an impasse had developed between the parties regarding the finaJ wording of the docwnent. That impasse was resolved on April 21 st and the agenda item of April 22nd was withdrawn. This is to inform you that the changes which have occurred in the document since it appeared in the Executive Summary for the March 4th meeting are no~ in the estimation of the County Attorney, substantial and for that reason the document now meets County Attorney approval. The County Attorney's Office recommends that you execute this agreement. The principal changes which have occurred in the document are as follows: 1. Paragraph I: the change of employment status date for Litsinger (to part time employee) was made effective February 24, 1997 instead of March 3, 1997 to reflect the reality of the date of Litsinger's departure from the County. 2. Paragraph 2: County, like Litsinger, is unconditionally, fully and finally releasing and discharging Litsinger from any and all types of claims the County might have had against Lil')inger prior to the effective date of the Agreement. The Releases provided by County and Litsinger do not apply to any future employment of Litsinger after the effective date of the Agreement (no promise of such future employment is hereby made by County). - continued - 160 1 April 24, 1997 Page 2 3. Parasrraph 7: Litsinger shall also be paid the balance of accrued leave earned by Litsinger during her employment and pursuant to County Human Resources Policies and Prcr~ures and applicable laws, ifany. 4. Para2J"aph 12: It is stated that ritbg party may seek appropriate enforcement remedies for any breach of the Agreement by the other party. However. such remedies shaH not include the revival of any relea."KXl claims bv either Darty. This was a major problem prior to lhis agreed-upon language. The problem stemmed from Litsinger's counsel insisting on Litsinger's ability to resurrect any and all released claims if it were shown that the County breached the Agreement. The Cotmty's position, as reflected in the present clause, is that any breach only entitIes the other party to enforce the agreement but not to revive released claims. 5. The signature line for Marie Mattox, as attorney for Marsha Litsinger, was removed because Ms. Litsinger had given written indications to the County Attorney's Office that her attorney was no longer involved in this matter and that she would conclude it herself. In summary, the changes which have been made do not substantially alter the County's position in this Agreement. The Agreement meets with County Attorney approval and it is recommended that you execute same. Please feel free to contact me if you have any questions or comments. Respectfully submitted. RM:gb Enclosure cc: David C. Weigel, County Attorney Michael W. Pettit, Assistant County Attorney Mike McNees, Interim County Manager lare Sahnon, Senior Human ~ Analyst. Human Resources Ed Finn, Operations Dlrcctor. Public Works h:~~I....IlOoh...c:oc" 160 -1 SETILEMENT AGREEME!-;T AND RELEASE This Settlement Agreement and Release (hereinafter referred to as "Agreement") is entered into this ~ day of ~~ , 1997, by and between MARSHA D. LITSINGER (hereinafter referred to as "LITSINGER") and the Collier County Board of COWlty Commissioners (hereinafter referred to as "COUNTY"). WHEREAS, LITSINGER has been employed by COUNTY as a staff member in Naples, Collier COWlty, Florida since October 12, 1987; and WHEREAS, this Agreement, in ils entirety, pertains only to the period of LITSINGER's employment from 10/12/87 to 10/12/97, and does not preclude nor promise LITSINGER future employment with the COUNTY, and WHEREAS, the parties desire to fully and completely resolve and settle any and all claims, known or unknown, which the parties had, have or may have relating to the employment or cessation of employment of LITSINGER by the COUNTY. NOW, TIIEREFORE, in consideration of the promises and mutual covenants herein contained, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. LITSINGER hereby volWltarily changes her employment status with COUNTY to part-time effective February 24, 1997, and voluntarily tenders her resignation from employment effective October 12, ] 997 and the COUl'iTY hereby accepts said part-time employment and said resignation on said effective dates. 2. LITSINGER agrees not to file any grievances, lawsuits or any other claims that she had, has, or may have, as of the date of the execution of this Agreement, relating to her employment or the cessation thereof with COUNTY specifically including, but not limited to, 16D 1 any and/or all of the following types of claims, charges, actions and/or lawsuits: age, race or sex discrimination or any other protected category claim, including sexual harassment; worker's compensation; "whistle blower" claims pursuant to applicable Florida or Federal Statutes; \Jr-rongful discharge; civil rights; any claims of alleged deprivation of constitutional rights; unfair treatment claims; intentional infliction of emotion distress; and defamation. County agrees not to file any grievances, lawsuits or any other claims that County had, has, or may have. as of the date of the execution of this Agreement, relating to Litsinger's er.lployment or the cessation thereof with County. 3. Other than as to the express righL<i and obligations set forth in this Agreement. and In consideration of the provisions, promises, terms and conditions of this Agreement. LITSINGER on behalf of herself and any and all heirs, executors, administrators. legal representatives, and assigns, hereby UNCONDmONALL Y , FULLY AND FINALL Y RELEASES AND FOREVER DISCHARGES County from any and all duties, claims, rights. complaints. charges, damages, costs, expenses, attorneys' fees, debts, demands, actions, obligations, grievances, liabiiities, and causes of action, of any and every kind, nature, and character whatsoever, whether known or unknown. whether arising out of contract, tort, statute, settlement, equity or otherwise, whether foreseen or unforeseen, whether past, present. or future, whether fixed, liquidated, or contingent, which LlTSINGER ever had, now has, or may in the future claim to have had against COUNTY, based on any act or omission concerning any matter, cause, or thing before the date of this Agreement and up to the time of execution of this Agreement by all parties, including but not limited to, those matters, causes or things directly or indirectly arising out of a claim or lawsuit as described above in Paragraph 2., or tmder any other federal. state or local statute or act, ordinance, regulation, custom. rule or policy, or any cause of 2 16D 1 action in contr3Ct or tort, including any intentional torts, or any ins+..ruments, agreements, or documents entered into by, between. or among LITSINGER and COUNTY (all of the foregoing is hereinafter referred to collectively as the "released claims"). To the extent permitted by law and as may be applicable, County likewise hereby u.'lCOnditionally, fully and finally releases and forever discharges Litsinger from any and all released claims as mentioned above. It is hereby agreed and understood by the parties that the released claims provision mentioned above does not apply to any future employment (employment of Litsinger by County after the date of the execution of this Agreement) [hat Litsinger may have with County and that no promise of such future empioyment is hereby made by County. 4. LITSINGER hereby waives any and all rights she has, had or may have against COUNTY for reinstatement to her former or equivalent job, or to any other position with COVNrY for any reason, or to any other costs or damages whether compensatory, punitive or otherwise. 5. Pursuant to 29 U.S.C. Section 626(f) LITSINGER and COUNTY hereby agree that this Agreement is intended to be and is in fact a knowing and voluntary waiver of any potential Age Discrimination in Employment Act (ADEA) claims and/or any potential EEOC claims for all rights being waived under this Agreement. This waiver is recognized by both parties to be provided by LlTSINGER in exchange for consideration in addition to rights that she may already be entitled to. Specifically, LITSINGER shall hereby be allowed by COUNTY to work as a COUNTY employee on a regular schedule to benefit LITSINGER in her effort to vest in the State of Florida Retirement System. COUNTY does not, by this Agreement, promise LITSINGER that LITSINGER shall be so vested, since only the State of Florida can lawfully 3 160 1 make that determination. LITSINGER is hereby provided seven days following the execution of this Agreement to revoke her waiver of ADEA claims, as required by the ADEA. 6. Upon reasonable notice and at reasonable times and places, LITSINGER hereby agrees to In.'eet with COUNTY's attorneys concerning any COUNTY personnel or employment matters about which she has knowledge as a result of her employment with COUNTY. LITSINGER also hereby agrees to voluntarily and truthfully testify upon request of the COUNTY in any employment or personnel litigation in any administrative or judicial forum, at least to the extent she has knowledge about the matters in dispute as a result of her employment with COUNTY. 7. COUNTY agrees to pay LITSfNGER at the rate of $20.9648 per hour, minus payroll deductions, for four hours per week of good faith, diligent perfonnance of the COUNTY'S assigned duties to LITSfNGER. Said payments shall end on October 12, 1997. COUNTY shall also pay said hourly rate for any additional hours of work requested by COUNri and agreed to be perfonned by LITSINGER. This hourly pay rate shall be a full and complete settlement, and shall represent all monies to which LITSINGER is, may be, or claims to be entitled from COUNTY upon satisfaction of the "'equirements set forth in this Agreement. Notwithstanding anything to the contrary in this paragraph, LITSINGER shall also be paid the balance of accrued leave earned by LITSINGER during her employment and pursuant to COUNTY Human Resources policies and procedures and applicable laws, if any. 8. Each party agrees to waive the right to seek payment of attorney fees or costs, which have been or may be incurred in the allegations referenced herein, and both parties agree to pay for their respective attorney's fees and cost'). 4 100 1 9. LITSINGER represents and warrants to COUNTY that she is authorized to enter into and that she has the authority to perform the terms of this Agreement and that she has not sold, assigned, transferred, conveyed, or otherwise disposed of all or any portion of the released claims. 10. This Agreement is the result of a compromise of disputed actual and/or potential claims and it is Wlderstood that the execution and performance of this Agreement by COUNTY does not constitute, nor shall it be construed as, a precedent of any kind or an admission that COUNTY has violated any statute, rule, regulation or ordinance of the United States or the State of Florida, or breached any duty owed to LITSINGER under Federal, State or local law, policy or practice, with respect to LITSINGER'S employment, or in any other matter, or that any of LITSINGER's claims have any merit whatsoever. COUNTY explicitly denies any such wrongdoing. II. If any provision of this Agreement or the application thereof to any party or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other party or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 12. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Any litigation regarding this Agreement shall be conducted in the Circuit Court in and for Collier County, Florida. Either party may seek appropriate enforcement remedies for any breach of this Agreement by the other party. However, such remedy shall not include the revival of any released claims by either party. 13. The parties hereto agree that this Agreement constitutes the entire agreement between LITSINGER and the COUNTY and that there exists no other agreements, oral or 5 16D 1 written, between them relating to any matters covered hy this Agreement or any other matter whatsoever. This Agreement supersedes and replaces all prior agreements and understandings. 14. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 15. This Agreement is binding on each of the parties and their respective heirs, successors and assigns. 16. E~cept as expressiy provided fOT herein, the parties represent and warrant that in executing this Agreement they do not rely upon and have not relied upon any oral or written representation, promise, warranty or understanding made by any of the parties or their representatives with regard to the subject matter, basis or effect of this Agreement. 17. The parties acknowledge that each party has participated in the drafting of this Agreement and each has had all equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be constr.1ed against any party based upon a claim that the party drafted the arnbiguouslanguagc. 18. The parti~ acknowledge and assume the risk that facts, additional and different or contrary to the facts which they believe to exist. may now exist or may be discovered after this Agreement has been entered. and the parties agree that any such additional. different or contrary facts shall in no way limit, waive. affect or alter this Agreement. 19. This Agreement, consisting of eight (8) pages. is freely and voluntarily entered into by the parties, and each has had the opportunity to obtain the advice of their respective legal counsel prior to signing this Agreement. Each party acknowledges that they have read this Agreement and has bad the opportunity to have this Agreement fully explained by counsel of 6 lOU 1 choice, and that they understand the words, terms, conditions and legal significance of this Agreement IN WITNESS WHEREOF, the parties have executed this Agreement. ':~~>-, .. ,,:/,,( :'~A~b~ ,.y-y /t, U1 .A~. , r '..D., . . .<i3ROCK, Clerk . :~~:?~'.J~, '\~~~": ~.. .... :&.: 'I' :~.. 1) f! : ~.. ~ . r ~. .- ..., . -~-' '. .' ~. : . ~ ..~'~~;-.. .< ,'-:r.;.~.,.. : ....;: J. -,'," ':"': .,.. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: '. ..., , 7 160 "1'" ~J).~~ MA HA D. LITSINGER STATE OF FLORIDA ) ) COLLIER COUNTY ) Sworn to and subscribed before me this ~ 3 day of 4IJr'r' / . 1997 by MARSHA D. LITSINGER €ho is personally known to ~ or who has produced as identification. o YS DENISE K PaEZ NOTARY PUBUC sr ATE OF FLOIUDA COMMlSSlON NO. CCS31W7 MY COMMISSION EXP. FEa 23 Printed Name and Commission #/Exp. ~~;p~- Notary Signature Approved as to form and legal sufficiency for County by: ~ ~-a~O ~~ ICH Chief Assistant County Attorney 8 BOARD OF COUNTY COMKISSIONERS MISCELLANEOUS CORRESPONDENCE March 4, 1997 I~~'" FOR BOARD ACTION: 1. Certificate of Correction: NEED MOTION authorizing the Chairman to sign Certificate of Correction to the tax rolls as presented by the Property Appraiser's Office. RECOMMEND APPROVAL . 2. Miscellaneous Items to File For Record with Action At Direc:1:ed 3. Districts: A. . Heritage Greens COllllDWlity Development - November 12, . December 9, December 16, December '-3 and December 27, 1996. AGfN~A ~TEM No. IA MAR 0 ~ 1997 PQ. I Gary L. Moyer, PA. Land Development & Management Consultant 16G 1 10300 Northwest Eleventh Mal Coral Springs. Florida 33{ (954) 753-03 February 11, 1997 Memorandum To: Ms. Kathryn Hankins County Finance DirectorlDeputy Clerk Collier County Courthouse P.O. Box 413044 Naples, FL 33941-3044 IIFO: flU: srtn nUl Ifl Clerk of the Circuit Court Finance Department ria Dwight E. Brock 2671 Airport Road, Court Plaza III P.O. Box 413016 Naples, Florida 34112-3016 Mr. W. Neil Dorrill Collier County Manager Goveinmental Center 3301 East Tamiami Trail Naples, Florida 33962 Reference: Minutes of Meetings held November 12, December 9, December 16, December 23, and December 27, 1996 Gary L. Moyer Manager From: EncloBed for your records are copies of the minutes of the meeting held by the Board of Supervisors of Heritage Greens Community Development District (formerly Dove Painte C.D.D.) as referenced above. GLM/nk Ene. Mise. Cones: Date: ?>) (j I q 1 I I itemS Ilr. G. J. Copies To: 1- ... - -- - MINUTES OF l\'JJ.4.;.t; UNG THE HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT 166 .1 The regular meeting of the Board of Supervisors of The Heritage Greens Community Development District was held Tuesday, November 12, 1996 at 9:00 AM. at 277 N. Collier Boulevard, Marco Island, Florida. Present and constituting a quorum were: James Reinders Raymond Harris Charles F. Bailey Bill Snyder Peter Comeau Chairman Vice Chairman Supervisor Supervisor (Resigned) Supervisor Also present were: James P. Ward Bruce Anderson Jack McKenna Dr. Hank Fishkind District Staff Attorney Engineer Fishkind & Associates FIBSl' ORDER OF BUSINESS RoD CaB Mr. Ward called the meeting to order at 9:00 AM. and stated the record will reflect that all Supervisors are present with the exception of Mr. Klass. THIRD ORDllai. OF BUSINESS App.r;vvaJ, of the ~lITIttes oftbe SeptP.m1)er 25, 1996 Meeting Mr. Ward stated you have received a copy of the September 25, 1996 minutes. If there were any additions, deletions or corrections, it would be appropriate at this time so indicate, otherwise, a motion for their approval would be in order. Mr. Reinders stated on page 8, just below the motion, where I am quoted as asking about the formal re-appointment of professionals, "regards" should be changed to "regard". On page 10, the second full paragraph from the bottom which begins, "Mr. Reinders stated....., the third sentence reads, "Our District has been amended so that we are now looking at an assessment base of up to $550". It ahould read "550 units". That is all I have. Does anyone have any comments, additions, corrections or deletions to the minutes? If not, I will entertain a motion for their approval. November 12, 1996 On MOTION by Mr. Bailey seconded by Mr. Snyder with all in favor the September 25, 1996 minutes were approved subject to the corrections noted. 16G .2 1 Mr. Reinders stated Mr. Snyder wishes to ad(!ress the Board. Mr. Snyder stated I wish to resign from the Board at this point in time. Mr. Reinders stated we now have a vacancy and it is appropriate to entertain a motion to appoint a new Supervisor to fill the unexpired term of Mr. Snyder. On MOTION by Mr. Reinders seconded by Mr. Bailey with all in favor Mr. Peter Comeau was appointed to fill the unexpired term of Mr. Snyder. Mr. Ward, being a notary public of the State of Florida, administered the Oath of Office to Mr. Comeau, a signed copy of which will be made a part of the District's official records. Mr. Comeau was advised that a Financial Disclosure form was required to be filed with the State of Florida within thirty days of being seated on the Board. THIRD ORDER OF BUSINESS Public Hearing on the Adoption of a Resolution Establi"hing Special Assessments A. Discussion of Assessment Methodology R Public Comment and Testimony C. Equalization of Assessments D. Adoption of Resolution Mr. Ward. stated I recommend to you that you hear Dr. Fishlr.ind and, if you like, Mr. McKenna of Agnoli, Barber ~ Brundage relative to the Engineer's Report and the methodology and then open it up to any public comment and testimony. Dr. Fishkind stated with the Board's indulgence, I suggest that Mr. McKenna go before me because the engineering and the cost estimates are the foundation for the work that I did. With your permission we will proceed that way. Mr. McKenna stated we have gone through the development of the construction plans and the permitting process and have come up with a cost estimate, Engineer's Opinion of Probable Cost, for the project which is identified 2 November 12, 1996 16G 1 in Table 3 of the Engineer'g Report. We have tried to split this cost out between roads and other associated cosl. The reason for doing this is because of the apportionment of the road costs to the golf course itself. In addition to that allocation, there is a methodology described in the Engineer's Report for the allocation of the fill material where the golf course lakes are being excavated and will be providing fill both to fill the golf course for the play areas as well as t.he residential area and the cost of that excavation has been allocated accordingly. Not unlike the excavation, storm drainage had to be installed and for this what we did was analyze a methodology considering the specific storm drainage pipes which provide strictly residential benefit, those that provide strictly golf course benefit and t.here are some of the facilities which arc benefiting both entities. In the last of those categories we have :;plit the costs of those drainage pipes and structures between the golf course Clnd the residential area. In the Report we have a site plan which attempts to depict which pipes are which and would fall into which category. We are currently modifying our construction plans and plat as you probably know. The submission has been made to Collier County. Collier County has responded with comments and we expect this week to be back to the County responding to those comments. Regarding the South Florida Water Management District permitting, we have an existing surface water management permit in place. Following County approval, we wili be going back to South Florida Water Management District to get a letter of modification to.allow for an alternate discharge point to the southeast corner of the property as compared to that which currently exi:~t.s at t.he northwest corner. Docs anybody have any questions? Mr. Comeau asked did you CV(~l" resdve the elevation concerns with the Water Management District in C(,jlier County in reference to the control elevation? The plan for the Cocohatchee downstream was different from that where the control was actually higher than the control discharge structure. Mr. McKenna replied there is a flap gate constructed now to discharge from this community int.o the canal which should prevent any water from coming back onto our site. The plans for the final control structure, that is Cocohatchee No.3, that has been talked about to be installed in the canal have not been finalized at this time as far as whether It will happen, v....hen it will happen or what. the elevation of it will be when it happens. :3 November 12, 1996 16G ~ Mr. Anderson stated although all of us at this table are aware of the development approvals that changed the density on this project, would you explain that for the record for someone who might review this later on? Mr. Reinders stated the last go-round you were looking at 450 approved units and a plat that was based on 400 units. That 400 units was divided into 180 multifamily or six-plex villas and approximately 79 single family estate lots. Included as well are about 163 patio home lots. Mr. Anderson stated the exact numbers are not the important thing, it is the fact that there was a change in the development plans that have necessitated a change in the District's improvements. Mr. Reinders stated the Developer has amended the development order and is amending th~ plat for up to 530 units. The distribution of product type has changed somewhat and there a re now 163 of the patio homes, 180 of the multifamily, 80 of the coaco homes and 106 of the twin duplex villas. Mr. McKenna stated because of those changes in density there were modifications of the construction plans and plat and of course the cover sheet of the plat had to be modified to consider new ownership. Mr. Comeau stated r have two things with the methodology and acreage allocations and the water use. The water use application was filed, was for reallocation and reference for the golf course irrigation. Did it also include provisions for withdrawal for the 180 villa tract? Mr. McKenna replied at this point, yes, the application that was filed does include the green space for the remainder of the community. Mr. Comeau asked the remainder of the community or specifically what it was supposed to be for? Mr. McKenna replied no, not what it was for exclusively. Mr. Comeau asked for all residential green space? Mr. McKenna replied yes. Mr. Reinders stated we can go ahead in terms of permitting. Mr. Comeau stated I have no problem with that. Second is that on your acre3ge allocations in what Dr. Fishkind put together, it appears that the duplex allocations is less as far as acreage in back of the villas with six-plex and since there is the higher density and actual east sharing, unless I read it wrong, the cost sharing for the duplexes 10 our experience is usually higher than that for the villas. On page 1 of the base analysis there :s the 180 multifamily that would be less. I want to make sure t.hat I am reading this right. 4 November 12, 1996 16G .11 Dr. Fishkind stated look on Table 6, Product Type, Total Cost Per Unit, seventeen, fifteen, twelve, seven and eight. Mr. Reinders asked is there anything dse for our Engineer on his report? Mr. Anderson stated on reviewing it, 1 do have some small changes but I can get with him to make t.he revisi0ns. Mr. Reinders asked are they editorictl in nature? Mr. Anderson replied yes, the only one I would want to note for the record is that you should not refer to these roads as private, they are District roads. Mr. Comeau asked does the c:{istillg preliminary plat that has been submitted accommodate both Ronto's ,,,rduct type and U.S. Home's product type for allocated setbacks? Mr. McKenna stated on the pI'clir linary subdivision plat, Collier County does not require a resubmission of the fJ. .Jiminnry subdivision plat so it was the final plat that was submitted and I bb...:ve ,)U :luve a copy of that original submission. The lot geometry has l".~ changed Irom that time. There has been more or less editorial comment submitted by the County but I am not prepared as to what product type it is going to accommodaLe. Mr. Comeau stated I requested that the District Engineer come hack to the Board with certification that the actual product types that are anticipated with the minimum windows that al'C required for product type that the preliminary plat and the final plat do accommodate that product type. Mr. McKenna slated we can provide that certification, the model that we havp heen given, the footprint, does fit on all of the lots. Mr. Comeau "sked including pools and such? Mr. Mcl{enna re:plied yes, what we have talked about doing is modification to the zoning regulations to i-hp PUD which would allow the setback to run back to t.he lake. Mr. Comeau asked are you saying you are going to have to modify the PUD in order to accommodate the pool? Mr. McKenna responded what we talked about for the pools was to move the lot line to the lake so that the rear port.ion of that lot would be encumbered by a . water management easement and the setback would run to the lake as compared to running back to the heginning of the water management casement. Mr. Comeau stated.the reason I bring it up is that Dr. Fishkind's analysis is hased on this preliminary plat that has heen submitted and the preliminary plat 5 November 12, 1996 16G .1 is based on a product type upon which both Ronto and U.S. Home hope to be able to develop on this based upon the improved PUD. Mr. McKenna st.ated for the record let me state that at the County there is a preliminary subdivision plat, it is a separate process. What we are talking about is the final plat, the construction plans that have been submitted albeit not completely final because there are change8 being made to it. I don't want the preliminary subdivision plat to be confused with what we are talking about here. The preliminary subdivision plat has not been modified, it is a sep.arate permitting process that took place prior to the County allowing you to submit the final construction plans and plat. The plat you are referring to is the final plat which has modifications occurring to it and there will need to be modifications to the rear lot line in ordt::r to accommoda te the pools. Mr. Comeau stated it is going to be handled through the plat, you are not going to be going for any rezoning. Mr. McKenna stated no rezoning, that is correct. We have had some discussion, we had a meeting last week regarding this and I think there are still some questions that we need to get resolved for the submission to the County. We have not moved the lot lines and we need to finalize that. Mr. Comeau stated for the purposes of adoption the methodology is fine. Mr. Reinders stated just a general question. We have the Estimate of Probable Cost and these are cast as going-forward costs to complete the project given that it is somewhat in flex. Mr. McKenna responded no, these are considered to be the costs for the project in total. Mr. Reinders stated t.hat is in all likel;hood to the extent lhat the costs to complete are less than the total cost raising the necessity to talk about reimbursements to the Owner-Developer for certifiable value of the work currently in place. Mr. McKenna stated that is correct. Mr. Reinders stated I assume there is some slack as to categories when it comes to that final analysis. Mr. McKenna stated there doesn't have tv be. Mr. Comeau stated the contingency amount is rather light. Mr. Reinders stated I think that the f'eal contingency is the fact that to the extent that the cost to complete would be more than we would otherwise hope, it will simply reduce the reimbursable amount to the Owner-Developer. In other 6 November 12, 1996 16G :l words I think the intent would be not to seek full reimbursement until the work is , complete so that we don't run into any dollar problems. The contingency becomes the value of the work in place which is not insignificant. Are there any other comments or questions with respect to the Engineer's Report? If not, we will move to Dr. Fishkind. Dr. Fishkind stated in t~rms of the assessment, as you can see this was updated as of yesterday because of the changes that occurred in the project at the time. The Board had originally adopted as assessment report. This report that we have today is an update of that initial report. It utilizes the same initial methodology for ~istributing the debt to the land uses within the District benefiting from the pnrticular facilities that are described in the Engineer's Report. Since we now have an updated Engineer's H.eport and a preliminary plat in with the Cqunty, we are in <1 positjpn to update the initial report and that is what this does. Because this was (J1~ update, I didn't discuss some of the issues relative to special assessments and I will discuss those for the record as we proceed with the report. We built directly on the District Engineer's Report that Mr. McKenna has just described for the record. In particular, we rely upon the cost estimates and the distribution of those cost estimates between the District facilities and the non-District facilities. .The Engineer's Report describes, and I have had extensive discussions with the Engineers concerning that distribution and I am very comfortable that the $4,407,550.00 is the amount not only necessary to complete the improvements for the District but encompasses the total cost and, furthermore, is a fair allocation to the District properties. Generally speaking, the methodology first takes the cost estimate, $4,407,500.00, and looks at bond size that was developed by William R. H(Jugh & Co. and that is $6,000,000.00. You are going to be issuing $6,000,000.00 in bonds in order to generate construction funds of $4,407.500.00 with the balance of the moneys going to capitalized interest, debt service, reserve and cost of issuance, It is $6,000,000.00 that we have to distribute across the benefited properties. The particular facilities and services that arc going to be funded are described 111' the Engineer's Report and in good detail. \Vhat the methodology does is to distribute those costs on the basis of the benefits recei,,'ed by the propel"ties. The first thing we did w?.s to ask the Engineers to articulate those costs as l~j roads :-.nd roadway-related items and everything else that is not roadway. l'h~ roadw8.y-reJated items were allocated to the properties on lhe basis of the trip ge,.wration because it is the capacity to exceed traffic that is, in essence, the benefit that is provided by tbe roadway and related improvements 7 November 12, 1996 16G 1 The other improvements were distributed on an acreage basis but the way we did it was to a;-ticulate that on the basis of equivalent residential units 80 we have classes of properties that are based on the types of development products that the Developer and land owner is considering for this project. Those are shown in Table 1. We can see the current specification of unit types that is 529 units on the preliminary plat on 72 developable acrCH. That is the land that will receive the benefits of this program. What we did was make a standard residential unit set at the density of the estate lo!s and ratio everything else on that basis using that as the standard. That makes a lot of sense given the way that drainage improvements and landscape and i;ccurity benefit land as opposed to the way in which roadway improvements bendit the capacity to make trips from that" land. That is the essence of the methodology. On Table 5 is shown the various trip rates and the calculation of the trips and the number of units and the distribution by percentages and that is how this debt is distributed. Table 6 shows the results. If you look at the top panel of Table 6, you can see $6,000,000.00, a total cost as it is divided between roadway and capital and articulated by 88ch of the unit types. Then you can see the total cost per unit and those are driven by the trip rates and the densities. In this project, it is anticipated that there will be a paydown of the debt at some period of time that may come before closing so that is what we are showing. That is illustrative, there iR nothin~ that the District is ~oin~ to do that would require that to happen but that is the current plan. Table 7 shows the Tax Roll based upon the preliminary plat. I want to state for the record there may be some changes as we move from preliminary file plat and if so, the methodology described here and illustrated on the basis of that preliminary plat will provide the Board with the guidance by which it can in an easy administerial way to accept the methodology simply make the minor adjustments that might ultimately be needed should there be any changes from the preliminary plat to the final plat. I can state that I have had discussions with the De\'eloper, I have a good unde,"standing of product pricing in these markets. Companies thut I am 011 thc Loard of participate actively in thcse markets. I can state with very strong convictions t.he benefit conferred on these lots in general, and on each type of lot in specific, far exceed the amollnt of lien that is going to be a8Ressed against each of these lots by a very significant multiple and, therefore, these benefits are in line with the kind~ of costs we are talking about. Finally, may I make a point that the special benefIts conferred on these properties that are 8 November 12, 1996 16G J. paying for these improvements are different in kind and degree than the general benefits that accrue to the public. The fundamental bottom line is that without these improvements there is not going to be any development of these lots. It would be physically impossible so it is this improvement program which allows for development of these lots and that demonstrates more clearly than anything else the special benefits that they get compared to any other general property in the community. That describes the methodology and I will be pleased to answer any questions. Mr. Reinders stated harking back to a discussion I heard a little while ago between Mr. Comeau and the District Engineer, if in fact the rear lot line in accordance with the plat on the estate lots, single family lots, is marginally pushed back such that there is a little more acreage in effect in the coach home than the single famiiy, is that going to change the allocations in any form? It seems to me that to the extent it deals with density rather than pure acreage it doesn't change it at all and t.o the extent that it might deal with acreage is immaterial. Dr. Fishkind stated 1 would agree with both of those comments and that is why we moved from a standard of pure acreage to a standard of unit classification because each and every lot is a little different and I don't believe that those Jlppropriate differences are significant enough to require that fine articulation of these assessment3 and rather I think the use by classification is more manageable and is very fair to the landowners. Mr. Reinders stated I have a Jeneral question. I am not sure how directly related to the assessment methodology this is but during the period of active development, the period during which the Cunstruction Fund is being expended for the infrastructure, we have two accounts, one being the Debt Service Reserve in the amount of ten percent of the bond issue and one being the Capitalized Interest Account to carry the issce through its first eighteen months. Interest earnings on those accounts can or can not flow into the Construction Fund? Mr. Ward replied interest in the Construction Fund will remain in the Construction Fund to bring it up to the $4.4 Million level. I do not recall where interest flows on the Reserve or Capitalized Interest Account. Generally, on the Capitalized Interest Account, it is net funded also so it will stay in that account to meet the capitalized interest requirements during the construction period and generally the Reserve interest during the construction period will go to the Capitalized Interest Account but that is not always fixed. I don't know what the 9 NOVtmber 12,1996 16G 1 documents say on this transaction at tbis time. Aftcr the construction period is over, Reserve interest will flow to the Revenue Account which is used to adjust the amount of the yearly payment that a homeowner or landowner will make towards the assessments. Mr. Reinders asked is that more a function of the Bond Indenture itself? Mr. Ward answered it is totally a function of how the Indenture is written. Mr. Reinders stated that is something I should address with Bond Counsel. Mr. Ward stated I do know what we have asked them to write in the Indenture and it is that in thc event of a prepayment, that tcn percent of the Reserve Account automatically be transferred to the Prepayment Account to be used as a credit towards the amount of the outstanding debt on the prepaid lot so that by the end of time, you have netted out to zero, and I assume that is where it will be going also. Dr. Fishkind stated in this case, Mr. Ward accurately described how the Debt Service Reserve Account works because it is ten percent of outstanding bonds so, as debt is extinguished through a process of paying down that debt, that is credited. In this application because it is the intention of the landowners to extinguish the debt as sales are made, it doesn't matter where the interest income flows because all of it eventually will accrue to the benefit of paying off bonds. If . interest is used to payoff bonds or if there is excess money in any of the accounts and the debt is extinguished, it is that much less debt that has t.o be paid down each time a lot is closed. Mr. Reinders stated I acknowledge that the net effect is what you say it is but I am more concerned with the internal use of the funds and to what extent we can reduce the net prepayment amount later on. Mr. Ward stated you can do it either way at this point. We do need to look again at the way the Indenture is wntten. Mr. Reinders asked are there any questions or comments with respect to Dr. Fishkind's methodology? Mr. Comeau stated I am looking at Table 6 and I am looking at your Roll. I see the methodology for estate lots and the amount is $17,498 which corresponds to your total assessment breakdown. Same thing holds true for executive lots at $15,373. It all correlates correctly with the multifamily at $8,417. Then I look at the duplex and I see that is supposed to be $12,588 and I see $15,177. Dr. Fishkind responded there are two units on each duplex lot and I should have mentioned that. It is discussed in the text and I know that the Supervisors 10 16G .1 November 12, 199n haven't had much time to read that. My apology for not having noted that in my comments. On coaches, there are four units on each lot. Mr. Reinders stated the Tax Roll is based on a lot basis whereas the individual assessments are on a unit basis. Mr. Harris stated with the villas, the only one that is fee simple is the multifamily besides the estate and single family. Mr. Reinders stated it is the only single unit per lot. There will be other fee simple conveyances. Dr. Fishkind stated the estate lots are fee simple, the executive lots are fee simple and the multifamily are fee simple. On the plat, each multifamily has its own defined lilt. Mr. McKenna stated one duplex lot contains two units. Dr. Fishkind stated one coach home lot contains four units. Mr. Comeau stated with the multifamily being separate. Dr. Fishkind stated that is correct. Mr. Reinciers asked are there any further questions or comments from the Board? There not being any, the meeting is open for any public comment and/or testimony. Hearing none, On MOTION by Mr. Reinders seconded by Mr. Harris with all in favor the Public Hearin~ was closed. Mr. Ward stated the next item on the agenda is the considemtion of the Resolution which Mr. Anderson has prepared and he will go through that Resolution with you. Mr. Anderson stated first of all, this is a Resolution to be adopted in the District's new name. A week ago today the County Commission approved the name change and this sets forth the estimated cost of construction that has been previously testified to as well as the amount in total, which includes financing costs, of $6,000,000.00. There will be two exhibits to this Resolution. The first one will be the District's Engineer's Report which will be Exhibit "A". Exhibit "BOt will be Dr. Fishkind's report. As part of the adoption of this Resolution you will be taking into account the comments and questions in testimony that just occurred and you will be acting as a Board of Equalization to equalize these assessments based on thc evidence you heard. Also, this Resolution provides that at such time the construction has been completed, you will again mcet as an Equalization 11 November 12, 1996 16G 1 Board to finalize the special assessments and rebate back, if there is any less cost, a credit to any of all these lots. I will he glad to answer any questions that you may have. Mr. Reinders stated I will pORe the same question that I asked earlier. When you speak of meeting upon completion to adjust or credit back that would, I guess, automatically deal with the matter of Teimbursements fOT a work in place to the extent fundable out of the account. . Mr. Anderson responded yes and we will at that time need to have an acquisi.tion agreement. Mr. Reinders asked are there any questions or comments for Counsel with respect to this proposed Resolution? Is there a number for this Resolution? Mr. Ward stated we will fill it in later. Mr. Reinders stated there being no questions or comments, On MOTION by Mr. Reinders seconded by Mr. Comeau with all in favor the Assessment Resolution was adopted. FOURlH ORDER OF BUSINESS Staff Reports A. Attomey There not being any, the next item followed. B. Engineer There not being any, the next item followed. C. Manager There not being any, the next item followed. }i'll'YIH ORDER OF BUSINESS Supervisor's Requests and Audience Comments Mr. Reinders asked are there any requests from our Supervisors? Mr. Harris stated I was talking to Ricardo and it seems that the South Florida Water Management District permit needs some additional information on ownership. There are several owners and they want to have the ability to pin down one owner and who is going to manage it and who is going to be responsible. Is there any kind of document that we can provide right now that gives them that comfort level? 12 November 12, 1996 16G .2 Mr. Reinders stated why don't we deal with that in an administrative setting and we had planned to have a meeting with our Engineer after this meeting and we can discuss it at that time. Mr. Bailey stated currently the District is in a state of financial emergency. At what point will that status be lifted? Mr. Ward stated the reason the District is in a state of financial emergency is because the prior Developer of this project did not fund what were essentially operating expenses of the District for the past close to three years. That means the District has accrued a liability on its hooks for whatever the amount of money is, which is mostly related to professional fees for the District. It doesn't have any outstanding non-discretior.ary expenses such as legal advertising or things of that nature. None of the professionals have indicated that they are going to try to do anything to foreclose their rights to collect those moneys and think that all of the individuals that I am aware of have agreed to work out a solution for the payment of their professional fees subject to the closing on the hond issue that we are doing. I think that as a part of the bond issue itself. the District will automatically turn itself around and pull itself out of the financial emergency that it is in and at that time, all of the paperwork will be done to pull itself out of the state of financial emergency. Mr. Reinders stated I will confirm that. In f?ct, there arc agreements to forbear pending closing on the property and arrangements made at that closing which will satisfy those current liabilities. Mr. Bailey asked who makes the final determination, somebody at the State level that the District. is no longer in a state of financial emergency? Mr. Ward replied no, the State hasn't taken over the affairs of the District and that was through the good work of Mr. van Assenderp's firm to insure that that would not happen, so at this moment it is still at the Board level and you will pull it out of the state of fi!lancial emergency at the time that you do the bond Closing. Things will automatically be turned around. When you see your audit statements, for a year or two, they will look terrible because it will be reflected that we were in this financial emergency hut (wer time, it will automatically clear itself up. Mr. Reinders asked have we been paying the requisite insurance for the benefit of these Supervisors? Mr. Ward replied yes we have. 13 November 12,1996 16G 1 Mr. Reinders stated I assume that was through funds ndvanced by the Developer. Mr. Ward stated yes it was. Mr. Reinders stated if there is no further business to be conducted, I will entertain a motion to adjourn the meeting. On MOTION by Mr. Bailey seconded by Mr. Harris with all in favor the meeting was adjourned at 9:50 A.M. ~~7 Secretary 14 AG~'1)A DOVE POINTE COMMUNTI'Y DEVELOPMENT DISTRlCT 16G .1 Tuesday November 12, 1996 9:00 A.M. 1. Roll Call 277 N. Collier Boulevard Marco Island, Florida 2. Approval of the Minutes of the September 25, 1996 Meeting 3. Public Hearing on the Adoption of a Resolution Establishing Special Assessments A. Discussion of Assessment Methodology B. Public Comment and Testimony C. Equalization of Assessments D. Adoption of Resolution 4. Stafl'Reports A. Attorney B. Engineer C. Manager 5. Supervisor's Requests and Audience CJmments 6. Adjournment 16G 1 Oath of Office I, Peter Comeau, a resident of the State of Florida and citizen of the United J.J.r~ 1"7:.J-A,'" (.,...,.....,1 States of America, and being a Supervisor of the Bove-t"o1:filc Community Development District and a recipient of public funds on behalf of the District, do hereby solemnly swear or affirm that I will support the Constitution of the United States and of the State of Florida, and will faithfully, honestly and imparyi~!.l.r.. . t~~;,rge the duties devolving upon me in the office of Supervisor of the Do,,"" r . te Community Development District, Collier County, Florida. (lc L~-<", Pet.er Comeau 16G 1. RESOLUTION NO. 97-~_ A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE HERITAGE GREENS (formerly known as Dove pointe) COMMUNITY DEVELOPMENT DISTRICT OF COLLIER COUNTY, RELATING TO THE IMPOSITION, LEVY, COLLECTION AND ENFORCEMENT OF CERTAIN NON-AD VALOREM SPECIAL ASSESSMENTS TO PROVIDE PROJECT IMPROVEMENTS ON PROPERTY WITHIN THE DISTRICT (KNOWN AS THE HERITAGE GREENS PLANNED UNIT DEVELOPMENT) r.ONSTITUTING THE ASSESSMENT RESOLUTION; EQUALIZING, APPROVING, CONFIRMING, APPORTIONING, LEVYING Al>c'D DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THE PROJECT IMPROVEMENTS WHERE COST IS TO BE DEFRAYED BY THE NON-AD VALOREM SPECIAL ASSESSMENTS; PROVIDING THESE PORTIONS OF TnE ESTIMATED COSTS OF THE PROJECT IMPROVEMENTS TO BE DEFRAYED BY THE NON-AD VALOREM SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH NON-AD VALOREM SPECIAL ASSESSMENTS SHALL BE IMPOSED, LEVIED AND COLLECTED; PROVIDING WHEN THE IMPOSITION AND LEVY SHALL TAKE PLACE; DESIGNATING THE LANDS UPON WHICH THE NON-AD VALOREM SPECIAL ASSESSME~ITS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; APPROVING AND ADOPTING THE FINAL ASSESSMENT ROLLi PROVIDING FOR SEVERABILITY AND CONFLICT; PROVIDING AN EFFECTIVE DATE. HHEREAS, the Board haS adopted Resolution 94-2 determining to make or cause to b"" made certain project improvements and d~fr'ay the expense thereof by non-ad valorem special assessments ("special. assessments", "assessments"), and has published Resolution 94-2 in accord with Section 170.05, Florida Statutes; and WHEREAS, pursuant to Seccion 170.07, Florida Statutes, the Board adopted Resolution 97-1 setting a public hearing for November 12, 1996 at 9;00 a.m. at 277 North Collier Boulevard for the purpose of hearing public comment on the levy of the non-ad valorem special assessments and notlce of such public hearing has been given by publication and by mail as required by Section 170.07, Florida Statutes; and WHEREAS, pursuant'. to Sect ion 170.08. Florida Statutes I the Board did meet as an equalizing board and held a public hearing on November 12, 1996. at 9:0J a.m., to receive testimony from affected property owners as co the proprlety and advisability of making the project improvements and funding them with special assessments or: property within the District ,IS to ::he cost thereof, as to \he manner of payment therefor. d:1d as tc the amount thereof to be assessed against each property so improved; and 16G 1 WHEREAS, the Board is empowered by its charter and 1S authorized to provide tne Froject improvements, to issue sp~cial assessment bonds and to amortize those bonds by the levy of non-ad valorem special assessments on property; and WHEREAS, the District has ascertained and determined that special benefits shall accrue peculiar to the parcels of property involved, over and above any general community-wide benefits, from the systems, faci 1 it ies and services const i tut ing ~he proj ect improvements, and that the duty per parcel to pay for these benefits shall be in propo::-tion, that is, fairly and reasonably apportioned per parcel, as set forth in Exhibit "B", attached hereto and incorporated hereirl by reference; and WHEREAS, the District has determined that the non-ad valorem special assessments shall not exceed the special and peculiar bene! i ts to the property, and has adj usted and equal i zed the assessments on a basis of justice and right; and WHEREAS, on November 5, 1996, the Board of County Commissioners of Collier County, Florida approved an amendment to the ordinance which established the District to change the name of the District from the Dove Pointe Community Development District to the Heritage Greens Community Development District. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT, COLLIER COUNTY, FLORIDA: 1. This resoluti9n is adopted pursuant to the provisions of Section 170.08, Florida Statutes. The findings and determinations set forth in the above Whereas clauses are true and correct and by this reference are incorporated herein. 2. This resolution constitutes the assessment resolution, following the Board having met as an equalizing board to hear and consider any and all complaints as to the special assessments and having adjusted and equalized the assessments on a basis of justice and right. 3. The nature and related aspects of project improvements, including the location of the improvements, are as set forth in Exhibit "A", attached hereto, with more specific drawings of plans and specificatio~s on file in the offices of the District Engineer. 4. The special assessments shall be levied on all lots and lands adjoining and contiguous or bounding and abutting upon such improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for. 5. The estimated cost of the improvements is $4,407,500.00 (hereinafter referred to as the "Estimated Cost") . -2- 16G 1 6. The particular non-ad valorem special assessments will defray approximately $6,000,000.00, which includes the Estimated Cost, plus financing, related costs, capitalized interest, debt service reserve and contingency. 7. The manner in which the assessment shall be made is as set forth in Exhibit "B", attached hereto. 8. The offices of the District Engineer, Agnoli, Barber & Brundage, are located at 7400 Tamiami Trail North, Suite 200, Naples, Florida. 9. At the referer.ced locat ion, the District Engineer has available for inspection an assessment plat showing the land areas to be assessed, complete with plans and specifications describing the project improvements, del ineating the Estimated Cost; these documents will be open to inspection by th~ public. 10. In the event the actual cost of the improvements exceeds the Estimated Costs, such excess shall also be paid by the District from additional assessments on the specially and peculiarly benefitted property on the assessment plat, or, alternatively, from contributions from other entities, as ~nd when authorized specifically by the Board. 11. It is hereby ascertained, determined and declared that the project improvements a8 set forth in Exhibit "AIt shall result in special benefit9 p~culiar to the parcels of property involved, over and above any general community-wide benefit; it is further ascertained, determined and declared that among the special benefits so derived is the added Ufie and enjoyment of the property. 12. It is hereby ascertained, determined and declared that the apportionment of the duty of each parcel owner to pay t1"le particular non-ad valorem F1pecial assessment, the uubject of this assessment resol ut ion, shall be based upon the total equi valent units as set forth in the assessment methodology and related provisions of Exhibit "8" ec, that, thereby, the duty to pay is fairly and reasonably apportioned so as not to exceed the amount of special benefit peculiar to each parcel of prop~rty. 13. Based upon this determination, ascertainment and declaration of Dpecial and peculiar benefit to property and of the duty to pay apportioned in a fair and reasonable manner, and limited by such determinatlo~, ascertainment and declaration, the final assessment ralJ dS set forth in Exhibit "B", which shows the lots and lands assessed and the amount of the non-ad valorem special aSSCSSlnent levied d~Jainst each parcel of property, on a fair and reasonable basis, and the number of annual installments as to which each such assensment is divided is hereby approved and adopted. Such special assessments shall constitute legal, valid and binding first 1 iens upon the property against which s'-;lch - 3 - 16G .1 assessments are made until paid; however, upon completion of the imorovements the District shall credit to each of the assessments the difference in the assessment as originally made, approved, and confirmed and the proportionate part of the actual cost of the improvements to be paid by special assessments as finally determined upon the completion of the improvements, but in no event shall the final assessment exceed the amount of benefits originally assessed. 14. Commencing within the year the non-ad val0rem sp~cial assessments are first levied, they shall be paid in not more than twenty (20) annual installments. 15. Severabi 1 it Y . If ar,y sect ion or part of a sect ion of this Resolution shall be declared invalid or unconstitutional, the val idi ty, force and e f f ect () f any other sec~ ion or part of a section of this Resolut ion shall not thereby be affected or impaired unless it clearly ~ppears that such other section or part of a section of this Resolutio~ is wholly or necessarily dependent upon the section or part of d section so held to be invalid or unconstitutional. 16. Conflicts. All resolutlons, or parts thereof in conflict herewith, including specifically Resolution 94-7 are, to the extent of such conflict, hereby sup~rseded and repealed. 17. This resolution shall take effect ....pon lts adoption. APPROVED and ADOPTED this 12th day of November, ~ Gary Moyer=---...... Secretary and District Manager 2'20100H - 4 - I ~ l.' t r [ [ t I I I I HER.IT AGE GREENS COMMUNITY DEVELOPMENT DISTRICT ENGINEER'S REPORT Prepared for BOARD OF SUPER VlSORS OF HERlT AGE GREENS COM1vfUNITY DEVELOPMENT DISTRICT Engineer: AGNOLI, BARBER &. BRUNDAGE, INC. Profetsional Engineers, Planners cl Land Swveyora 7400 Tamiami trail North Naples. Florida 3-1108 Financial Advisor: Fishklnd &. Associates, Inc. 2424 Research Parkway, Suite 275 Orlando, Florida 32826 October 1996 ~ ,0\' .-/ / ~: / /- /-"/' 16G 1, 16G .1 T ABLE OF CONTENTS SECTION TITLI1 fAQE 1.0 Introduction 1 2.0 District Boundary and 2 Properties Served 3.0 General Description 2 of the Project 4.0 PropoJed Improvements 3 and Associated Construction Costs 5.0 Propoled Assessment 3 LIST OF TABLES liQ TI11...B Property Summary (Table 1) S 2 Summary of District F acilitie3 and Colts (Table 2) 6 3 District Facilities and Preliminary Opinion of Probable COlts Distribution (Table 3) 7 UST OF EXIDBITS llil ~ Site Plan 4 2 COD Drainage Plan 10 APPENDIX liQ. 1TI1.B A Preliminary Aeesament Methodology" Allocation for Heritage Greens Community Development District 8 B Status of Approval. and Pennita 11 16G 1 HERIT AGE GREENS COMMUNITY DEVELOPMENT DISTRICT ENGINEER'S REPORT t.O INTRQDUCTION Heritage Green! is 8 252 !lcre planned residential and golf course community development located approximately 2 miles east of Interstate Highway 75, on the south side of County Road 846, (lmmokalee Road), in Collier County, Florida. The conflgmation of the community is shown in Exhibit I. The purpose of this report is to describe the Heritage Gre~s Community Development Di!"uict, and the land uses regarding the proposed, required capital improvements and timing thereof, apportionment of the costs for capital improvements, the recommended financing scenario, and preliminary assessment roll. The Heritage Greens Community Development District was established on July 20, 1993 by the Collier County Board of Commissioners, pursuant to Chapter 190, Florida Statut~ for the purpose of providing an alternative method of managing and finaocing basic services for the community development. The Heritage Greens Community Development District will give the property owners an efficient mechaniJm to: 1. To a.~ the delivery ofbuic comrr.unity services at sustained levels of high quality over the long term; 2. Use Jess expensive front end capital to finance the imtalJation of infrastructure, J. To economically pay for the operation and maintenAnce ofinfrutructure and services. Therefure, landowners resid~ts within the Heritage Greens Community Development District may typicaJly experience lower unit asse!lsment cost for capital infrastructure and the delivery of basic services and poterrtially lower administrative casu as a resuJt of a loca..l.ized single pwpo~ government. Itemized below arc the systems facilities and services which are cootemplated for financina by the Heritage Greens Community .Development District. WP.l~~ 1 16G J. ' 2.0 DISTRICT BOUNDARY AND P&.o.PERTIES SERVED The District it bounded on the north by Immokalee Road, (County Road 846), by tbe Laurel Oaks Elementary School and Gulf Coast High School which is currently under COnstruction; on the east by the proposed extension of Logan Boulevard, on the south and on the west by agriculturaJ lands Table 1 indicates the land uses 8Jld acr~go proposed within the District boundaries. 3.0 fRQIECT DESCRIPTION The existing .ite is currently a partially developed area; the undeveloped portion exhibits eievatiOfl! of approximately 13.0 feet NGVD. Heritage Greens hl.5 its entry from InunokaJee Road (County Road 846.) A network of private roadways will be constructed within the development, please refer to Exhibit # 1 for the proposed road layout. The ~ter management system for HeritaBe Greens tw been deaigned to operate through a series of inlets which collect storm water which has fallen over the roads, residential lots and recreational golf course. Thi, is achieved by conveying the stonn water below ground through a network of reinforced COncrete pipes that dischMge to the lakes strategically located throughout the golf COUrse. These Wc.es are Urte'J'COnneCted with pipes such that their devations are equalized. The Jakea provide the necessary storage and water qua1ity treatment u required by South Florida Water Management District and Collier County. After being rewned and treated in the lakes, the storm water is t.heJ:I di!Chargod at a controfied rate off-site to the South Florida Water Management Di.nrict canal on the nonh side of ImmokaJee Road. In the future this drainAge win be discharged to the $Outh per modifications anticipated in the Basin MMter Drainage PIsn. Sanitary JeVI.'8gc is collected by a gravity system made up ofPVC pipes and manhoJes which are under the rollds. The sewage flows by gravity to one of four pump stations located throughout the development. Three of these stations pump the sewage by pressurized PVC tran.!rniasion mains to a master pump station, which then pumps off-site to a Collier County sanitary sewage transmiS5ion mAin aloog the south .ide of lmmokaloe Road. The water distribution 5y3tem is fed from a t:rar\5miQion main along the north side oflmmokaJee .Road. Potable water services iJ provided to the area through I network of6", 8" 10" and 12" PYC pipes installed within the right-of~W8YS of the developmeut. WP.J~50.DOCI96 2 16G f 1 4.0 COMMUNITY DEVELOPMENT DISTRIc.:LlMPROVEMENfS AND ASSOCIATED CONSTRUCTION COSTS Facilities, the construction maintenance and operation of which are to be financed by the District may include: 1. Construction of on-site sanitary sewage collection and transmission system. 2. Construction of on-site potable water distribution system., stormwater management system includiog collection facilities, and lakes for storage amd water quality, internal roadways including paving, grading, street lighting. sidewalleJ, etc. 3. Land3C&ping within road right-of-ways, at project entry and on project perimeter. Elements, which will be constructed by the District, but may be maintained and operated by others will include: 1. Sanitary sewage collection and transmission system, which will be dedicated to Collier County Water and Sewer District. 2. Potable water distribution sy!t.em, wt~ch will be dedicated to Collier County Water and Sewer District . 5.0 PROPOSED ASSESSMENT 5.1 ~apital Profect S~ A list of the proposed Heritage Greens Community Di!ltr1ct Capital Projects and the coostruction COlts associated therewith is indicated in Tables 2 and J. The total cost for the delivery of the infrutrudw'e by the District to the Community Development. including financing costs is summarized in Appendix. A "Preliminary Assessment Methodology & Allocation for Heritage Greens Community Developmrnt Disrrict" prepared by Fishkind & A.uociates, Inc. Eadt of these systetm., 1!.ciliti~ and savices fall, wlder the category of allowable and authorized Distnct activities as defined in Section 190, r10rida Statutes Md costs u50ciated with each is reuonable. wp.] O-04OSO.D0C96 3 ~ ~ ~ o 0-1 ~~ ~5 <u t;;~ ww o~ Zo <....J XJ: ~U 0.< :::>0 ou >- :d ~ < u.. I S~ :::>0 :::E~ ~ o ~ LIJ Vl n:: :::> o u c:c: 0-- ~m~D I HER; T J.GE GRffHS 51 TE PLAN EXHIBI T 1 II.- _~_A_~ ::-.:.t:: &.;"~:. - r-=- ~ IE E&iii 16G .I ,.,. I'fIO.I;l:T _ 7J9f , tJf', IC<Ul ." -..~ IU'I' ... NOJ 11.I TABLE 1 PROPERTY SUMMARY PROPERTY DESCRlPTIQti QUAHIJJ:X ACREAGE Estate Loti 27 6 Executive Lots 136 25 Duplex Lots 53 18 Coach Lots 20 6 Multi-family Lots 180 17 Golf Course Tract! 145 Open Space Tracts Road ~Ught-of-WIYI 2S Preserve 9 TOTAL: 252 Acres WP.l~.DOcI9l5 5 1 6G 1 ~ f, ~ 16G 1. TABLE 2 SUMMARY OF DISrnCT FACILITIES AND COSTS F ACn...ITY DESCRIPTION Roads Other roSI $1,480,510 $2,926,990 TOTAL: $4,407.500 WP-l0-0405G~ 6 16G l' Heritage Q....n. Subdfvblon Agnoll, Barber & Brundage Inc. November 8th, 1996 TABLE 3 DISTRICT FACIUTlES AND PREUMINARY OPINION OF PROBABLE COST DfSTRJBUTlON Water $3M.682 snA 682 s.nitarv Svatem $893.<47e $893.<476 Drainage $438.773 $438.773 Water mamnt. exc. fill to roads $112.705 $112705 Water mamnt. exc. fill to Ibts $410.158 $410.158 Water mamnt. exc. fiUto Dads $363.852 $363 852 PllYina & RoadwftV $913.088 $913088 Sn.t Uoht. $60 100 $60 100 Front EnW Statement $30.000 $30 000 Continaencv $100.000 $50 000 $50 000 llndscaolna 1300.000 $300 000 SUB- TOTAL $3,756,833 PERMITS CONST. MANAGEMENT AND ENGINEERING FEES Permitt... S3.4e6 $1.733 $1. 733 Construction Plans '59 34e $19 5&4 $39.762 Permlttlna $35.000 $11.550 s: 3.~50 Certltlc8Uon $45.000 S. 5.000 Utilitv Turnover -15:000 5.000 Florida Power and Ucht $332.000 $332.000 S:)rint UnltMl TeJechone of Flonda S53.~ $53 355 Con... Observation $117.600 $11 750 $105.750 Sua-TOTAL $650.867 RESIDENTIAL ROADS OTHER TOT AlS 1:::: $4,.~07J500 I )1..~80,510' $2,926,&9{) f 7 ~~"2 16G 1 METHODOLOGY FOR ALLOCATION OF EARTII Fll..LMATERlAL In order to satisty requirements for water management in the Heritage Greens Community the placement of earth fill will be needed to elevate the land from the existing elevation to meet design grades. Fill will be placed both within the golf cour5e a.! well AS within the residential area. The design requirements of the golf course will necessitate the placement of appro'timately 350,000 cubic yards of earth filJ material. Within the rC5identiaJ areM, fill will be required within the roadway Irea! in order to meet regulatory and design requirements Fill material will be required within the development lots in order to promote drainage until !Uch time as homes are constructed. While this fill material could be from an offsite source, to import the fiU needed would be significantly more costly than to excavate lakes onsile. In addition, onsite lakes wilJ also serve AS water management fAcilities and create an amenity for the golf cour5e and the community as a whole. It is the intent to construct the lakes to the design depth. A combination of Special Assessment Revenue Bonds and private funding sources will be used to fund the eXCAvation of the lakes to produce the fill required in order to bring the golf coune to design grade elevation. Special A.ue8sment Revenue Bonds wiH fund the residential infrutructure serving the community. The fill generated by the lake excavation win be utilized to fill golf course and the road right-of-ways, that material remaining will be used to fill the development lots. wp. J o..o.co.50 .1)()(::..'96 8 16G J METIIODOLOGY FOR ALLOCATION OF TIm COST OF TIIE STORM DRAINAGE COUECTION SYSTEM 10e Heritage Grec:ns dain.age coUection system consists of a series of storm inlets, and concrete storm culverts wherein water is routed to lakes which are within the golf cour~. These lakes have been interconnected by culyert~ which allow for equalization and convtyance of the stann water towards its ultimate discharge offsite. The costs associated with these facilities have been split between the golfcourse and the r~dential components of the community. the drainage was divided into three categories: THE RESIDENTIAL CATEGORY - The portion of the drainage system coruist5 of facilities which provide the infrastructure specifically to drain the roads within the community only. The cost of these facilities should be born by the residential component only. THE GOLF COURSE CATECrl)RY. This is the portioo of the drainage facilities which were d~gned solely due to the existenc.e of the golf COUIBe. These IU'e typicrJly the culvert, (as wdt ~ structures and headwalls) which serve to interconnect the lakes. The r~oning being that !foot for tlle gotfc()U~, these interconnections could have been by open lIwales. Therefore, we felt the totBl co~ts of th~ facilities ~~ould be llllocated to the golf course component. ~ SHARED CATEGORY - The facilitie.$ which would fall into this categor"J would . primarily be those drainsge structure, and culverts which serve to drain the back yards of t.he residential &reM but will algO serve to drain 00 the golf course. The cost of facilities within this CDtegOry have been split between the golf course and the residential components equally. AttJ.Sched is an Exhibit dfllwing which scherruui~ly identifies the drainage facilities to be in each of the thr~ aforementioned cat~oriea. WP.l()..04()SO~ 9 ..,.. ill EU I , I , I I t . I I I I I I I f;; ~II ~ II <> I I ~cL- 16G J ~ ~ .~ 16G 1 ~ ST A TUS OF APPROVALS AND PERMITS HERIT AGE GREENS 'WP-IO-04O$O.DOC.IH 11 16G 1 APPROV ALS AND PERMITS FOR HERITAGE GREENS 1. The Planned Unit Development, P.U.D. Ordinance 86-9(1) 2. P.U.D. Site Plan approval 3. Florida Department of Envirorunental Protection Wastewater and Potable Water Permits 4. Vegetation Removal Permit 5. CoOier County Right-or-Way Permit 6. Florida DepBrtment of EnvironmentAl Protection Wastewater and Potable Water Permits 7. Temporary Use Pennit for Sales Trailer 8. Development CostS Budgets 9. Exhibit "A-I" - Heritage Greens Legal Description 10. SFWMD Permit regarding Heritage Greetul SurfllCe Water 11. SfWMD Permit regarding Heritage Groeru Water Use 12. SfWMD Right.of-Way Permit 13. SFWMD Notice oflntent to Conduct Pre-Permit Worle PLANNED UNIT DEVELOPMENT. P,U,D. ~ An Ordinance amending Ordinance 82-2 was modified to Ordinance 96-55, The Comprehensive Zoning Regulations for the unincorpomed area ofCotl.icr County, Florida. The PUD as an instrument governs project development, land use summary, density, single-family and multi-family residential de.velopment, rnaximum units, building setback~, height restrictiont, business development, golf course development, parks and rocreation development, utility development, development standards, stipulations and commitments, p.u.n. Master Development Plan, location map, and legal description. It alJo speaks on environmental considentionJ, water management, traffic, utilities and engineering considerations, plan approval requirements, !ignsge, site planning, development standards. subdivision renuJatJonJ, envirorunentaJ and arcbeoJogica.l stipulations and commitments. WP-J~.D0C.h'i5 12 16G 1 This document ls quite comprehensive and should be reviewed carefully a5 it is administered by Collier County and the development aspect8 are tailored by the P.U.D. Date of Execution: September 25, 1986 Term: Life of Project PLAT OF HERITAGE GREENS SJlBPJVJSION On Septerr.ber 30, 1996, Agnoli, Barber &. Brundage, Inc. (ABB) submitted the foUowing to Collier County Project Review Services for an unsubstantial change review and approvft.l. 1. Development Plana by Agnol.i, Barber &. Brundage, No. 5714, sheets 1-26 inclusive; 2. Plat of Dove Pointe Subdivision, No. 5783, sheets 1-17 inclusive; Collier County will not iMUe a building permit until all utilities, roadway and bridge are completed and ~ted by CoDier County or the subject improvements are bonded or secured by a Letter of Credit. Upon completion of the~e improvements or bonding. the Plat can be recorded and building permits issued. FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION WASTEWATER. AND WATER PERMIT~ The Florida Department ofEnvironrnent.aJ Protection Permits for Wastewater and Potable Water are being reviewed with our development plM at CoWer County Project Review Services. The permits will alJow the servicing of the project with wastewater collection e.nd transmission :utd potable water service FDEP Wastewater Permit issued: Term: Life of Project WP-tOo04050.D0CJ96 13 16G 1 FDEP Wlter Permit: brued: Term: Life of Project YEGETATION REMOVAL PERMIT We have submitted to Comer County Project Review Services I. Vegetation Removal Permit which will allow the developer to clear based on the Development Plans for the SaJes Area. Plans for right- of-way Tree Clearing Permit were prepared by Agnoli. Barber & Brundage, Drawing No. 4147, sheets] -II, dated July 1993. This work tw been completed. bsued: November 4, 1993 180 days Term: COLLIER COUNTY RIGHT-OF-WAY PERMIT ABB tw applied for and received permi~s for work within the Collier County Right-or-Way Permit No. 8879C is for the Utility Connections and Permit No. 8803C is for a driveway connection. This work has bocn completed. Ek.Q.RIDA DePARTMENT OF ENVIRONMENTAL PROTECTION WASTEWATER AND WA1ER PERMITS. 1Oe!e ~ve been applied for to complete con.'\ecticm only within the Collier County Right-of-Way. This work hJ\B been completed. FDEP Wutewater Permit: CS11-234836 bsued: July 27. 1993 Term: Life ofPryject . WP-l~.IXX::196 14 16G 1.. I FDEP Wr.ter Permit: 15SUed: Term: OS 11-234842 August 3. 1993 Life of Project DEVELOPMENT COSTS DUDGET These are the proposed development budgetlJ based on design plans provided by Agnoli, Barber & Brundage for roadway and infrlUtructure design EXljIBIT "A-I" HERITAGE GREENS LE{LAl._DESCRIPTION This is the legal description th!t is reflected on the Plr.t f\or Heritage Greens), which constitutes the 10 tal land area for the project. SOUTH FLORIDA WATER MA1\lAGEMENT DISTRICT (SfWMI)) SURFACE WATER PERMIT FOR SERVING 252.3 ACRES OF RESIDENTIAL LANDS SFWMD Permit No. l1-00718-S for Heritage Greens construction and operation of a water rrutrl8.Sement sy91em serving 252.3 acres of residential end golf course lands. A modification will be appropriate when drainage discharge outfall moves to southeast. property. Issued: (expected) Term: August 12, 1993 Life of Project SQJJIH~~A WA'fER MANAGEMENI DISTRICT (SFWMD) WATER USE PERMIT FOR SER VING 252.3 ACRES OF~ENTIAL LAND-.S SFWMD Penmt No. ll-00718-W tor Heritage Greens inigation golf course of 83.36 acres. Withdrawals &re via two proposed withdrawal facilities and from on-site lakes via three proposed withdrllwai facilities. A new Water Use Permit hlUl been applied for and approval is anticipated shortly. wP-l~SO~ 15 16G 1. Iasued: (expected) Expiration Date: August 12, 1993 December IS, 1995 sourn FLORIDA WATER MANA..YEMENT DISTRICT (SFWMD) RIGHT -OF-WAY PERMIT SFWl-.1D PemUt No. 994 for Heritage Greens Connection within District Right-of-Way. This work has been completed. lasued : Expiration Date: July 1.5, 1993 July 31, 1994 7fP-IO-04OSG~ 16 16G ..1 "EXHIBIT G--l" AFPROY ALS AND PERMITS FOR fiERI! AGE GRtID:{S The aforementioned permits and approvals comprises the total permits r~eived to date needed to proceed with the development of the project. All of the permits and approval. have been reviewed by the staff ofConier County, Florida Department of Environmental Protection, and South Florida Water Management District, as indicated. Heritage Greens Devdopmern COTJX>mtion worked closely with the members of the government and community to establish development standards that addressed aU of the parties' concerm. WP-IO-04050.DOcI96 17 _llll ....---- .. -- ~FISHKlND .: i&~ [:&11111,' . --e:::' ~.~ --- liE ~ 16G 1. ASSESSMENT METHODOLOGY FOR HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT Updated November 11, 1996 1.0 Introduction 1.1 Purpose This report provides a methodology determine the amount of community development district debt to be allocated to properties within the Heritage Greens Community Deveiopment District. The report is designed to be used by the Distnct during the course of its assessment hearings under Chapter 190, F.S. 1.2 Background As described in the report by the District's Engineer, Agnoli, Sarver & Brundage, the Heritage Greens Community Development District includes 252 acres. The developer plans envision all of the property developed into a golf course and approximately 529 residential units. The improvements contemplated by the District and included in the District's. Engineer's Report provides infrastnJcture which is designed to benefit the residential portions of the District only. The District Engineer has carefully apportioned the costs for all improvements in the District between the golf course and the residential properties. The developer is paying for all costs associated with the golf course. The District is only paying for costs associated with the residential development. Therefore, the golf course is not assessed any of the costs 10r the District's improvement program. ~..,. ~, .. /J ~:- .6 12424 Reseach Porkwoy, Suite 275, 0r10nd0, FloMda ~2826 . 14071 3R?-32fx'l . FAX f4()71 382-32St! 16G 1 The essence of the assessment methodology is a four step process. First, the District Engineer determines the costs tor all improvements needed for the buildout of the community. Second, the District Engineer divides these costs into those which are roadway related (including street lighting and other appurtenances and improvements) and those improvements which are not related to the roadways. Third, the costs for providing roadways are divided among the benefiting properties on the basis of the volume of trips that each parcel is projected to generate once it is developed. Finally, the costs for all other improvements are divided among the benefited properties in relationship to their development potential measured on the basis of equivalent dwelling units (ERUs). ' 2.0 Assessment Methodology 2.1 Overview The District Engineer has developed a master improvement program to support the full development of land in the District. Including inflation, these costs total $4,407,500. Based on these estimated costs, the size of the bO,nd issue needed to generate funds to pay for these construction costs is determined, by the District's Underwriter to total $6,000,000. The developer has submitted a preliminary plat to the County for approval. The plat specifies the precise land uses in the District. This report shows the allocation of debt to residential land in the District based upon this preliminary plat. Once the plat is finalized there may be need for some further adjustment to the allocations shown here to reflect any changes to the final plat. The methodology tor making these allocations is outlined below. The numerical examples provided are based upon the developer's preliminary plat. As noted above, to the extent that the final plat differs from the preliminary submittal the allocations to individual parcels will also change. Thus, the debt allocation methodology provided below is really a process by which the District can allocate debt to particular parcels of land at the time of the final plat. The procedures also assure that debt will not buildup on undeveloped properties creating poteniial assessment problems. 2.2 Development Program Table 1 outlines the expected development program for the land comprising the District. The program anticipates a mixture of predominately residential uses as well as extensive amenities. Table ~ provides the estimated absorption schedule for the project. 2 16G 1 2.3 Construction Cost Estimates The District Engineer has estimated the costs of all improvements $4,407,500. Tabla 3 provides the breakdown by type of expense. 2.4 Bond Sizings To generate the funding needed for the proposed construction program, the District plans to issue revenue bonds. T;,e bond size exceeds the construction estimates for a variety of reasons. Most importantly, the sizing includes the provision for up to 24 months of capitalized interest. This allows for the completion of the improvements prior to assessing properties for their payment. The bond structure is anticipated to be a 20 year term bond with level annual debt service. The interest rate is anticipated not to exceed 8.25%. 2.5 Estimates For Trips and EDUs Table 5 provides an illustration of how the allocation methodo:ogy is designed to work. This illustration is based upon the latest preliminary plat described above. As noted previously, debt related to roadways is allocated among the benefiting parcels on the basis of the volume of trips which each is projected to generate when fully developed. Since the roadways and related improvements were spet::ifically designed to accommodate the traffic generated by the proposed land use plan, this allocation procedure is quite reasonable. It directly allocates debt to specific properties based upon the benefit that each one receives from the development of the District's roadway system. The portion of debt incurred to fund the remaining, non road related, improvement in the District is allocated to benefiting properties on the basis of development intensity and density. These are measure on the basis of ERUs. For each residential parcel the ERU depend upon the inverse of the density for each type of product. The Estate single-family detached units are the base and are set at 1 ERU per unit. All other residential properties are measured as the inverse of their densities compared to the single-family unit base. 2.6 Debt Allocation In Table 6 debt is allocated to each type of land use depending upon their share of total trips and total ERUs projected for the District at buildout. The allocations are the product of the calculations in Tables 4 and 5. 3 16G J I i, e I 2.7 Tax Roll The tax roll for the District is based upon the preliminary plat submitted to Collier County. The references are to the preliminary plat for identification purposes. Note that duplex lots are allocated debt on the basis of two units per lot and coach lots are allocated debt on the basis of four units per lot. This is in accord with the preliminary plat and plans of the developer. The tax roll presented here is subject to change depending upon the outcome of the final plat. However, the m,ethodology provided here is sufficient to allow the District to adjust the tax roll as may be needed should the final plat diHer from the pre:liminary one. 4 16G 1 Unlt.s. Acreage Density Residential Units Estate Lois 27 6.00 4.5 Executiv& Lots 136 25.00 5.4 Villa Twin Duplex Lots 106 18.00 5.9 Coach Home Lots 80 6.00 13.3 Multifamily 180 17.00 10.6 ------- ------- ------- ------- Total Residential 529 72.00 .N2n Resldentl.a.l Golf Course Tracts 0 145.00 Open Space Tracts 0 1.00 Road Rights of Way 0 25.00 Preserve 0 9.00 -------- ------- ------- ------- Total Non Residential 0 180.00 TOTAL 529 252 4.50, Source: Engineer's Report Table 1. 11/11/96 FISHKIND & ASSOCIATES, INC. Page 1 16G 1. I ..... CD 0> CO a.. ~ ,......wocoo ...... (") C\J(,,) 0 .,... 0 z ~ LOO<.OC\JO M en .....1.l}L{)C")CO M W N f- <t: 0 0 L/)OOOO L/) en ~ en LO VJ C'J ,...... 0) <t: .... ~ 0 Z ~ 00000 0 :x::: ::x: en '- l..L:. ~ ,......<.0<.000 0) (\l(")OO:>CO N :>. ,.- It) C CO Q. 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MINUTE8 OF M.KI!;J.'.LriG THEBERlTAGE ~ COMMUNITY DEVELOPMENT DISTRIcr The regular meeting of the Board of Supervisors of Tbe Heritage Greens ~ Community Development District was held Tuesday, December 9, 1996 at 1:00 P.M. at 277 N. Collier Boulevard, Marco Island, Florida. Present and constituting a quorum were: J ames Reinders Raymond Harris Charles F. Bailey Ralph Klass Peter Comeau Chairman Vice Chairman Supervisor Supervisor (Resigned) Supervisor (By Phone) Also present were: James P. Ward Jack McKenna Donna Holiday District StaffiBy Phone) Engineer Recording Secretarj (By Phone) FIRSl' ORDER OF BUSINESS RoD Call Mr. Reinders called the meeting to order at 1:05 P.M. and stated the record will reflect that all Supervisors are present in person or by phone. SECOND ORDER OF BUSINE3S Appt-oval of the Minutes of the October 22, 1996 Meeting Mr. Ward stated you have received a COpy of the October 22, 1996 minutes. If there were any additions, deletions or corrections, it would be appropriate at this time so indicate, otherwise, a motion for their approval would be in order.. On MOTION by Mr. Bailey seconded by Mr. Klass with all in favor the October 22, 1996 minutes were approved. THIRD OIIDER OF BUSINESS Public Hearing on the District'slI1tent to Use the Uniform Ad Valorem Method of Collection of a non Ad Valorem. Assessment (Resolution 97-3) Mr. Ward stated Item 3 on your agenda is a public hearing relative to the District's intent to utilize the uniform method of collection for your non Ad - - ---. - - --- December 9,1996 16G 11 Valorem Assessments. Left me briefly explain to you what this is and then, Mr. Chairman, I would suggest that you open the meeting for any public comment or testimony. The Resolution you have before you is required pursuant to Statute. It allows the District to proceed forward and utilize both the Property Appraiser and Tax Collector of Collier County to levy its non Ad Valorem Assessments which the Board may choose to put on the tax bills of Collier County in future years. The Resolution does not require you to utilize those constitutional offices but merely allows the flexibility of utilizing either or both of those offices in the future. It is by Statute required to be adopted prior to January 10th 1997 and if you are of a mindset to approve this today, the next step will be for Staff to negotiate a contract with both the Property Appraiser and Tax Collector and bring that back to you for consideration at a future meeting which in Collier County is 8 standard form agreement. Again, it does not require you to utilize the services of the Property Appraiser or Tax Collector, nor does it set any particular non ad valorem assessment rates for you. it just merely allows you to utilize them. In the future, the first opportunity you would have to do that would be the roll of November of 1997 80 you will see that a8 a part of your budget process for Fiscal Year 1998 which will commence in March or April of 1997. With that, those are all of the comments I have. If you have any questions, I will be glad to answer them. Again, I recommend that you open the meeting to the public for any comment or testimony that they may have. Mr. Reinders asked are there any questions from the Board prior to the public hearing? Hearing none, I will declare the public hearing open and invite comments or inquiries of the public. I show nune of the public present here. Mr. Ward stated if not, a motion to close the public hearing would be in order. On MOTION by Mr. Hams seconded by Mr. Bailey with all in favor the public hearing: was closed. Mr. Ward stated now it would be in order for a motion to adopt Resolution 97-3 which by title is: A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE HERITAGE GREENS COMMUNITY DEVELOMENT DISTRICT EXPRESSING ITS INTENT TO UTILIZE THE UNIFORM METHOD OF LEVYING, ELECTING AND ENFORCING NON AD VALOREM ASSESSMENTS WHICH HEREINAFTER MAY BE LEVIED BY THE DISTRICT IN ACCORDANCE WITH THE PROVISIONS OF CHAPTER 197.362, FLORIDA December 9,1996 16G 11 STATUTES AND PROVIDING AN EFFECTIVE DATE. That resolution is in order and I recommend it for your consideration. On MOTION by Mr. Reinders seconded by Mr. Bailey with all in favor Resolution 97-3 was adooted. ". . ' FOURllI ORDER OF BUSINESS Staff Reports A. Attorney Mr. Ward stated Mr. Anderson could not be here today but he did not have any comments and asked me to indicate that to the Board. R F:n~ There not being any, the next item followed. c. ManAger There not being any, the next item followed. }I'DYIH ORDER OF BU~'ESS Supervisor's Requests and Audience Comments Mr. Reinders stated I have an item I wanted to put before the Board. We are in the process of securing final plat review leading up to what we anticipate would be county plat approval in January. Shortly thereafter, it would be the intent to record the plat and commence the improvements In order to do that, we have to provide an undertaking to the County in the form of a Construction Maintenance Agreement executed by both the District and the Developer in standard form. The County has a form that they have utilized in the past and we don't intend to deviate from that form. The essence of it is to say that we will make sure that there are funds committed sufficient to assure that the required construction funds as calculated by the County are available to insure the completion of the improvements. Do we require any more detail than that Mr. Ward? Mr. Ward replied no, I think that adequately explains the Construction Maintenance Agreement. Mr. Reinders stated what we would like to do for the purposes of expediting this whole process is to pass a resolution authorizing me as the Chairman of the Board of Supervisors on behalf of the District to enter into such a st..'lndard form 3 December 9, 1996 16G ! Construction Maintenance Agreement with the County and which I would proceed to do forthwith. Would that be Resolution 97-4? Mr. Ward replied that is correct. Mr. Reinders stated may I have a motion to adopt Resolution 97-4 authorizing the District, and me on behalf of the District, to enter into the requisite Construction Maintenance Agreement and provide same to the County. On MOTION by Mr. Bailey seconded by Mr. Harris with all in favor Resolution 97-4 was adopted. Mr. Reinders asked do we have any other business to come before the Board? Mr. Ward stated the only thing 1 wanted to advise you of is the fact that we are proceeding relative to the issuance of your Series 1996 Non Ad Valorem Special Assessment Bonds. In that regard, the Underwriter, William R. Hough & Co., is marketing the bonds this week and we expect him to be complete in that process by the end of this week. As such, and in order for the Board to have an opportunity to consider the Bond Purchase Agreement, I might suggest to you that instead of adjourning your meeting today that we continue it to a date and time and place certain 80 that you will have an opportunity to consider that Agreement and the recommended date for you would be the 16th of December which is next Monday at 10:30 A.M. at 277 N. Collier Boulevard on Marco Island. That is the only comment that I have for you today and at the end of the meeting, a motion to contiue tb~ meeting to that time, date and place would be in order. Mr. Reinders asked do we have any ot,her business prior to taking up that item? Mr. Comeau stated the only other thing is you could distribute the P.O.S. to the Board members. Mr. Reinders stated I am going to take care of that today. Is there anything else? I will entertain a motion to continue this meeting until Monday, December 16, at 10:30 A.M. at 277 N. Collier Boulevard, Marco Island. On MOTION by Mr. Comeau seconded by Mr. Harris with all in favor the meeting was continued to Monday, December 16, 1996 at 10:30 A.M. at 277 N. Collier Boulevard, Marco Island, Florida. 4 December 9, 1996 16G t Mr. Reinders stated the meeting is hereby continued over until December 16th at 10:30 A.M. at which time we intend to take up a Bond Purchase Agreement relating to the sale of the 1996 Special Assessment Bonds. ~M~~ ~~ . .., . ~ . 5 Tueaday December 9, 1996 9:00 A.M.. 1. Roll Call AGENDA BERlTAGE GREENS COMMUNITY DEVELOPMENT DIBTRICT 277 N. Collier Boulevard Marco Island, Florida 16G f 2. Approval of the Minutes of the October 22, 1996 Meeting 3. Public Hearing on the District' B Intent to Use the U Diform Ad Valorem Method of Collection of a non Ad Valorem Assessment (lW)olution 97-3) 4. Staff Reports A. Attorney B. Engineer C. Manager 5. Supervisor's Requests 8D.d Audience Comments 6. Adjournment Mapln C.i ly Nev. H8pln, Fl 339'0 Affidavit of PYblieat10n 16G t DO'tt ..0 IJCTt COI'IUt 1 TY D~. JAlES llAIll) 10300 !iii 11 TlI IWtOII COItAL SrtlIMiS'L 33071 ItEFEUJtCE: C1ZT769 571,()112S NOTI tf BY THt D:M P i I I II II Stilt. 01 Florida County of Coll1.r lIfor. the .....,."i~ lUthority, ptrsenei ly IIppMI"td .~1Ml lwraon, who M octh nyll ti'1lat th. ..",.. .. tho ..u1atlnt 5eerlrtary 01 the ItlJpl.. Doily JIaw1t, a doily ~.M"'l publ1thed .t IClIplK, in Coll1er Ct:vTty, Florida : tn.t the .tteched CGPY 01 ectverthing wu ptbl11Md in Mid ~r on dat.. l1 rtCld. Affiant f'ur'chIf' My;t !Nt the ..id *pl.. De1ly ...,. it a r~ ~liahed lit *pl.., 11'1 ..id COll ter t.oun'Cy, Horldi, InCI thIrt the ..id ",,_I~~ ... ~~ beIn conti~ly publi... in Mid CoUilf' ~, Florictl, aedl *t and _ ..., anttnd ~ socand clas:s _it ..n.. lit ttIe post office 1n ""fIloc, in ..1:1 Collior County, Flori., fGr" . period af 1 yMr next .--ding the 11,.5t publ1cat1on af the IItUlCtMr:f ~ of lICtlMrtiMlllftt; _ e1ftlnt 1\rther My$ that "" hM neither paid ...or proeh.ed .., paren, firtl or ClOpOMttlon .., dia-ecult, rat., cr.-iQ1on or N1f16ld for the ~ at MCW'hlg thh adver'ti-'t fM publiuticn 1n the ..id o...J)..... II . I I I i ! 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Tlit pv"I:QSI ti .. pdc beartno Is to c:nIdiIr lie Dl;IIlon a( a I"ItCMdon aufho. r1zfn; tht OM PoW CllmnllIIIy DmJllpo meri 0Isrtt to .. .... lI\Ia"m ad vdanm mdJlocl rt Clll1IIdIfta non cd ..-em as- sasnenbT .. I:mt PoW Com- ~ 0bt1d as pnMded ~ SIdbI 197 F.s. T1lt OM PaW Com- nU1ltY OC'.....lid 0Ist1ct IiaIlInlIs to use I 1M lI'lIfllm\ IIlIlhod d CIlIIdIlla fl:r a 1*1- od d rmre IaI 0lII yecr wNdI fD/1'f In- ~ ra IWlIl ad wIarem ~nenI b' r..aillkilola or CXIPIaI tacIIIa IF baIh. I The OeM PoInt Camr/ulIy Dwelap-: rJlIIIIIt 0bt1c:f .. be ~ Q /lIW non ad Y$n:Il ~ llr IIlandaQ a( cer. .. prateds oulIIlItIrtd "* 0lclI*' I9G F.s. 1lHcIl wi txtInd ftr men than one yell' CJAd VIw lie OeM PaW C4lnwlri- ty ~D.JI Ols)ict pbs 10 ... tht I _ ad 'tIllIlnal _,.... mcthod to C8Itc2I Is QIIIlCII ,rJ........ ~ wIlfdl _ .. bit b' o.1*1od at tnlR IIlCIl IlfII yea. THs _ ad vQlnm ....-.~l$(f Is be- 11118 liMed tar .. fnt ... TM dlrm ftlIllIlod pnM:led tar II QlapIIr 197 J632 IlIIIawtas .. DIst1ct 10 .. .. SIf'IIas d ~ ~ end tax aI!IDdar II Is ,. ad ~ CISIaSIllIri far c:nf ~ ~ and~~~..~ WIder a ~ Jrldb'I d .. prapa1y fall ~ n. 0I*1d's IWlIl ad \'l:lllntn err sessmentlt.l tId be ~ b !IlIt SCIIM ~ em \lItl'dIe:$ CI!ld ~ Is1wnce end .. cI a l.&1~ en! lax deeds tar ~ as ad vdcnm me. n. ~ cI said non ad 'IllkIr~ as- ~ wi srilIed tie praper1y 10 !he potml'laI Iou rA IftIt. Inta'eIecI per'l\ts 1m'( CIl)pCG" at .. PItJIc heabJ 10 be tlllCl'd re- CIlI"IJno Ibe use cI !he I.dIarm ad YOIorem lnlIlocl 01 CIIIedino sudI rm (Xl ~ ~ El:Idl penlllI who ~ 10 CIlP<<II mt adlan tiUn ~ lhest rneelngs Is. ad- vtsed that l*'SllII .. need 0 reard of fie PI oced1os and that ocax ~, !he penon may need 10 Il1SlI'I td 0 wrt:Iaftm recanI d the Ilt'OCftCIngs Is mode, IrlcbIn; !he tesIImony and ty\. da1ClI \ClOI'I ~ such opped Is 10 be I. IIlC. based. i Gary L Mt:/'ffr I/t:1nai1tII . November 11, 11, 25, OK. 2 Ho.III6I2 I .1 .- . Signature 01 Affilll'lt Sworn to ..-d SUbJcribe<l before _ thl, ~_ day crf P.raonelly tJ'tCM1 by - r;r~.1 a, r 4 .) Nepll' o.tly Hew. Naple., Fl 33940 A111Givit 01 Publi~tion 16G :1. DOV( I'OUCTE ClJtl.tlIHl1'f OEV. JAIlES "AltO 10300 IN 11 Tll IWK)R CORAl S'IIIHliS FL 33071 lUte of FlOl"1 dIi Cor.ttty of Co lUer kfore the under.1gned authority, ~rsonelly ~ Mine ZVC1'ICln, who or _th My' thet 1M Mf"Va .. tM ,,"hunt s.eretary <1f the ~l.. Deily NevI, a daily ~ pt,bl1 ahed It II8p t.., in COlli..,. CcMlty, Floridll : ttMlt tM attKhed CClp)' of adftrt It 1 ng .. pc.b lilMd 1 n III 1 d rw.I$I~r on cat" lht.d. Affilllt further My' ttMlt the la1d "-j)ln o.1ly NevI 11 a ~,. plbl i.n.d !It IUlplea, in ..id COlli..,. Courty, floddla, and that the ..1 d nwqMlpel ha heretofore 0.<<1 /X.('ItillUQUtly pIb\feMd in ..1d Collle" C<M1ty, Flor1Gi, ..ch *'t IIId Ms been enter<<i u Mcond ~ lua .ll atter lit tM poet off1Qt 1n Meplu, in Mld CoLL ier CoIA'lty, Fl0l"1dl1, tor . pwiod of , ra" l'M'X't prKtding the fir.t put)l1~1on of the IIttacMd ccpy of adv<<n 1~; and .1t l...t 1\1f'ther Nrf' thet he hot nelther pe1d Mf' ~iMd wry pet'aQn, t1nt 01' cop:ratlO1l eny d1lecunt, Nlblrte, co.1..1on "". MrfI.nCl fOl" the PUrpnol of NCUf'ing this adverti.-t for p.bl1~t1on in the Mid ~r. PU8USHED OM: 12/rR. I HOTlCC ~ MfET1tG DOVE POIHTE COIMUITY I OEIIB.CPMENT DISTRICT A mteftno _ lit 8n1t _. ~ ~ !he 0lNt PeW CGmnuIIy Oe\.e6I>>ment DI*1d wi be IIeId an McIndlW. 0IcItrtIer !i. 1996 " ~ P.M. " .. tfIIm " !tanto UMIcpmeIlt Mcn:D....f17 No Caller BtJuIt. \V'd, Mtra Island, ~ 1111 meefIn; Is .. to IIIe IMlk and willi ClllIduditd In UOoUlll1..a .. .. pnMsIaaI _ Ailrlda lAw for c..m.nty DMIIclnIt DI*tds. TWt rrt/'I be 0CXDIIaIlI .... one lit more SlIMrWcn wi JNI ~ by tete- r;llone. 1J.. mednlIlDaIlIDn .... wi be s:nsn 0 .,.... ....... . Ilat <<rr . tnstId . piIf10ft cat aIIInd .. mnt!nII " tit mIeIInO IoaldcII and III ,..., IntQmled _,,~~"""In II'f1llIII1t b't.... (IQl~,,~ Eo::!II*1llII wIIo decIdllI " &'QlId any odIon ll:Ul " ... /IlIIIIIIlllI Is GJ.. vised Id PIl'1IM wi .... a I'1lalnI d h P/'OCItdIIlGI CIIld Ilat 00ClIl clnQty, tie 1*101I ",." RIed to .... tId a w:rtlOIInl reconS 01.... ~ Is mGdI, ~ .. ttsIInllIty end evt- denca lIOOIl 'I4idl AId! .a Is to be based. Gcr1 L.,. /kmI;TII 0earl'DIr 2 No. fM.lfl I Rlfemea: a:rn69 57401150 NOTICE OF PlEETlMGOOV , Siptul'e of Af1tant ./It-i.// ~~~ !wom to rid ~~r1bed beta.... _ this -3-- c:ey 01 -:1)~ () Jk~~ J 3.500 IJf04 12/a2./96 AD SlACE: FIW OM: 19!1 , ".,.aon&Hy known by - /'\ . ;Jw..{n.-" ~" Jcdtl A. RIn1gIII {W~~"LA '''r~' MY CC...SSlOIU CCSlI1I1 mws · .' F-.., \t. 2IlllO . UCIO'MII TIlIlI',........-=- 16G t f RESOLUTION 97-3 Resolution of the Board of Supervisors of the Heritage Greens Community Development District Expressing its Intent to Utilize the Uniform Method of Levying, Collecting and Enforcing Non Ad Valorem Assessments which hereinafter may be Levied by the District in Accordance with the Provisions of Chapter 197.3632 F.S.; and Providing an Effective Date: ./ .. . WHEREAS, the Heritage Greens Community Development District was established pursuant to the provisions of Chapter 190 F. S. which authorizes the District to levy certain assessments which include benefit and maintenance assessments and further authorizes the Board to levy special assessments pursuant to Chapter 170 F.S. for the acquisition, construction or reconstruction of assessable improvements authorized by Chapter 190 F . S .; and WHEREAS, the above referenced assessments are not considered to be ad valorem in nature and therefore, are subject to the provisions of Chapter 197.3632 F.S. in which State of Florida through it! legislature has provided a uniform method for the levying, collecting and enforcing such non ad valorem assessments; and WHEREAS, pursuant to Chapter 197.3632 F.S. the District has caused notice of a public hearing to be advertised weekly in a newspaper of general circulation within Hillsborough County for four consecutive weeks preceding said hearing; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE HERITAGE GREENS COMMUNTIY DEVELOPMEN1 DISTRICT 1. The Heritage Greens Community Development District upon conducting its public hearing as required by Chapter 197.3632 F.S. hereby expresses its intent to use the uniform method of collecting its benefit and maintenance assessments or such other assessments imposed by the District as provided in Chapter 170 and 190 F .S. each of which are non ad valorem assessments which II'ay be levied annually by the District pursuant to the provisions of Chapter 190 F .S. for the purpose of paying principal and interest on its bonded indebtedness and the cost of operating and maintaining its assessable improvements within the boundaries of the District as described in the attached 16G t legal desaiption which is made a part of this Resolution as Exhibit "A". Said assessments and the District's use of the uniform method of collecting its non ad valorem assessment(s) may continue for more than one year. 2. This Resolution shall become effective upon its passage and the District's Secretary is authorized to provide the Property Appraiser and Tax Collector of Collier County and the Deparbnent of Revenue of the State of Florida with a copy of this Resolution on or before J 1997. PASSEDANDADOPTEDTHI DE E"/~~ J es P. Ward sistant Secretary Exhibit: A 16G 1, Matea and Bounds L99al Description I . V V" A parcel of land lying In Section 28, TownshIp 48 South, Range 26 (ast, Collier Coun t}i florida, sold parcel o( land being: more particularly descrlbe~ a. .(anows: .. . . -- Coriu;,enc;;';g;;[the northeast comer o( sold Section 28; thence South . ~ - 03'05'19- East along the eastl!rly line of the northeast quarter (NEIl"') of ,aid Section 28' .for a di.tl'Jnce of 100.08.feet to an Intersection with the southerly rlgh t-of-way line of ./mmoko/ee Road (C.R. 846): thence South 8910'00. West oieng sold southerly rlgh (-o(-way Hne far 0 distance of 1980.1J feet to the POINT OF' BEGINNING of the hereIn'. described parcel of fond: ., thence South OJ'04'00- East ,(or a dtstonce of tS76.JS feet: thence North 89'09'JI" East for c. dIstance of 1980.07 feet to on lIitersecUon with the aold easterly I1ne of the northeast quarter (NEt/4) of SecUoo 28; thence South OJ"05"9. East o(ong sold easterly line for 9 distance of .998.J8 (eet. to the southeast comer of the northaost quarter (NEIl"); thence South 03"05'4-"'- Easf along the. ea.sterly fine of the southeast quarter (SEJ/4-) 'of sa{d Section 28 (or a dIstance of 267!#-.92 (el3t to Ute southeast comer of .ald Secelon 28; . thence. South 8911'00. We.st along the southerly lIne of the sold : aouU1east quarter (SEt/4-) of Section 28 for a distance bf 2642. '''' feet to the soufhwest comer of fhe sold southeast quarter (SEI/"') of Sectton 28; thef)ctJ North 03114-'55- West. along th~ westerly line of the the east holf (Et/2) of sofd Sedron 28 for (J dl!'tance of JJ42.98 feet fo the southeast corner of ltie east half (EI/2)' of the northeast quarter I(NEI/4) of the' : :southeast quarter (SE!l4) of fhe northwest quarter (NW'/.f.); . thence South 8910'17 West along the southerly Ifne of hald (ractlon (or a dT~tanco of 330.19 feet to on lntarsecUon ",the the westerly Hne of said (ractlon: : . thence North 03'04'5'" West along aafd wesferly Hne (or c'dlstance of 668.55 feet to an Ih ("rsectIon wtlh (he northerly lIne of saId rracHon: . . thence Norlh 8910'11". Eas t alo('lg' sold northerly Hne for a dtslance' of JJO.J8 (ectt fo an'lntersectlcn with the sold westerly line the east half ....(Er/2) o( Soctlon .28: . " . thenc!, North 03"04'55- West along sold westerly line for a distance. of 1237.04 feet to an intersectIon with the sold southerly'lIne of Immokalee Road (C.R 846): ' . . lhence Norlh 8910'00. Eosf along saId southerly line (or a distance 'of 661.06 (~et to the POINT OF" BEGI1'!NING: Contalnlng 251.52J acres of land, more or less. Subject 10 easements and rl!strlcUons of record. MINUTES OF MEETING HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT 16G 1 The recessed meeting of December 9, 1996 of the Board of Supervisors of the Herita.ee Greens Community Development District was reconvened Monday, DeceT'Qbel' 18, 1996 at 10:30 A.M. at 277 N. Collier Boulevard, Marco Island, Florida. Present and constituting a quorum were: James Reinders Raymond Ranis Charles F. Bailey Chairman Vice Chairman Supervisor Also present were: James P. Ward Debbie Sandler District StafRBy Phone) Recording Secretary FlRSTOBDJt.;KOF~ RoUCall Mr. Reinders called the meeting to order at 10:30 A.M. Mr. Ward stated the primary purpose of your meeting today is to consider documents nlated to the issuance ot your Series 1996 Special Assessment bonds. Staff baa been working with your underwriter relative to the sale of those bonds. Because of the time of year, we are having some delay in finding investors who will be able w look at the deal. The underwriter has suggested that we recess this meeting until Monday, December 23 1996 at Ranta Development's office at 10:30 A.M. and I believe they will be in a position at that time to present a proposed bond purchase agreement for the Bale of the Series 1996 bonds. n TION by Mr. B . ey sccon ed y Mr. Harris WIth all in favor the meeting was recessed until Monday, December 23, 1996 at 10:30 A.M., at the offices of Ranta Development, 277 N. Collier Boulevard, Marco Island, Florida. I esi- AGENDA HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT 16G .1 Monday tw--nber 16, 1996 10:30 AM. continued from 12.19/96 1. Roll Call 277 N. Collier Boulevard Marco Island, Florida .f I 2. Consideration of Certain Documents Related to the Issuance of District Bonds 3. Other Business 4. Adjournment MINUTES OF ME~1.'1NG HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT 16G 11 The recessed meeting of December 9, 1996 of the Board of Supervisors of the Heritage Greens Community Development District was held Tuesday, December 23, 1996 at 10:30 A..M:. at 277 N. Collier Boulevard, Marco Island, Florida. Present and constituting quorum were: James Reinders Chairman CharIea Bailey Supervisor Raymond Harris Vice Chairman (by telephone) Also present were: James P. Ward Assistant :Manager (by telephone) YLHl'll'OBlJi!xOF~ RoD CaD Mr. Ward called the meeting to order at 10:30 A.M. and Mr. Reinders called the roll and stated that M? Klasa and Mr. Comeau are available by phone if we need them. SECONDORDEROF~ CoDBideratiOD of Certain Documents l4-lated to the ~ of~ Mr. Reinders stated we have cont.inued this meeting for the purpose of reviewing and entering into a Bond Purchase Agreement with respect to the $6 Million bond issue for Heritage Greens C.D.D. I am advised by William R. Hough that they will be in a position to present us with such a Bond Purchase Agreement on Friday of this week, which is December 27, 1996 at 1:00 P.M. I am further advised that Fred Harris as Bond Counsel is available at that time at these offices, that Bruce Anderson as Counsel for the District is available at that time at these offices and Hank Fishkind will be available by telephone at that time and Gary Moyer will be at the meeting. My understanding is that they have identified the purchaser and that we should have everything appropriate and necessary to take that action at that time. n MOTI N y Mr. Bailey seconded by Mr. Harris wi all in favor the meeting was continued until Friday, December 27, 1996 at 1:00 P.M. at the offices of Ranta Development, 277 N. Collier Boulevard, Marco Island, Florida. Decemb6r 23, 1996 16G 1 f , Charles Bailey Assistant Secretary I 2 166 1 AGENDA HERITAGE GP.EENS CO:MMUNITYDEVELOPMENT DIS'IRIC'r Tuesday December 23. 1996 10:30 A.M. continued from 12/16/96 277 N. Collier Boulevard Marco Island. Florida I 1. Roll Call 2. Consideration of Certain Documents Related to the Issuance of District Bonds 3. Other Business 4. Adjournment . ,Ii MINUTES OF MEETING HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT 16G 1. f The recessed meeting of December 23J 1996 of the Board of Supervisors of the Heritage Greens Community Development District was held FridaYJ December 27, 1996 at 1:00 P.M. at 277 N. Collier Bou1evarcL Marco Island, Florida. Present and constituting quorum were: J ames Reinders Chairman Raymond Harris Vice Chairman Peter Comeau Supervisor Charles Bailey Supervisor Ben Klans Supervisor Also present were: Gary L. Moyer Bruce Anderson Jack McKenna Bill Regan Fred Harris Manager Attorney Agnoli, Barber William R. Hough & Company Greenberg Traurig FIRSI' ORDER OF BIJSlNE3S Roll Call Mr. Reinders called the meeting to order at 1:00 P.M. and stated that all Supervisors are present. SECOND ORDER OF BUSINESS Consideration of Certain Documents Related to the Isswmce olBonds Mr. Moyer stated the purpose of today's meeting is for the Board to review the bond transaction. We have the key players with UB, I think it would be a.ppropriate at this point to ask Mr. Regan to outline for the Board the details of the sale of the bonda and then I will call on Mr. Harris to go through what we refer to as the Award Resolution that incorporates various exhibits, one of which is a Bond Purchase Contract. Mr. Regan stated for the record I am Bill Regan, Senior Vice President with William R. Hough & Company. We are here today to offer you the Bond Purchase Agreement in accordance with all the work that has led up to it for $6,000,000. There is a break-out of coat. The yield is 8.25%. We have redemption of 103%, declining 1% per year; fully funded debt service reserve fund and we have capitalized the interest through 5/1/98 in accordance with our discussions. We have a cost of issuance of $194,875 and an underwriters discount of $150,000. The December 27, 1996 16G 1. r transaction from a sales standpoint has teen interesting and I am glad IJ. am finally making an offer to you to accept the bonds as they stand. We have a preclosing set for January 9 with the movement of money on January 10. There are a number of conditions within the Bond Purchase Agreement that must be met before that closing takes place. I think in accordance with the discussions that we have had, we expect the certificates and opinions from lawyers, etc. Mr. Comeau asked do you have a copy of the numbers here? Mr. Regan responded yes. Mr. Comeau asked as you get to the bond closing and acceptance, has Klass confirmed all of their financing obligations as part of the agreement? Mr. Klass responded we are waiting on HJM to get their letter. Mr. Reinders stated we have confirmation from the president of HJM that their committee has approved the loan in the amount of $4,000,000, which i.n preliminary loan disbursement schedules, they have confirmed that the written commitment is in their legal department and my understanding is that we expect to see that written commitment from them sometime tomorrow. Mr. Moyer stated I would 8.3k Mr. Fred Harris from Greenberg Traurig to review with you Resolution 97-4, which is referred to as the Award Resolution. Mr. Fred Harris stated before you is a copy of Resolution 97-4. This has all of the exhibits to it and is available for your inspection. I will walk through what it is that you are being asked to do. You are authorizing the issuance of the 1997 bonds and the project for which the funds have been expended. DTC will hold the bonds for the purchaser. You have already executed a DTC letter agreement, which you are ratifying in this Resolution. There are redemption provisions that Mr. Regan just described to you, which you are recognizing. You are also indicating that the bonds will be paid over a 20 year period and as the bonds are paid down, if there are any prepayments, we will adjust the amount to be paid on an annual basis. The form of the 1997 bonds with the different provisions that Mr. Regan has gone through is attached as an exhibit to the indenture. You are authorizing the execution and delivery of the bond purchase agreement, which is attached as an exhibit selling the bonds to William R. Hough & Company. You are authorizing and deeming the Preliminary Limited Offering Memorandum and the Offering Memorandum final. You are appointing a Trustee, which is the First Union National Bank of Florida. You are authorizing the execution of a Continuing Disclosure Agreement where the District will obligate itself to make any disclosure of any unusual events and also annual disclosure as required by 2 December 27, 1996 . 16G.f I the Securities and Exchange Commission. You are also authorizing the execution and delivery of the improvement acquisition agreement, the form of which is attached as an exhibit wherein the developer will sell the already existing improvements to the Dist.rict and you are authorizing the execution and delivery of the construction and maintenance agreement, which is required by Collier County before you can file plats. You are also designating the bond as qualified tax exempt obligations indicating that you have no intention to issue additional bonds prior to January 1, 1998. You are also amending Resolution 97-2, which authorized the assessments and in this amendment you are authorizing the prepayment of assessments at the option of the owner of the parcel at whole at anytime or in part one time only. You are also giving general authority to the Chairman, Vice Chairman and District Secretary to execute any other and further documents necessary for the closing. Finally the effective date will be the date of adoption, which is December 27. That is a summary of the Award Resolution. Mr. Klass has all of the exhibits attached to his Resolution. Mr. Moyer stated highlight for the record the reason for the negotiated sale. Mr. Fred Harris stated it is provided in the authorization that because of this particular type of financing that the negotiated sale is the most expeditious way to go about this. The bottom line is these are the type of bonds where it is almost impossible to do anything other than a negotiated sale because of the limited number of actual investors in the market. It is not like a public offering where you can go out and negotiate interest rates and offer it to the public. These are unrated bonds. There are only a certain number of institutional investors who actually are in the market for these types of bonds so it is traditionally done through a negotiated sale. Mr. Moyer stated the specific language Mr. Fred Harris was looking for is on page 3, subparagraph F. I highlight that because generally if we were a general purpose government with a well established credit rating, we typically would sell bonds by competitive sale. We don't have that luxury of having any credit history for this District, therefore, the underwriter has to make the market for these bonds and that is what Mr. Regan has done through Hough & Company. Mr. Comeau asked did you say you have all of the attachments that go to this? Mr. Reinders responded yes, and they will become part of the record. Mr. Comeau stated I have two issues in reference to the attachments. One was the Trust Indenture. There was language in there that needed to be deleted 3 December 27, 1996 .LOu .4,.1 and modified 80 for official adoption, that should be included. Secondly, the latest POS has come out dated December 27. . . Mr. Fred Harris stated that is an attachment to this. I have the'lfrust Indenture with the black line changes if you would like to look at it. Mr. Comeau stated there was a certification that needed to be deleted. I would like to see that. Mr. Fred Harris stated these are the provisions required for the issuance of the bonds. It won't show up on the black line because it was deleted in a version prior to this but you will notice thE:re is no certification required from U.S. Home as a condition of dosing. Mr. Comeau stated underneath the contract, the first purchase has numerous c?.rtificationa required. With that, does that hurt U.S. Home? Mr. Fred Harris responded it is more of an underwriters issue than it is for the Trust Indenture. For the Trust Indenture you want to make sure that the bonds are authorized and executed and delivered properly. As far as U.S. Homes, that is more of a credit issue. So it is properly in the Bond Purchase Agreement. As a result, the Trust Indenture is in there primarily because of the underwriter's request. It has been covered in the Bond Purchase Agreement. Mr. Comeau stated upon adoption, it is not acknowledgment that the certification is complete as offered by your attachments. Is that correct? Mr. Harris responded no. The certification and all certificates are in closing documents and not a part of this. Mr. Comeau asked do you anticipate any changes in the certifications required specifically from U.S. Home at this time because upon adoption of these certifications we will forward to the applicable people within U.S. Home to make sure that if we forward with a January 10 closing, that everything has been provided on a timely basis? Mr. Fred Harris responded those are not certificates that are required by bond counsel but by underwriter's counsel. I am not aware of any changes that he is planning to make. Mr. Anderson stated on the last version of the acquisition agreement, I see that we delayed providing the District with any vital insurance. Mr. Fred Harris stated this is a form of agreement. This Resolution authorizes changes to it. What it does provide is that whatever conveyances take place must be to the satisfaction of the District so therefore, you will have to decide what is going to make the District happy. The plat actually has to be recorded. 4 December 27, 1996 16b 1. That cannot be done at dosing because of various other requirements, so rather than set a precedent that maybe cannot be met, I thought it would be better to just generally state that the conveyances of the improvements will be in accordance with approvals of the District and then leave that to you on how that gets done and the developer. Mr. Anderson asked what conveyances will occur? Mr. Reinders responded I think what we are contemplating is that there is a bill of sale. There can be an agreement to dedicate in accordance with the dedication language that has already been set on the plat. I need to understand where your comfort level is so that we can figure out wh3t we can and cannot do and in what sequence. Mr. Anderson stated the other question is about the Bond Purchase Agreement, in the unlikely event that this shouldn't close, what kind of exposure does the District ha'/e? Mr. Fred Harris responded if it does not close, you don't execute and deliver bonds. There is no real exposure) it would just come undone. The underwriter would have to eat its cost and the developer has certain costs that they would have to incur but the District does not have any direct costs. I may be wrong about that. Mr. Comeau asked are the engineering costs being paid for by Ronto or are they paid in anticipation of closing on these bonds? Mr. Reinders responded my recollection of the understanding between the developer and the various consultants is that their work product leading up to this bond closing was the responsibility of the developer, whether it closed or it didn't close. Me, Comeau stated then there is no potential exposure. Mr. Reinders stated no. I don't recall that we have contracted anything through the District related to that, such that they are looking at us to meet any of those obligations. Mr. Klass stated underneath the assessment methodology there has been some changes in the proposed replatting. It is anticipated that those dollar amounts for the those products would be allocated depending on what total amounts will be. If it is 120 units, whatever is allocated here will be spread among those units or will it be redistributed among the estate, executive, multi- family lots? Mr. Reinder.s responded my recollection of the assessment methodology that Mr. Fishkind put together is specific language is in there to reflect that when 5 December 27,1996 1 6G 1 J the final plat is recorded, then the appropriate adjustment will take place to modify or respread that lien to the number of units and the types of units consistant with the methodology set forth. It is a post recordation exercise but one that has a defined format. Mr. Regan stated time was not in our favor. We have a deadline. We had a lot of conflicts with this transacti.on, not to mention the first month and a half we were involved with Dove Pointe. I would have liked to have seen a better yield. Those bonds are not sold at a discount, they are sold at par so you redeem at par. The best non rated transaction I have seen was done about a month ago for 20 years at 7.5%. Mr. Reinders stated Dr. Fishkind is available by phone if we want his opinion about other terms. I think his position was he would recommend it to us. Mr. Moyer stated we need a motion adopting Resolution 97-4, authorizing the negotiated sale of $6,000,000, Heritage Greens C.D.D. bonds. n M TI N by Mr. Bai ey seconde by Mr. Harris wi all in favor Resolution 97-4, authorizing the negotiated sale, $6,000,000 Heritage Greens special assessment bonds was ado ted. Mr. Reinders asked do we need to discuss our next meeting? We should be sufficiently authorized at this point to take this matter through closing on the bonds. Mr. Comeau stated I would request copies of whatever I don't have copies of. Mr. Fred Harris asked in an abundance of caution, would you consider continuing this meeting until the 9th or sometime prior to closing in case there is a problem? That way you don't have to re-advertise. Mr. Moyer stated we can set that for the 9th at 1:00 P.M. Mr. Reinders asked do we have a location issue if we do that? Mr. Moyer responded it has to be in the County. Mr. Reinders stated we are talking about being on the other coast on the 9th. What about meeting on the 8th? Mr. Fred Harris asked can't you continue it until the 9th and then if the meeting does not need to take place, you can cancel? 6 December 27, 1996 16G 1 ! Mr. Moyer responded yes. We can identify this as the location, then those of you who are not on the east coast can assemble here and we can join in on a conference call. n 1 T y r. omeau secon e y r. arris with all in favor the meeting was recessed until January 9,1997 at 1:00 P.M. to be held at 277 N. Collier Boulevard, Marco Island. ~~ Secretary ~ ... 16G 1 AGENDA HERITAGE GBEENS COMMUNITY DEVELOPMENT DISrRICT Friday December Z1, 1996 1:00 P .M. continued from 12/23/96 277 N. Collier Boulevard .' Marco Island, Florida . .. 1. Roll Call 2. Consideration of Certain Documents Related to the Issuance of District Bonds 3. Other Business 4. Adjournment -...........-.-....------- ------.---.------.- - 16G J I Heritage Grmu Community Developmeot Distrid Preliminary Caku1atioas and S<Jurces and Uses Wdliarn R. Hough & Co. December 27,1996 16G 1, COLLIER COUNTY, FLORIDA HERlT AGE GREENS COMMUNITY DEVELOPMENT DISTRlCf SPECIAL ASSESSMKNT BONDS, SERIES 1997 Summary Sources and Uses of Fonds " ... Sources of Funds Par Amount of Bonds A~ ToW Sources of Funds $6,010,000.00 12..375.00 $6,012,375.00 Uses of Fund,! 1. Construction Fund 2. Capitalized Interest 5/1/98 3. Debt Service Reserve Fund 4. Underwriter's DiscoWlt 5. Cost ofIssuance 6.... Accrued Interest Total Uses of Funds $4,407,500.00 647,625.00 600,000.00 150,000.00 194,875.00 12.375.00 S6,012,375.00 I. Proceeds for acquisition and infrastn.K:tute costs. 2. Pays interest on bonds through 511 f9S (gross funded). J. Provides security of debt service payment for one year. 4. Costs charged by ~ underwriter for management, sales. risk and expenses relating to the issuance of the bonds. 5. Costs of the District whicll1l1dudcs Bond Counsel. Financial Advisor. Trustee. Trustee's Counsel, Methodology report, printing of 0f'ficial Statement 6. Interest paid by the buyer oCme bonds from January I, 1997 to January 10, 1997. COLLIER COUNTY, FLORIDA HERIT AGE GREENS COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 1997 Bond Statistics Coupon: Maximum annual debt aervke: Date of Maximum annual debt service: Call! First Call: Premium: Dated Date: Closing Date: First Interest Payment: 8.25% $614,956 November 1,2014 May I, 2007 103% January I, 1997 January 10, 1997 May I, 1997 166 .1 I I .J. 16G .1 r COLLIER COUNTY, FLORIDA HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 1997 Debt Service Schedules Semi-Annual Payments HERITAGE GREENS SPECIAL ASSESSMENT PROJECT 1 SPBCIAL ASSESSMENT BONDS, SERIES 1997 16G I Debt Service Prom 01/01/97 Date principal Rate Interest Total P+I Annual D/S 05/01/97 165,000.00 165,000.00 11/01{97 247,500.00 247,500.00 412,500.00 05/01/98 247,500.00 247,500.00 . 11/01/98 24'7,500.00 241,500.00 .' ;'l95, 000.00 05/01/99 120,000 8.250 247,500.00 361,500.00 11/01/99 242,550.00 242,550.00 610,050.00 OS/01/00 135,000 8.250 242,550.00 377,550.00 11/01/00 236,981.25 236,981.25 614,531. 25 05/01/01 145,000 8.250 236,981. 25 381,981.25 11/01/01 231,000.00 231,000.00 612,981.25 05/01/02 155,000 8.250 231,000.00 386,000.00 11/01/02 224,606.25 224,606.25 610,60G.25 05/01/03 110,000 8.250 224,606.25 394,606.25 11/01/03 :217,593.15 217,593.75 612,200.00 OS/01/04 185,00C 8.250 217,593.75 402,593.75 11/01/04 209,962.50 209,962.50 612,556.25 05/01/05 200,000 8.250 203,962.50 409,962.50 11/01/05 201,712.50 201. 712.50 611,675.00 as/01/06 220,000 8.250 201,712.50 421,712.50 11/01/06 192,637.50 192,637.50 614,350.01'\ 05/01/07 235,000 8.250 192,637.50 427,637.50 11/01/07 182,943.75 182,943.75 610,581. 25 OS/01/08 255,000 8.250 182,943.75 437,943.75 11/01/08 172/425.00 172,425.00 610,368.75 05/01/09 280,000 8.250 172,425.00 452,425.00 11/01/09 160,875.00 160.875.00 613.300.00 05/01/10 305,000 8.250 160,875.00 465,875.00 11/01/10 148,293.75 148,293.75 614,168.75 05/01/11 330,000 8.250 148,293.75 478,2~3.15 11/01/11 134,681.25 134,681.25 612,975.00 05/01/12 360,000 8.250 134,681.25 494,681.25 11/01/12 119,831.25 119,831. 25 614,512.50 05/01/13 390,000 8.250 119,831.25 509,831.25 11/01/13 103,7~,.75 103,743.75 613,575.00 05/01/14 425,000 8.250 103,743.75 528,743.75 11/01/14 86,212.50 86,212.50 614,956.25 05/01/15 460,000 8.250 86,212.50 546,212.50 11/01/15 67,231.50 67,237.50 613,450.00 05/01/16 500,000 8.250 67,237.50 567,237.50 11/01/16 46,612.50 46,612.50 613,850.00 05/01/17 540,000 8.250 46,612.50 586,612.50 11/01/17 :.i!4,337.50 24,337.50 610,950.00 05/01/18 590,000 8.250 24,337.50 614,337.50 11/01/18 0.00 0.00 614,337.50 Total 6,000,000 7,163,475.00 13,163.475.00 Accrued thru 01/10/97 12,375.00 12,375.00 Net Coat 7,151,100.00 13,151,100.00 Average Coupon 8.250 Bond Years 86,680.000 Average Life 14 .447 COLLIER COUNTY, FLOlUDA HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRlCf SPECIAL ASSESSMENT BONDS, SERIES 1997 Liell Assessment AUocaJion 16G ~ f i . i [ F I f ~ ." . , f t l.... tt.). 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I a i i e i i ! i . ~ o S ,..' i ~ .. ! ; ; ft . ~ .. 1 ~ 8 S l ~ 8 ~ i ~ g ~ ( 8 S ~ ..: 16G 1 RESOLUTION NO. 97-4 A RESOLUTION OF THE HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE NEGOTIATED AND PRIVATE SALE OF $6,000,000 HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT (COLLIER COUNTY, FLORIDA) SPECIAL ASSESSMXN"I' BONDS, SERIES 1997 FOR THE PURPOSE OF FINANCING THE COST OF ACQUISITION, EQUIPPING AND CONSTRUCTION OF THE I~7RASTRUCTURE IMPROVEMENTS AND FACILITIES ANCILLARY TmmE'l'O; FIXING nITEREST RATES, MATURITY SCHEDULES, REDEMPTION PROVISIONS AlID CERTAIN OTHER TERMS AND DETAILS OF SUCH BONDS; AWARDnlG THE SALE THEREOF TO WILLIAM R. HOUGH 1& CO., NAPLES, FLORIDA, SUBJECT TO THE TEP.MS AND CONDITIONS OF A BOND PURCHASE CONTRACT; AUTHORIZING THE EXECUTION AND DELIV'ERY OF THE BOND PURCHASE CONTP.ACT; RATIFYING THE DISTRIBUTIOi, OF A PrtELIMINARY LIMITED OFFERDiG MEMORANDUM; AUTHORIZING THE DISTRIBUTION OF A LIMITED OFFERING MEMORANDUM IN CONNECTION WITH THE DELIVERY OF THE BO~mS; APPOINTING A TRUSTEE, REGISTRAR AND PAYING AGENT; A1JTHORIZING THE EXECUTION AND DELIVERY OF AN IMPRO~""I' ACQUISITION AGREEMElIT; AUTHORIZING THE EXECUTION AND DELIVERY OF THE TRUST INDEN"I'U'RE (THE -TRUST I~~ENTURE.) BETWE~l THE DISTRICT AND ~~ TRUSTEE; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEME:N'r; RATIFYDIG THE EXECUTION AND DELIVERY OF TEE DTC L~;-J.-.l'J:;R; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONSTRUCTION ~~ J.IAINTENANCE AGREEMENT; DESIGNATING THE BONDS AS ~QUALIFIED TAX-EXEMPT OBLIGATIONSw FOR THE PURPOSES A1iD WITHIN THE MEANING OF SECTION 265 (b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDF.D; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF HERITAGE GREENS COMMUNITY DEVELOP~~ DISTRICT TO TAKE ALL ACTIONS REQUIRED AND EXECUTE AND DELIVER ALL DOCUMENTS, INSTRUMENTS AND CERTIFICATES NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS; SPECIFYING THE APPLICATION OF THE PROCEEDS OF SAID BONDS; AMENDING RESOLUTION 97-2 AND AUTHORIZING PREPAYMENT OF SPECIAL ASSESSMENTS IN WHOLE AT ANY TIME OR IN PART ONE TIME; AND PROVIDING SEVERABILITY AND ~i EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE HERITAGE GREENS COMMUNITY DEv~LOPMENT DISTRICT: 16G 1 SECTION 1. AUTHORITY FOR THIS RESOLUTION. The Heritage Greens Community Development District (the "District") is authorized to adopt this resolution under the authority granted by the provisions of Chapter 190, Florida Statutes, as amended, and other applicable provisions of law and Ordinance No. 93 -3 9 and Ordinance 93-70, adopted by the Board of County Commissioners of Collier County, Florida on July 20, 1993 and September 28, 1993, respectively. SECTION 2. FINDINGS. It is hereby found and determined that: (a) On February 11, 1994, the Board of Supervisors (the "Board") adopted Resolution 94-4 authorizing issuance of not to exceed $6,000,000 of Dove pointe (now Heritage Greens) Community Development District (Collier County, Florida) Special Assessment Bonds (the "Bonds") to finance the acquisitior., equipping and construction of the Infrastructure described in the Engineer 's Report (the "Project") (the "Bond Resolution"). (b) On April 29, 1994 the Circuit Court for the Twentieth Judicial Circuit in and for Collier County, Florida issued a Final Judgment validating the Bonds and from which no appeal was taken. (c) Due to several problems, the issuance of the Bonds has been delayed. (d) The acquisition, equipping and construction of the Project is hereby deemed to be a special benefit of the property within the District affected thereby and in the best interest of the District and in furtherance thereof and pursuant to the Bond Resolution, the District deems it to be in its best interest to issue its Special Assessment Bonds, Series 1997, in the aggregate principal amount of $6,000,000 (the "Series 1997 Bonds") and to apply the proceeds of the Series 1997 Bonds to the Costs of the Project, to fund a Debt Selvice Reserve Fund to pay capitalized interest on the Series 1997 Bonds during the construction period and to pay costs of issuance of the Series 1997 Bonds. (e) All the provisions, covenants, pledges and conditions in the Bond Resolution and the Trust Indenture shall be applicable to the Series 1997 Bonds and such Series 1997 Bonds shall constitute "bonds" within the meaning of the Trust Indenture. The principal of, premium, if any, and interest of the Series 1997 Bonds herein authorized in all sinking fund, reserve and other payments provided for in the Bond Resolution and Trust Indenture shall be payable solely from the Pledged Revenues and, to the extent provided in the Bond Resolution or Trust Indenture, from moneys on deposit from time to time in the Funds and Accounts created under the Trust Indenture, and it will not be necessary nor has there been authorized the levy of taxes on any property in the District to pay for the same, and, although there will be a lien of the Special 2 16G 1. Assessments on property within the District that is not owned by the District, the Series 1997 Bonds shall not constitute a lien upon any of the properties of the Distri.ct, except the Pl~dged Revenues and the Funds and Accounts created under the' Trust Indenture, nor shall the Series 1997 Bonds be secured by the credit or taxing power of the District or the general funds of the District not expressly pledged under the Trust Indenture. (f) Due to the present volatility of the market for tax exempt obligations such as the Series 1997 Bonds, and the complexity of the transaction~ relating to such Series 1997 Bonds, it is in the best interest of the District to sell the Series 1997 Bonds by a negotiated sale, in order to allow the District to enter the market at the most advantageous time, rather than a specified date, thereby permitting the District to obtain the best possible price and interest rate for the Series 1997 Bonds. The District acknowledges receipt of the information required by Section 218.385, Florida Statutes, in connection with the negotiated sale of the 1996 Bonds. A copy of said disclosure of the Underwriter of the Series 1997 Bonds containing the aforementioned information as attached as an Exhibit to the hereinafter described Purchase Contract. (g) William R. Hough & Co., Naples, Florida (the "Underwriter") has offered to buy the Series 1997 Bonds from the District and have submitted a Bond Purchase Agreement attached hereto as E~~ibit A (the "Purchase Contract") expressing the terms of such offer and the District does hereby find and determine that it is in the best interest of the District that the as terms expressed in the Purchase Contract be accepted by the District. (h) The Bond Resolution provides that the Series 1997 Bonds shall be dated, shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions among other matters and shall be determined by a resolution adopted by the District and it is now appropriate to determine such terms and details. (i) All capitalized terms used herein and not otherwise defined herein shall have the meaning described thereto in the Trust Indenture, unless otherwise provided or unless the context otherwise clearly requires. To the extent necessary to effectuate the terms and conditions hereof, the Trust Indenture is hereby incorporated herein by this reference. SECTION 3. AUTHORIZATION AND DESCRIPTION OF THE SERIES 1997 BONDS. The Project is hereby authorized, which Project shall include the roadways, drainage, water and sewer and other infrastructure and improvements described in the hereinafter mentioned Limited Offering Memorandum. The District hereby 3 16G .1 authorizes the issuance of bonds in the initial aggregate amount of $6,000,000 that shall be known as the ftHeritage Greens Community Development District (Collier County, Florida) Special Assessment Bonds, Series 1997." The Series 1997 Bonds are being issued for the principal purpose of providing funds which will be used to pay the cost of the Project, to fund a Debt Service Reserve Account, to fund a Capitalized Interest Account and to pay the costs of issuance for the Series 1997 Bonds. The Series 1997 Bonds shall be issued pursuant to the Bond Resolution and Trust Indenture and all provisions, covenants, pledges, and conditions of the Bond Resolution and Trust Indenture shall be applicable thereto. Prior to or simultaneously with the issuance of the 1996 Bonds, the Trustee shall have executed and delivered to the District its acceptance of its duties under the Trust Indenture, which acceptance is required by the Act. The District, by and through its Chairman or its Vice Chairman, shall execute and deliver the Trust Indenture in the form attached hereto as Exhibit B, with such changes, modifications, omissions, insertions and variations as shall be approved by the Chairman or Vice Chairman of the District. Execution by the Chairman or the Vice Chairman of the District of the Trust Indenture shall be conclusive evidence of approval of such changes. The Series 1997 Bonds will be initially issued as a single registered bond fo= each maturity registered in the name of Cede & Co., the nominee for the Depository Trust Company, New York, New York ("DTC")., The Series 1997 Bonds will be dated December 1, 1996, and shall be issued in denominations of $5,000, however the initial Purchaser must buy a minimum amount of $100,000 of Series :997 Bonds, and said Series 1997 Bonds will bear interest payable semiannually on November 1st and May 1st of each year commencing May 1st, 1997, at the rates and mature in the amounts and on the dates set forth in the Limited Offering Memorandum hereinafter described, which matters are hereby incorporated herein by this reference. So long as there shall be maintained a book-entry-only system with respect to the Series 1997 Bonds, the following provisions shall apply: DTC will act initially as securities depository for the Series 1997 Bonas and so long as the Series 1997 Bonds are held in the book-entry-only form, Cede & Co., shall be considered the registered owner for all purposes hereof. On original issue, the Series 1997 Bonds shall be deposited with DTe which will be responsible for maintaining a book-en try-only system for recording the ownership interest of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with DTC Participants either directly or indirectly \ n Indirect Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records with 4 16G 1 respect to the beneficial ownership interest of individual purchasers of the Series 1997 Bonds ("Beneficial Owners") . Interest and principal at maturity on the Series 199J.Bonds shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to the DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not DTC, the District or the Paying Agent. The Series 1997 Bonds shall initially be issued in the form of a fully registered Series 1997 Bond for each maturity and shall be held in such form until maturity. Indi viduals may purchase beneficial interests in the amount of $5,000 or integral multiples of $5,000 in book-entl~-only form, without certificated Series 1997 Bonds, through DTC Participants and Indirect Participants. DURING TdE PERIOD FOR ~~ICH CEDE & CO. IS REGISTERED OWNER OF THE SERIES 1997 BONDS, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICE TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO INDIRECT PARTICIPANTS AND DTC PARTICIPANTS AND INDIRECT PARTICIP~~S SHALL BE RESPONSIBLE FOR NCTICE TO INDIVIDUAL PURCHASERS OF BENEFICIAL I~ITERESTS. The District is authorized to enter into a letter agreement with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the 9istrict. In the event of such determination, the District. shall select .::inother securities depository. If the District does not replace DTC, the Bond Registrar will register and deliver to Beneficial Owners replacement Series 1997 Bonds in the form of fully registered Series 1997 Bonds in denominations of $5,000 or integral multiples thereof, in accordance with instructions from Cede & Co. SECTION 4. REDEMPTION PROVISIONS. The Series 1997 Bonds shall be subject to mandatory sinking fund redemption, optional redemption and extraordinary mandatory redemption as set forth in the Limited Offering Memorandum attached as Exhibit E hereof, which redemption provisions are hereby incorporated herein by this reference. Upon extraordinary mandatory redemption, optional redemption, or purchase and retirement by the Dist.rict of the Series 1997 Bonds, the Amortization Requirements applicable to the Series 1997 Bonds and as set forth in the Purchase Contract nay be adjusted as hereinafter set forth. The District shall, frca ti~ to time as appropriate, determine the principal ~~t of Series 1997 Bonds that are no longer Outst~~ding as a result 0: extraordinary mandatory redemptions, optional redemptions C~ purchase and retirement of Series 1997 Bonds by the District Dade 5 16G 1 from sums on deposit in the Redemption Account (collectively, "Credit") and the District shall select an underwriter, financial adviser or certified public accountant ("Financial Consultant") to allocate the Credit not previously allocated ("Available Credit") among one or more future Bond Years so that after such allocation of the Available Credit the Principal and Interest Requirements on the Series 1997 Bonds will, as nearly as possible, subject to the matters hereinafter set forth, be payable on a level debt service basis. The Financial Consultant shall take into consideration any monies on deposit in the Sinking Fund available to pay Principal and Interest Requirements in subsequent Bond Years, the estimated amount of Pledged Revenues to be received in the future Bond Years (assuming that in each future Bond Year ninety-six percent (96%) of the armual installments 0= the Special Assessments will be collected and that such monies will be received by the T~~stee not later than the last business day in March following the Novenilier 1 on which they are due) and ~he amounts in the Reserve Fund which will be available to retire Series 1997 Bonds at their final maturity, in order to determine that, based on such assumptions, monies will be available to satisfy the Principal and Interest Requirements in each future Eond Year. Based upon the foregoing, the Financial Consultant shall apply the Available Credit by allocating same in a manner- that will result in approximately level Principal and Interest Requirements and which will result in the Pledged Revenues available during each subsequent Bond Year being sufficient to satisfy the Principal and Interest Requirements in such future Bond Year. The Financial Consultant's conclusion shall be set forth in a report ("Revised Amortization Requirements Report"), showing the new principal amount of Series 1997 Bonds to be payable in each subsequent Bond Year as a result of mandatory sinking fund redemption and, at maturity, taking into account the Available Credit, and showing the application of the Available Credit, as applied, to each future Bond Year. The Revised Amortization Requirements Report shall be presented to the District for review and approval. If the District finds the revised schedule does not meet the requirements of this provision, then the Financial Consultant, or- another Financial Consultant selected by the Dist~ict, shall revise the schedule and present such revised report to the District for approval. An approved Revised ~~ortization Requirements Report shall be adopted by a resolution of the District, shall revise the schedule and present such revised report to the Distr-ict for approval. An approved Revised Amortization Re~uirements Report shall be adopted by a resolution of the District, supplemental to this resolution, setting forth the new schedule for Amortizatio:1 Requirements and such resolution shall be promptly delivered to the Trustee. The Trustee shall, within ten (10) business days thereafter, mail a copy of the Revised Amortization Requirements Report to any person who is a holder of ten percent (10%) or more of the principal amount of the Series 1997 Bonds and to any other holder who has filed a written request with the Trustee requesting same. For the purposes hereof, the holder shall be those persons who were registered owners of the 6 16G 1 Series 1997 Bonds as of the close of business on the first business day following the date the Trustee receives the resolution adopting the Revised Amortization Requirements Report. Thereafter, principal of the Series 1997 Bonds shall be subject to mandatory sinking fund redemptions in accordance ...lith the Revise1l Amortization Requirements Report. .~ SECTION S. FORM OF SERIES 1997 BONDS; EXECUTION OF SERIES 1997 BONDS. The form of the Series 1997 Bonds is annexed hereto as Exhibi t C. The Chairman or Vice Chairman of the District are hereby authorized and directed to execute, and/or to cause their facsimile signatures to be placed on, each of the Series 1997 Bonds and to cause the corporate seal of the District to be imprinted or reproduced thereon and to d~liver the Series 1.997 Bonds to the Bond Registrar for authentication and delivery. The form of the Series 1997 Bonds shall be substantially as set forth in Exhibit C, with such changes, amendments, modifications, omissions, insertions and variations as may be approved by the Chairman or Vice Chairman. Execution by the Chairman or Vice Chairman of the Series 1997 Bonds shall be conclusive evidence of approval of such changes. SECTION 6. SALE OF THE SERIES 1997 BONDS. The Series 1997 Bonds shall be sold to the Underwriter pursuant to the Purchase Contract at the purchase price provided in such Purchase Contract, plus accrued interest from January 1, 1997 to the date of delivery. All terms and conditions set forth in the Purchase Contract are hereby approved. The Chairman or Vice Chairman is hereby authorized and directed to execute, and the District Secretary is hereby authorized and directed to attest under the corporate seal uf the District, said Purchase Contract and to deliver the same to the Underwriter on behalf of said Purchase Contract and to deliver the same to the Underwriter on behalf of the District. The Series 1997 Bonds shall be delivered to the Underwriter in accordance with the terms of the Purchase Contract as same may hereafter be modified with consent of the Chairman or Vice Chairman, authorization for such modification b~ing hereby delegated to the Chairman or Vice Chairman, provided no modification substantially and adversely alters any material provisions affecting the District. Execution by the Chairman or Vice Chairman of the Purchase Contract shall be deemed to be conclusive evidence of approval of such modifications. SECTION 7. APPLICATION OF SERIES 1997 BOND PROCEEDS. The proceeds derived from the sale of the Series 1997 Bonds shall be delivered to the Trustee and applied by the Trustee simultaneously with the delivery thereof for the purposes stated in, and in a manner consistent with, the hereinafter mentioned Limited Offering Memorandum. The specific amounts to be deposited in the Funds and Accounts created under the Bond Resolution shall be as set forth in a certificate executed by the Chairman or Vice Chairman and delivered at the time of issuance of the Series 1997 Bonds. 7 16G t SECTION B.. PRELIMINARY LIMITED OFFERING MEMORANDUM.. The Preliminary Limited Offering Memorandum relating to the Series 1997 Bonds dated November 27, 1996, and annexed hereto as Exhibit D is hereby approved. The Preliminary Limited Offering Memorandum is hereby deemed final within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. The use of the Preliminary Limited Offering Memorandum by the Underwriter in connection with the sale of the Series 1997 Bonds is hereby ratified. The form, terms and provisions of the final Limited Offering Memorandum relating to the Series 1997 Bonds dated the date hereof submitted at this meeting and attached hereto as Exhibit E (the "Limited Offering Memorandum"), are hereby a.pproved with respect to the information therein contained. The Chairman or Vice Chairman is hereby authorized and directed to execute and deliver said Limited Offering Memorandum on behalf of the District, and thereupon to cause suc!:. Limited Offering Memorandum to be delivered to the Under~iter with such changes, amendments, modifications, omissions and additions as may be subsequently approved by the Chairman or Vice Chairman. Execution by the Cnairman or Vice Chairman of the Limited Offering Memorandum shall be deemed to be conclusive evidence of approval of such changes. Said Limited Offering Memorandum, including any such changes, amendments, modifications, omissions, insertions and variations as approved by the Chairman, and the information contained therein, is hereby authorized to be used in connection with the sale of the Series 1997 Bonds. SECTION 9.. APPOINTMlDi"'Z' OF TRUSTEE, BOND REGISTRAR AND PAYING AGEh~. The appointment and designation of First Union National Bank of Florida, Miami, Florida, as Trustee, Bond Registrar and P3ying Agent for the Series 1997 Bonds is hereby approved, ratified and confirmed. The District hereby collaterally assigns to the Trustee, for the benefit of Bondholders, all Pledged Revenues and other monies to be deposited in the Funds, Accounts and subaccounts as established by, and provided in, the Trust Indenture and this resolution and shall deliver custody of such monies to the Trustee immediately upon the receipt thereof. The Trustee shall hold, apply, invest and reinvest such Pledged Revenues and monies on deposit in the Funds and Accounts, together with monies in the Rebate Fund, in such a manner as provided in the Trust Indenture and herein. The Chairman is hereby authorized, without further act of the District, to enter into any agreements with such Trustee, Bond Registrar and Paying Agent which may be necessary to reflect the obligation of such Trustee, Bond Registrar and Paying Agent to reflect the obligation of such Trustee, Bond Registrar and Paying Agent to accept and perform the respective duties imposed Upon each, and to effectuate the transactions contemplated, by this resolution and the Trust Indenture. SECTION 10. EXECUTION AND DELIVERY OF CONTINUING DISCLOSURE AGREEMENT. The District hereby authorizes and directs the Chairman or Vice Chairman to execute and delivery and the District Secretary 8 16G 1 ' to attest under the corporate seal of the District the Continuing Disclosure Agreement substantially in the form annexed hereto as Exhibit F (the "Continuing Disclosure Agreement") by and between the District and Developer. The Acquisition Agreement may hereafter be modified with the consent of the Chairman Qr Vice Chairman, authorization for such modification being', hereby delegated to the Chairman or Vice Chairman, prov1ded no modification substantially and adversely alters any material provisions affecting the District. Execution by the Chairman or Vice Chairman of the Acquisition Agreement shall be deemed to be conclusive evidence of approval of such modifications. SECTION 11. EXECUTION AND DELIVERY OP IMPROVEMENT ACQUISITION AGREEMENT. The District hereby authorizes and directs the Chairman or Vice Chairman to execute and delivery and the District Secretary to attest under the corporate seal of the District the Improvement Acquisition Agreement substantially in the form annexed hereto as Exhibit G (the "Ac~~isition Agreement") by and between the District and Developer. The Acquisition Agreement may hereafter be modified with the consent of the Chairman or Vice Chairman, authorization for such modification being hereby delegated to the Chairman or Vice Chairman, provided no modification substantially and adversely alters any material provisions affecting the District. Execution by the Chairman or Vice Chairman of che Acquisition Agreement shall be deemed to be conclusive evidence of approval of such modifications. SECTION 12. RATIPICATION OP DTC LETI'ER AGREEMENT. The District hereby ratifies the prior execution and delivery of the DTC letter (the "DTC Agreement") by and between the District and DTC, pursuant to which DTC will act as securities depository for the Series 1997 Bonds. All of the provisions of the DTC Agreement, when duly authorized, executed and delivered by DTC shall be deemed to be a part hereof as fully and to the same extent as if incorporated verbatim herein. SECTION 13. CONSTRUCTION AND MAINTENANCE AGREEMENT. The District hereby authorizes and directs the Chairman or Vice Chairman to execute and delivery and the District Secretary to attest under the corporate seal of the District the Construction and Maintenance Agreement of Subdivision Improvements for Community Development Districts substantially in the form annexed hereto as Exhibit H (the "Construction and Maintenance Agreement") by and between the District, Collier County, Florida and Developer. The Construction and Maintenance Agreement may hereafter be modified with the consent of the Chairman or Vice Chairman, authorization for such modification being hereby delegated to the Chairman or Vice Chairman, provided no modification substantially and adversely alters any material provisions affecting the Districc. Execution by the Chairman or Vice Chairman of the Acquisition Agreement shall 9 16G 1 be deemed to be conclusive evidence of approval of such modifications. SECTION 14. DESIGNATION OF BONDS. The Bonds are hereby designated by the District as "Qualified Tax-Exempt obligatiPns" for the purposes, and within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. The District has not issued any obligations other than the Bonds on or after January 1, 1996 nor intends to issue additional obligations prior to January 1, 1998. SECTION 15. JJaNDMENT OF RESOLUTION NO. 97-2 AND AUTHORIZING PREPAYMENT OP ASSES~ITS: Resolution No. 97-2 is amended by adding the following: Assessments on each platted benefitted parcel shall be subject to prepayment at the option of the owner of such parcel, in whole, at any time, or, in part, one time only, together with interest to the sooner of the next succeeding May 1 or November 1 which is more than forty-five (45) days following the date of prepayment at the rate of interest (based on true interest cost) of the Bonds. The District shall evidence such prepayment by recording a release in the property records maintained by the Clerk of Circuit Court of Collier County, Florida. SECTION 16. GENERAL p.UTHORITY. The Chairman, Vice Chairman, the District Secretary, the District Attorney, and any other proper officials of the District are hereby authorized to do all acts and things required of them by this resolution, the Bond Resolution, the Limited Offering Memorandum, the Series 1997 Bonds, the Continuing Disclosure Agreement, the DTC Agreement and the Purchase Contract, or that may otherwise be desirable or consistent with accomplishing the full, punctual and complete performance of all the terms, covenants and agreements contained in any of the foregoing, and each member, employee, attorney and officer of the District is hereby authorized and directed to execute and deliver any and all papers and instruments and to cause to be done any and all acts and things necessary and proper for carrying out the transactions contemplated thereby. Each member of the Board other than the Chairman is hereby designated as a Vice Chairman for the purposes hereof and may, in such capacity execute and del~ver such documents, instruments and certificates as shall be required of the Chairman in his or her stead. Each member of the Board other than the Secretary is hereby designated as an Assistant Secretary for the purposes hereof and may, in such capacity execute and deliver such documents, instruments and certificates as shall be required of the Secretary in his or her stead. The officers and officials of the District are hereby authorized to approve all changes to any of the documents and instruments presented to the Board herewith as shall be necessary 10 16G .1. ' in order to accomplish the purposes described in the Limited Offering Memorandum, evidence of such approval being the execution and delivery by such officers or officials of such documents and instruments containing such changes. SECTION 17. SEVERABILITY AND INVALID PROVISIONS. I f anyone or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, but not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way effect the validity of the other provisions hereof or the Series 1997 Bonds. SECTION 18. BOND RESOLUTION TO CONTINUE IN PORCE. herein expressly provided, the Bond Resolution and all and provisions thereof, are and shall remain in full effect. Except as the terms force and SECTION 19. OPEN MEETINGS. It is hereby found and determined that all official acts of this Board concerning and relating to the issuance, sale, and delivery of the Series 1997 Bonds, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirements of Florida Statutes, Section 286.011. SECTION 20. EFFECTIVE DATE. This resolution shall be effective immediately upon its adoption. Passed and adopted at a meeting of the District on the 27th day of December, 1996. HERITAGE DIS DEVELOPMENT (SEAL) AITEST, ~ ~ " 11 BXlI:tB:tT A BOND PORCHASB AGREEMENT 12 16G 1, .f ..' . ! ..I. b b .J. HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT (CoUi~r County. Florida) 56,000,000 Special .~SJeument Bonds, Series 1997 CONTRACf OF PURCHASE December 27, 1996 Heritage Greens Comm~'ty Development District cfo District Manager 10300 N.W. 11th Manor Coral Springs, Florida 33071 Gentlemen: The undersigned, (the "Under~er") offen to enter into this agreement with Heritage Greens CommunityDevelopmem District (the "District") which, upon your acceptance of this offer, will be binding upon you and upon us, This offer is made subject to your acceptance of this agreement on or before 7:00 p.rn" Eastern Daylight Time on December 27, 1996, 1. Purchase Pri~, Upon the turns and conJitions and upon the basis of the respective representttions, warranties and covenants set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell to the Underwriter, all (but not less than all) of its $6,000,000,00 aggregate principal L"I10unt of Special Assessment Bonds. Series 1997 (the "Bonds"). The aggregate purchase price is $5,850,000,00, plus accrued interest from January I, 1997 to the date of closing, and shall be paid by wire transfer against delivery of the Bonds. The purchase price is equal to the aggregate principal amount of the Bonds, less underwriter's discount in the aggregate amount of$150,OOO,OO (2.5%), The Bonds are to be is.lRJed under and pursuant to Chapter 190, Florida Statutes, as amended (the" Act"), a Trust Indenture, dated as of January I, 1997 (the "Indenture"), by and between the District and First Union National Bank of Florida., Miami, Florida, as trustee (the "Trustee") and a resolution of the District (the "Resolution") authorizing the execution and delivery of the Indenture and the issuance and delivery of the Bonds thereunder. 16G ~ 1 The Bonds shall mature, bear interest and be subject to redemption all as set fonh in the Indenture and described in the Limited Offering Memorandum referred to in Section 2 hereof. Terms initially capitalized herein and not otherwise defined herein shall have the meanings set forth in the Limited Offering Memorandum referred to below. A disclosure statement and Truth in Bonding Statement submitted in compliance with Section 218.385, Florida Statutes, are attached hereto as Schedule 1. 2. limited Offerina Merno(,ndum. At the time of your acceptance hereot: the District will make available to the Underwriter the finallirnited offering memorandum of the District, dated the date hereot: relating to the Bonds, in substantially the form approved by the District (which, together with the cover page, and aD exhibits, appendices, and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds is herein called the "Limited Offering Memorandum"), executed on behalf of the District by a duly authorized officer of the District. Such Limited Offering Memorandum is hereby "deemed final, " by the District as of the date hereof for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, The District agr~ that within seven (7) business days after its acceptance hereof, or one (1) business day prior to Closing, whichever is earlier, it shall make the Limite.d Offering Memorandum available to the Underwriter in quantities sufficient to allow compliance with Rule lsa-12 of the Securities and Exchange Commission and the rules of the Municipal Securities Rulemaking Board, Delivery of such copies of the Limited Offering Memoram;um shall constitute the District's approval thereof and its authorization for the Limited Offering Memorandum, the information contained therein and the documents referred to therein to be used in connection with the public offering of the Bonds by the Undenwriter. The District hereby ratifies and consents to the use by th(: Underwriter on or before the date hereof, in conjunction with the public offering and pricing of the Bonds, of the preliminary limited offering memorandum of the District, dated November 27, 1996. relating to the Bonds (the "Preliminary Limited Offering Memorandum"), The District agrees with the Underwriter that if: during the period from the date hereof to and including the date which is twenty.tive (25) days follc.wing the end of the underv.'Titing period (as determined in accordance with the provisions below), any event shall occur which might or would cause the Limited Offering Memorandum to contain any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, the District shall notifY the Underwriter thereot: and if in the opinion of the Underwriter such event requires a supplement to or an amendment of the Limited Offering Memorandum., the District will prepare and furnish to the Underwriter a reasonable number of copies of any supplement or amendment to the Limited Offering Memorandum (in form and substance satisfactory to the Underwriter) necessary so that the Limited Offering Memorandum as so supplemented or amended will not, in the light of the circumstances when the Limited Offering Memorandum as so supplemented or amended is delivered to a purchaser of a Bond, be misleading, 2 16G 1 Unless otherwise notified in writing by the Underwriter on or prior to the date of the Closing, the District can assume that the "end of the undeJWriting period" for the Bonds for all purposes of Ruie 15c2-12 under the Securities Exchange Act of 1934 is the date of the Closing. In the event such notice is given in writing by the Underwriter, which notice shall state whether it relates to the Bonds, the Underwriter agrees to notify the District in writing following the occurrence of the "end of the underwriting period" as defined in Rule 15c2- 12 for the Bonds identified in such notice. The "eJ!d of the underwriting period" as used herein shall mean the date of the Closing or such later date~ to which notice is given by the Underwriter in accordance with the preceding sentence. By your acceptance hereof: you hereby authorize and approve the Limited Offering Memorandum and the form of the Indenture and other pertinent documents referred to in Section 6 bereofto be 1awfuDy used by the Underwriter in connection with the offering and sale of the Bonds. 3, Limited Public Offerin,a, The Underwriter intends to make a limited public offering ofaD of the Bonds at not in c)tccss of the public offering price set fOM on the cover of the Limited Offering Memorandum and may subsequently change such offering price without any requirement of prior notice, The Underwriter may offer L"1d sell Bonds to certain dealers (including dealers depositing bonds into investment trusts) L'ld others at prices lower than the public offering price stated on the cover of the Limited Offering Memorandum, The Underwriter shall, at or prior to Closing, certifY the price ofar least ten percent (10010) of the Bonds as offered and sold to the public (e)Ccluding bond houses and brokers), 4. Rq)n~sentations and Warranties. The District hereby represents and warrants to the Underwriter that (a) The District is a community development district duly organized under Chapter 190, Florida Statutes, as amended (the "Act"), is validly existing under the Constitution and laws of the State of Florida, and is authorized and empowered under the Act and the other laws of the State of Florida (i) to finance, acquire, construct and install the infrastructure improvements within and outside the boundaries of the District (the "Project"), (ii) to issue and sell the Bonds for the purpose of financing, acquiring and constructing the Project, (ill) to secure the Bonds as provided in tne Indenture and (iv) to execute, deliver a..,d fulfill its obligations under this Contract of Purchase; (b) The District has duly authorized all n~sary action to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set fOM herein and in the Indenture; (ii) the approval of the Limited Offering Memorandum and the execution of the Limited Offering Memorandum by a duly authorized officer; (iii) the application of the proceeds of the Bonds upon the terms set forth in the Indenture; and (iv) the execution, delivery and receipt of this Contract of Purchase, the Bonds, the Indenture, and any and all such other agreements and documents as may be required to be executed, delivered and received by the District in order to cany-out, give effect to, and consummate the transactions contemplated hereby and by the Bonds, the Indenture and the Resolution; 3 16G 1/ (c) The information contained in the Limited Offering Memorandum under the captions "Introduction", "Description of the Bonds," "Security for and Source of Payment of Bonds, ""The Project," "Estimated Sources and Uses of Funds", "The District", "Disclosure Required by Florida Blue Sky Regulations" and "Litigation" is and, as of the date.of Closing, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to State a material fact required to be stated therein or necessary to make the statements in such Limited Offering Memorandum., in light of the circumstances under which they were made, not misleading~ (d) The Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly authorized, executed and issued and will constitute legal, valid and binding obligations of the District entitled to the benefits of the Indenture. The Bonds will be payable from and secured by Assessments imposed on all real property within the District benefitted by the Project and by a lien on such real property coequal with the lien of state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid; (e) The District will apply the proceeds from the sale of the Bonds as described in the Limited Offering Memorandum and as further specified in the Indenture and in certh'icates delivered at the Closing; (f) There is no action, sui..... proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting tht District or, to the best knowledge of the undersigned District representative, threatened against or affecting the District contesting the due organization and valid existence of the District or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect (i) the transactions contemplated hereby or by the Resolution or the Indenture, (ii) the va.l.idity or due adoption of the Resolution or the validity, due authorization and execution of the Bonds, the Indenture, this Contract ofPurchue, or any agreement or instrument to which the District is a party and which is used or contemplated for use in the consummation of the tram actions contemplated hereby or by the Resolution or (iii) the legality, validity or enforceability of the assessment, levy or collection of the Assessments; (g) The authorization, execution and delivery by the District of the Limited Offmng Memorandum, this Contract of Purchase, the Bonds, the Resolution, the Indenture and the other documents contemplated hereby and by the Limited Offering Menlorandum, and compliance by the District with the provisions of such instruments, do not and will not conflict with or constitute on the pan of the District a breach of or a default under any provision of the Constitution of the State of Florida or any existing law, court or administrative regulation, decree or order or any agreement, resolution., mortgage, lease or other instrument by which the District or its properties are, or on the date of Closing will be, bound; 4 16G 1 J (h) All permits, consents, approvals or licenses, if any, and all notices to or filings with governmental authorities necessary for the consummation by the District of the transactions described in the Limited Offering Memorandum, including the acquisition, construction and installation of every and each phase of the Project, and this Contract of Purchase (other than such permits, consents, licenses, notices and filings, if any, as may be required Wlder the securities or blue sky Jaws of any federal or state jurisdiction) required to be obtained or made have been obtained or made or are reasonably expected to be obtained or made in a timely fashion as required for the anticipated completion of such transaction on the Project~ (i) The District agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request, provided, however, that in no event shaD the District be required to submit to service of process in any jurisdiction, and the District hereby consents to the lawful use of the Limited Offering Memorandum by the Underwriter in obtaining such qualifications, provided, however, that in no event shall the District be required to submit to service of process in any jurisdiction; and G) The District has not issued, assumed or guaranteed any material indebtedness, incurred any material liabilities, direct or contingent, or entered into any contract or arrangement of any kind payable from the Assessments except as set fonh in the Indenture nor has it pledged or will it pledge the Assessments other than as set fonh in the Indenture. s. R~stration of and Pajment for the Bonds, At 10:00 a,m. on January 8, 1997, or at such other time or date as shall have been mutually agreed upon by the District and the Underwriter, the District will have delivered, or have caused to be delivered, to The Depository Trust Company, New York, New York ("DTC") the Bonds and will then deliver, or cause to be delivered, to the Underwriter, all documents hereinafter mentioned. The Bonds shall be issued as one fully registered bond for each maturity, shall bear proper CUSIP numbers and shall be registered in the name of Cede & Co. as nominee ofDTC, whjch will act as securities depository for the Bonds, Subject to the conditions contained herein, the Underwriter wiIl pay the purchase price of the Bonds set fonh in paragraph numbered 1 hereof by wire transfer to the Trustee and accept delivery of the Bonds, through the facilities ofDTC against payment therefor, Such payment and delivery is herein called the "Closing, " The Bonds will be made available to the Underwriter not less than 24 hours prior to the Closing for checking and for delivery to DTC pending Closing, 6. Certain Conditions to Underwriter's Obliaations, The obligations of the Underwriter hereunder shall be subject to (i) the performance by the District of its obligations to be performed hereunder, (ii) the accuracy in all material respects of the representations and warranties of the District herein as of the date hereof and as of the time of the Closing, and (iii) the following conditions: 5 16G 1 (a) At the time of Closing, (i) the Resolution shall have been adopted and the Indenture executed and delivered in the form approved by the Underwriter and shall be in full force and effect and neither shall have been amended, modified or supplemented except as may have been previously agreed to in writing by the Underwriter, (ti) the proceeds of the .FIe of the Bonds shall be applied as descnbed in the Limited Offering Memorandum, and (iiiJ'the Disuict shaD have duly adopted and there shall be in full force and effect such resolutions' as, in the opinion of Greenberg Traurig Hoffinan Lipoff Rosen & Quente~ P .A, Tallahassee, Florida ("Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby; (b) At the time of the Closing, there shall have been no material adverse change in the status of required permits and approvals obtained and expected for, and arrangements for financing of, the Project; (c) At or prior to the Closing, the Underwriter shall have received two executed copies of each of the following documents: (1) the approving opinion, dated the date of the Closing, of Bond Counsel addressed to the District substantially i.l the form required by the Indenture and set forth as Appendix A to the Limited Offering Memorandum and an unqualified letter dated the date of Closing from Bond Counsel to the Underwriter and the Trustee stating that the Underwriter and the Trustee may rely on such opinion as though the same was addressed to them; (2) a supplemental opinion, dated the date of the Closing, of Bond Counsel addressed to the District and the Underwriter substantially in the form of Exhibit A hereto; (3) an opinion, dated the date of the Closing, of Young, van Assenderp & Varnadoe, P,A, Naples, Florida, counsel to the District, addressed to the District, the Trustee and the Underwriter substantially in the form of Exhibit B hereto; (4) an opinion, dated the date of th~ Closing, of Nabors, Giblin & Nickerson, P.A, Tampa, Florida, counsel to the Underwriter, addressed to the Underwriter substantially in fonn and substance satisfactory to the Underwriter; (5) an opinion, dated the date of the Closing of counsel to the Trustee substantially to the effect that such trust company or commercial bank is a duly organized trust company or conunerciaJ bank with necessary powers to serve as trustee under the Indenture and has duly and with legal authority executed and delivered the Indenture and that the Indenture is binding and enforceable against the Trustee, all in form and substance satisfactory to the Underwriter; (6) a certificate of the Di&rict, dated the date of the Closing and signed by a duly authorized officer of the District and in form and substance reasonably satisfactory to the 6 16G 1 Underwriter, to the effect that (i) since the date of the Contract of Purchase no material and adverse change has occurred in the financial position of the District or results of operations of the District; (ii) the District has not incurred any material liabilities other ~ as set fonh in or contemplated by the Limited Offering Memorandum, (iii) no event has ~rred since the date of the Limited Offering Memorandum which should be disclosed in the Limited Offering Memorandum for the purpose for which it is to be used or which is necessary to be disclosed therein in order to make the statements and information therein not misleading as of tile date of Closing; (iv) the representations and warranties of the District herein are true and correct in all material respects as of the date of the Closing and all obligations to be performed by the District hereunder on or prior to the date of the Closing have been perfonne<L and (v) no litigation or other proceedings are pending or, to the knowledge of the District, threatened in or before any agency, coun or tribunal, state or federal, (A) restraining or enjoining or seeking to restrain or enjoin the issuance, sale, execution or delivery of any of the Bonds or the assessment, levy or collection oftbe Assessments pledged to the payment of the principal of and premium, if any, and interest on the Bonds, (B) questioning or affecting the validity of any provision of the Bonds, the Resolution, this Contract of Purchase, the Indenture or any agreement or instrument to which the District is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Resolution, (C) questioning or affecting the validity of any of the proceedings or the authority for the authorization, sale, execution or delivery of the Bonds, (0) questioning or affecting the organization or existence of the District or the title of any of its officers to their respective offices or any powers of the District under the laws of the State of Florida, (E) contesting or affecting the exclusion of interest on the Bonds from federal gross income for Federal or State income tax purposes, (F) contesting or affecting the assessment, levy or collection of Assessments or (G) contesting the accuracy or completeness of the Limited Offering Memorandum or any amendment or supplement thereto; provided, however, that in lieu of such cenificate the Underwriter may, in its discretion, accept the opinion of district counse~ stating that the issues raised by any such pending or threatened litigation or proceeding are without substance or that the contentions of all plaintiffs therein are without merit; (7) the Limited Offering Memorandum executed on behalf of the District by a duly authorized officer thereof; (8) the Indenture executed and delivered by authorized representatives of the District and Trustee; (9) certified copies of all resolutions of the District authorizing the execution of the Limited Offering Memorandum and the execution and delivery of the Indenture, the Bonds and. this Contract ofPurcha.se, certified by the Secretary of the District as having been duly adopted and being in full force and effect and as constituting all resolutions of the District enacted with respect to the Bonds; 7 16G 1 (10) a certified copy of the Assessment Proceedings and the final assessment methodology report prepared by Fishkind & Associates; (11) a cenificate of a duly authorized officer of the District, satisfactory to the Underwriter, dated the date of Closing, stating that such officer is charged, either alone or with others, with the responsibility for issuing the Bonds~ setting foM, in the manner permitted by Section 1.103-13(a) (2) (ii) of the Treasury Regulations, the reasonable expectations of the District as of such date as to the use of proceeds of the Bonds and of any other funds of the District expected to be used to pay principal or interest on the Bonds and the facts and estimates on which such expectations are based; and stating that, to the best of the knowledge and belief of the certifying officer, the District's expectations are reasonable; (12) evidence satisfactory to the Underwriter of the filing, as required by Section 149 (e) of the Internal Revenue Code, of a statement concerning the Bonds with the Secretary of the Treasury; (13) a certified copy of Ordinance 93-70, adopted by the Board of County Commissioners of Collier County, Florida establishing the District; (14) a certified copy of Chapter 190, Florida Statutes, as amended; (15) an executed copy of the report of Agnoli, Barber & Brundage (the "Consulting Engineers") regarding the Project (which may be in the form of Appendix A to the Limited Offering Memorandum). (16) a certificate of the Consulting Engineers in the form of Exhibit C hereto; (17) all certificates, documents and opinions required as conditions precedent to the issuance of the Bonds as set forth in the Indenture; (18) a certificate of an authorized officer of Heritage Greens Development Limited Pannership (the "Landowner") in form and substance satisfactory to the Underwriter; (19) a certificate ofan authorized officer ofU.S, Home Corporation ("U.S. Home") in the form of Exhibit D hereto; (21) a certificate ofFishkind & Associates, financial consultant to the District in the form of Exhibit E hereto; (22) evidence of compliance with Florida Statutes 215.84, as amended; (23) evidence of the execution and delivery of the agreement between the Landowner and U.S. Home (the "U,S, Home Agreement"); 8 1 6G J. I (24) evidence, satisfactory to the Underwriter and counsel to the Underwriter that the conditions precedent to the obligations of U.S. Home under the U,S. Home Agreement have been performed by the Landowner, or, that there exist valid, binding and enforceable obligations in favor of the Landowner for the satisfaction of such conditions precedent~ (25) evidence that aD liens of record against the lands ~ the Development have been discharged, or, that an irrevocable escrow has been established and funded on the date of the Closing to satisfy all such liens; (26) an opinion of counsel to U,S, Home Corporation in the form of Exhibit F hereto; (27) an opinion of counsel to the Landowner in form and substance satisfactory to the Underwriter; (28) an executed Cominuing Disclosure Certificate in the form of Appendix F to the Limited Offering Memorandum; (29) an executed Letter of Representation required by the Depository Trust Company (the "DTC Letter"); and (30) such additional legal opinions, certificates, proceedings, instruments and other documents as the counsel to the Underwriter or Bond Counsel may reasonably request to evidence compliance by the District with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the District contained herein and the due performance or satisfaction by the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District, All such opinions, certificates, letters, agreements and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriter and counsel to the Underwriter. The District will furnish the Underwriter with such conformed copies or photor...opies of such opinions, certificates, letters, agreements and documents as the Underwriter may reasonably request. 7. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if (i) between the date hereof and the Oosing, legislation shall be enacted or recommended to the Congress or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Depanment of the United States, the Internal Revenue Service or the Chainnan or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a bill to amend the Interna1 Revenue Code (which, if enacted, would take effect in whole or in part as of a date prior to the Oosing) shall be filed in either House, or recommended for passage by the Congress by any joint 9 16G 1 \ or conference committee thereof, or a decision by a Gourt of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed to be made, v.ith respect to the Federal taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Bonds, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the Federal income tax consequences of any of the transactions contemplated in coMection herewith and, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds, or the market price generally of obligations of the generaJ character of the Bonds, or (ii) there shall exist any event which in the Underwriter's judgment either (a) makes untrue or incorrect in any material respect any statement or information contained in the Limited Offering Memorandum in the form dated December 26, 1996, or (b) is not reflected in the Limited Offering Memorandum in the form dated December 27, 1996, but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect, or (iii) there shall have occurred any outbreak of hostilities or L'y national or international calamity or crisis including financial crisis, or a financial crisis or a defauh with respect to the debt obligations of, or the institution of proceedings under the federal or the state bankruptcy laws by or against the State of Florida or any subdivision, agency or instrumentality of such State, the effect of which on the financial markets of the United States being such as, in the reasonable judgment of the Underwriter, would make it impracticable for the Underwriter to market the Bonds or to enforce contracts for the sale of the Bonds, or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange, or (v) a general banking moratorium shaD have been declared by either Federal, Florida or New York authorities, or (vi) there shall have occurred since the date of this Contract of Purchase any material adverse change in the affairs of the District, except for changes which the Limited Offering Memorandum discloses may occur, or (vii) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of counsel for the Underwriter, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Resolution or any other document executed in connection with the transactions contemplated hereof to be qualified under the Trust Indenture Act of 1939, as amended, or (viii) a stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission shall be issued or made to the efreer that the issuance, offering or sale of the Bonds, or of obligations of the general character of the Bonds as contemplated hereby, or the offering of any other obligation which may be represented by the Bonds is in violation of any provision of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939 as amended, or (ix) any state blue sky or securities commission shall have withheld registration, exemption or clearance of the offering, and in the reasonable judgment of the Underwriter the market for the Bonds is materially affected thereby, If the District shall be unable to satisfy any of the conditions to the obligations of the Underwriter contained in this Contract of Purchase and such condition is not waived by the Underwriter, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds shall be terminated or cancelled for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the Underwriter nor the District shall be under further 10 16G 1 obligation hereunder and neither the Underwriter nOT any other person shall have any further action for damages, specific pcrl"ormance or any other legal or equitable relief against the District, provided that the respective obligations of the parties to pay expenses, as provided in Section 10 hereof. shall continue in full force and effect, .f 8. follows: i>>articular Covenants. The District covenants and agrees with the Underwriter as (a) The District shaD furnish or cause to be furnished to the Underwriter, without charge, as many copies of the Limited Offering Memorandum as the Underwriter may reasonably request; and (b) Before revising, amending or supplementing the Limited Offering Memorandum, the District shall furnish a copy of the revised Limited Offering Memorandum or such amendment or supplement to the Underwriter. Ifin the opinion of the District and the Underwriter a supplement or amendment to the Limited Offering Memorandum is required, the District will supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter and its counsel. 9. Survival of Rq>resentati ons , All representations, warranties and agreements of the District hereunder shall remain operative and in full force and effect, regardless of any investigation made by or OD behalf of the UnderwIiter and shall survive the delivery of the Bonds and any tmnination of this Contract of Purchase by the Underwriter pursuant to the terms hereof. 10. p~ ofE~, (a) The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the perfonnance of its obligations hereunder, including but not limited to: (i) the cost of the preparation and distnbution of the Indenture and Resolution; (ii) the cost ofthc preparation and printing of the Limited Offering Memorandum and any supplements thereto, together with a reasonable I1LUTIber of copies which the Underwriter may request; (ill) the cost of registering the Bonds in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities dept')sitory for such bonds; and (iv) the fees and disbursements of cOunsel to the District, Bond Counsel, the financial consultant and the District engineers and any other experts or consultants retained by the District, (b) The Underwriter agrees to pay (i) all advertising expenses in connection with the public offering of the Bond~ (n) the cost of preparing and printing the blue sky and legal investment memoranda, if any, and filing fees L"I connection with the aforesaid blue sky and legal investment memoranda, ifany, other th.an the costs of preparation of the Limited Offering Memorandum~ (iii) fees and expenses of counsel to the Underwriter, and (iv) &11 other expenses incurred by the Underwriter in connection with its public offering and distnbution of the Bonds. 11. Notices. Any notice or other communication to be given to the District under this Contract of Purchase may be given by delivering the same, in writing at its address set fonh above, and any notice or other communication to be given to the Underwriter under this Contract of 11 16G 1: Purchase may be given by delivering the same in writing to William R Hough & Co" 792 Broad Avenue South, Naples, Florida 34102, Attention: William 1. Reagan, Senior Vice President. 12. Parties, This Contract of Purchase is made solely for the benefit oft~ District and the Underwriter (including the successors or assigns of the Underwriter) and no other. person shall a.cquire or have any right hereumier or by virtue hereof. 13. Governini Laws. This Contract of Purchase shall be governed by and construed in accordance with the laws of the State of Florida, 14. General. This Contract of Purchase shall constitute the entire agreement, and supersedes any and all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Contract of Purchase may be executed in several counterparts, each of which shall be regarded as an original and all of which win constitute one and the same instrument. The section headings of this Contract of Purchase are for convenience of reference only and shall not affect its interpretation, This Contract of Purchase shall become effective upon your acceptance hereof Very truly yours, WIT.LlAM R. HOUGH & CO. By: Name: Title: Accepted and agreed to as of the date first above written: HERITAGE GREENS COMMUNIIT DEVELOPMENT DISTRICT By: Chainnan, Board of Supervisors 12 1 6G t ~ EXHIBIT A To tbe Contract of PurcblJt [Form of Supplemental Opinion of Bond Counsel] [Date of Closing] William R. Hough & Co. Naples, Florida Ladies and Gentlemen: We have acted as Bond Counsel to Heritage Greens Community Development District (the "District"), a community development district established and existing pursuant to Chapter 190 of the Florida Statutes, as amended (the "Act"). We have rendered our final approving opinion (the "Opinion") of even date herewith relating to the District's $6,000,000 Special Assessment Bonds, Series 1997 (the "Bonds"). Reference is hereby made to the Opinion for a description of the Bonds and other information relating thereto, In connection with the rendering of the Opinion we have reviewed records of the acts taken by the District in connection with the authorization, sale and issuance of the Bonds and were present at various meetings and participated in various discussions in connection therewith. You have entered into a Contract of Purchase dated December 27, 1996 with the District for the purchase of the Bonds. We further supplement our Opinion by stating that, based upon our review and participation as Bond Counsel as herein described, we are of the opinion that: 1. Under existing laws, the Bonds are no~ subject to registration requirements of the Securities Act of 1933, as amended, and the Indenture is not required to ~ qualified under the Trust Indenture Act of 1939, as amended. 2. The statements contained in the Limited Offering Memorandum under the captions "Description of the Bonds" (other than the infonnation appearing therein under the subcaption "Book-Entry Only System"), "Security for and Source of Payment of the Bonds," "Tax Matters," "Appendix C" and "Appendix D" insofar as such material incorporates or purports to summarize (or contain!) the provisions of the Indenture, the Bonds or provisions of law, are fair and accurate statements or summaries of such documents and matters of law, and, the information under the captions "Agreement by the State", "Legality for Investment" and "Validation" are correct as to matters of law. A-I 16G 1 Based upon the examination which we have made as Bond Counsel, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Limited Offering Memorandum, nothing has come to our attention which would I~ us to believe that the Limited Offering Memorandum contains an untrue statement of a material CAet or omits to state a material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except that no opinion is expressed with respect to any financial, engineering or statistical information included therein or incorporated by reference or information supplied by the Landowner or U.S. Home for inclusion in the Limited Offering Memorandum or provided directly to any offeree or purchaser of the Bonds. This opinion is solely for the benefit of the addressees and may not be relied upon in any manner, nor used by, any other persons or entities, Very truly yours, A-2 166 1 . EXHIBIT B To the CODtract or Purchase [Form of Opinion of Counsel to the District] , . . [Date of Closing] Heritage Greens Community Development District Naples, Florida William R. Hough & Co. Naples, Florida 32822 Ladies and Gentlemen: We serve as counsel to Heritage Greens Community Development District (the "District"), a community development district established pursuant to the laws of the State of Florida. in connection with the sale by the District of its Special Assessment Bonds, Series 1997 in the aggregate priDcipaJ 8l1lOUDt ofS6,OOO,OOO (the "Bonds"). Unless otherwise expressly defined herein, capitalized terms used herein have the respective meanings assigned to them in the Contract of Purchase, dated December 27, 1996 (the "Contract of Purchase") between the District and William R, Hough & Co. (the "Underwriter"). In our capacity as counseJ to the District, we have examined such documents and have made such examinations oflaw as we have deemed necessary or appropriate in rendering the opinions set forth below. We have also attended various meetings of the uistrict and have participated in conferences from time to time with representatives of the District, the Underwriter, Bond Counsel, counsel to the Underwriter, the primary landowner and the District engineer relative to the Limited Offering Memorandum and the related documents described below, Based on the foregoing, we are of the opinion that: 1. Under the Constitution and la'wI of the State, the Act is valid and the District has been duly established and validly exists as a community development district with such powers as set forth in the N:.t with good, right and lawful authority to, among other things, carry out the Project, provide funds therefor through the issuance of Bonds, to assess, levy and coUect Assessments and perform under the terms and conditions of the Indenture and the Contract of Purchase. B-1 16G j 2. The District is authorized under the constitution and the laws of the State of Florida, including the Act, to (a) issue the Bonds for the purposes for which they are to be issued, (b) secure the Bonds as provided by the Indenture, (c) enter into and perform under the Contract of Purchase and Indenture and (d) undertake the Project. 3. The District has full right, power BJld authority to (a) adopt a resolution authorizing the issuance of the Bonds and the execution and delivery of the Contract of Purchase, the Tax RegtJ1atory ~ and the Indenture, (b) execute, deliver and perform its obligations under the Contract of~ the Bonds, the Tax Regulatory Covenants, the Letter of Representation to The Depository Trust Company (the "DTC Letter") and the Indenture and (c) consummate the transactions contemplated by such instruments; and the District has complied with all provisions of applicable law in all matters relating to such transactions. 4. The District bas duly authorized the execution, delivery and lawful distribution of the Limited Offering Memorandum. S. The District has duly authorized all necessary action to be taken by it for: (a) the issuan~ and sale of the Bonds upon the terms set forth in the Contract of Purchase and in the Limited Offering Mc:morand~ (b) the approval of the Limited Offering Memorandum and the signing of the Limited Offering Memorandum by a duly authorized officer; and (c) the execution, delivery and receipt of the Contract of Purchase, the Tax Covenants, the Bonds, the Indenture, the DTC Letter and any and all such other agreements and documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated by the Bonds and the Resolution. 6. AD proceedings undertaken by the District with respect to Assessments have been in accordan~ with applicable Florida law and the District has taken all action necessary to assess and impose Assessments. The Assessments are legal, valid and binding first liens upon the property against which such assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignjty to all other liens, titles and claims, until paid. 7, Project. The Bonds issued are not in excess of the aggregate amount of liens levied for the 8. On the date of the Closing, the Resolution is in full force and has been duly executed and delivered by the District. On the date of the Closing, assuming the due authorization, execution and delivery of such instruments by the other panies thereto and their authority to perfonn such instruments, the Resolution, the Tax Regulatory Covenants, the DIe Letter, the Indenture and the Contract of Purchase will constitute legal, valid and binding obligations of the District, enforceable in accordance with their respective tenns (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors, rights generally and general principles of equity), B-2 16G 1 . 9, The adoption of the Resolution, the execution and delivery by the District of the Limited Offering Memorandum and the authorization of the distribution thereof by the Underwriter. the execution and delivery by the District of the Bonds, the Indenture, and the Contract of ~""Ichaset and to our knowledge, the consummation of the transactions described in all of the foregoing instrumenU, did not at the time of such adoption, authorization, execution, delivery or distribution, do not on the date hereof and will not at the time of such consummation. conflict with or constitute on the part ofme District a breach or violation of the terms and provisions of, or constitute a default under, (a) any existing constitution, laws, COLlrt or administrative rule or regulations, to which it is subject, or any decree, order or judgment to which it is I party or by which it is bound in force and effect on the date hereot: (b) any existing agreement, indenture, mortgage, lease, deed of trust. note or other instnunent known to it to which the District is subject or by which it or its properties are or may be bound, or (c) the By-laws of the District, and will not result in the creation or imposition of any encumbrance upon any of the properties or assets of the District other than those contemplated by the Resolution. 10. The District is not in default under the tenns and provisions of the Indenture. In addition, the District is not in default under any other agreement, indenture, mortgage, lease, deed of trust, note or other instrument to which the District is subject or by which it or its properties are or may be bound, which default would have a material adverse effect on the condition of the District, financial or otherwise, 11. There is no action, suit or proceedings at law or in equity by or before any court or public board or body pending or threatened against the District (or any basis therefor) (a) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, (b) contesting or affecting the authority for the Assessments or the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Tax Regulatory Covenants, the DTC Letter, the Contract of Purchasc, or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence, of the District or any of its Supervisors, officers or employees, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the District, including its power to enter into the agreements described in paragraph 3 hereinabove, or its power to determine, assess, levy and collect Assessments, or (J) contesting or affecting the exclusion from federal gross income of interest on the Bonds. Without having undertaken to independently verify any infonnation in the Limited Offering Memorandum, in the course of cur representation of the District, nothing has come to our attention which would lead us to believe that the statements contained in the Limited Offering Memorandum under the captions "Introduction", "Estimated Sources and Uses of Funds", "The District", "Litigation" and "The Project", contains an untrue statement of I material ract or omits to state any material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading, This opinion is solely for the benefit of the addressees and this opinion may not be relied upon in any manner, nor used, by any other persons or entities, B-3 16G 1. The opinions or statements expressed above are based solely on the laws of Florida and of the United States of America. Accordingly, we express no opinion nor make any statement regarding th~ effect or application of the laws of any ether state or jurisdiction. , Very truly yours, B-4 16G 1 ' S&hW1lU 218.385 Disclosure Letter December 27, 1996 Heritage Greens CommunitY Development District Re: $6,000,000 Special Assessment Bonds, Series 1997 Ladies and Gentlemen: Pursuant to Chapter 218.385, Florida Statutes, and in reference to the issuance by Heritage Greens Community Development District (the "District") of iu S6,ooo,OOO Special Assessment Bonds, Series 1997 (the "Bonds"), William R Hough &. Co, (the "Underwriter"), pursuant to the Contract of Purchase ("Purchase Contract") dated December 27, 1996, between the Underwriter and the District, hereby makes the foUowing disclosures to the District: (I) The Underwriter is acting as underwriter to the District for the limited offering and sale of the Bonds. The total underwriting discount to the Underwriter pursuant to the Purchase Contract is equal to approximately 2,5% of the total face amount of the Bonds, or [Discount). (b) The expenses estimated to be incurred by the Underwriter in connection with the issuance of the Bonds are: (See attached itemization) (c) The names. addresses and estimated amounu of compensation of any person who is not regularly employed by, or not a partner or officer of: an underwriter, bank, banker, or financial consultant or advisor and who enters into an understanding with either the District or the Underwriter, for any paid or promised compensation or valuable consideration directly, expressly or impliedly, to act solely as an intennediary between the District and the Underwriter for the purpose ofinBuencing any transaction in the purchase of the Bonds are: NONE (d) The amount of the gross underwriting spread expected to be realized is S2S. OO/S 1,000 1-1 16G 11 (e) The components of underwriting discount are as follows: Management Fee Risk TakedownlConcession Expenses S10.OO .0- 5.00 10.00 'J . - Total 25.00 per bond (1) Any other fee. bonus or other compensation estimated to be paid by the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter is as follows: Counsel to the Underwriter: Nabors, Giblin &. Nickerson, P.A The Pointe, Suite 1060 2502 Rocky Point Drive Tampa, Florida 33607 (g) The name and address of the Underwriter is: William R. Hough & Co. 5955 T.G, Lee Blvd., Suite 370 Naples, Florida 32822 1-2 Underwriter's E~ses Paid From Discount 16G 1. I Underwriter's Counsel 535.000 Travel Experi5eS 7.000 Communication 8,500 Computer 5,500 Clearance 3.000 ., . PSAlMSRBIDTC .J..QQQ . TOTAL $60,000 1-3 SCHEDULE D 16G 1 TRUTH-IN-BONDING STATEMENT December 27, 1996 Heritage Greens Community Development District Collier County, Florida Re: $6,000,000 Heritage Greens Community Development District Special Assessment Bonds, Series 1997 In connection with the proposed issuance by Heritage Greens Community Development District (the "District") of $6,000,000 aggregate principal amount of its Special Assessment Bonds, Series 1997 (the "Bonds"), William R Hough & Co., Naples, Florida is underwriting a public offering of the Bonds pursuant to a Contract of Purchase (the "Purchase Contract"), dated December 27, 1996 between the Underwriter and the District. The purpose of this letter is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby, as foUows: (A) The District is proposing to issue $6,000,000 of the Bonds for the purpose of providing money, together with other funds available to the District to (i) finance the acquisition, construction and equipping of certain assessable capital improvements benefitting property located within the boundaries of the District, (ii) fund a Debt Service Reserve Account with respect to the Bonds, and (iii) pay certain costs of issuance with respect to the Bonds, as more fully described in the Purchase Contract. This debt or obligation is expected to be repaid over a period of twenty (20) years, At a forecasted interest rate (based upon current market conditions) of8,25%, total interest paid over the life of the debt or obligation will be $7,163,475.00 (B) The source of repayment for the Bonds is Special Assessments levied by the District on specially benefitted 1ands within the boundaries of the District. Based solely upon the assumptions set fOM in (A) above, the issuance of the Bonds will result in approximately $[ ] of the District's revenues not being available to the District to finance other services of the District; provided, however, that in the event that the Bonds were not issued, the District would not be entitled to levy and collect the Special Assessments in the amount of the interest to be paid on the Bonds. 0-1 16G 11 The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds, Very truly yours, WILLIAM R. HOUGH" CO." By: Title: Senior Vice President II-2 EXHIBIT C 16G 1, FORM OF CERTIFICATE OF THE CONSULTING ENGINEERS 56,000,000 HERITAGE GREENS COMMUNIlY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 1997 CERTIFICATE OF AGNOL~ BARBER" BRUNDAGE, INC. AS CONSULTING ENGINEER L , of Agnoli, Barber & Brundage, Inc, in connection with the issuance by Heritage Greens Community Development District (the "Issuer") ofns $6,000,000 aggregate principal amount of Special Assessment Bonds, Series 1997 pursuant to a Trust Indenture dated as of January 1, 1997 (the "Indenture") between the Issuer and First Union National Bank of Florida, as Trustee, DOES HEREBY CERTIFY, as follows: 1. Agnoli, Barber & Brundage, Ine, is serving in the capacity of District Engineer to the Issuer in connection with plarming, financing, acquiring, constructing and installing certain community development facilities consisting of a stormwater management system, roadway construction, a sar.itary sewage collection and transmission system, ia.rldscaping, sidewalks, lighting and other as~ssable improvements which specially benefit the property (the "Project"). that: 2, In its capacity as District Engineer, Agnoti, Barber & Brundage, lne, is of the opinion a, The Project improvements are reasonable and practicable and the purchase price to be paid to the Developer by the Issuer for the Project improvements being transferred in accordance with the Acquisition Agreement is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements; the Project improvements Oeing transferred by the Developer pursuant to the Acquisition Agreement are within the boundaries of the District; and the Project illlprovements being transferred by the Developer pursuant to the Acquisition Agreernem have been installed or constructed in conformity with the approved plans and specifications and in conformance with all applicable ruJes, regulations, laws. ordinances and all permits and approvals except as described on Exhibit "A" hereto, b. (i) To the best ofits knowledge, con...uuction items and the costs thereof stated in the Certificate of the Issuer anached hereto as Exhibit "A" are reasonable; (ii) the acquisition, construction, reconstruction, equipping and installation of the Project improvements is consistent with the muter plan for the Project; (Iii) the development plans for the Project have been approved by Agnoli. Barber & brundage, Ine,; and (IV) all approvals and permits for acquisition, construction, reconstruction, installation C-l 16G 1 and equipping of the Project or any portion thereof have been obtained or can reasonably be expected to be obtained from all applicable regulatory bodies; c The proceeds of the sale of the 1997 Bonds will be sufficient to cover the costs of construction of the Project; d. The estimated date of completion of the Project is . 1997; (e) The plans and specifications therefor as set forth in the repon of the Consulting Engineer relating thereto in connection with the levying of Special Assessmenu have been approved by Agnoli, Barber & Brundage, Inc,; (f) The plans and specifications therefor have been approved by all Regulatory Bodies required to approve them or such approval can reasonably be expected to be obtained; (g) The contracts in respect to the construction of the Project entered or to be entered intI) by the District cover substantially all portions of the construction thereof not being performed by employees of the District; (h) The information appearing in the Preliminary Limited Offering Memorandum dated November 27, 1996 and in the Limited Offering Memorandum dated December 27, 1996 under the heading "The Project" and to the District Engineer's Report as Appendix A to the Offering Memorandum is true and accurate in all material respects. 3, The District Engineer consents to the use of the infonnation in the Preliminary Limited Offering Memorandum dated No', ember 27, 1996 and in the Limited Offering Memorandum dated December 27, 1996 under the heading "The Project" and to the inclusion of the District Engineer's Report as Appendix A to the Offering Memorandum, IN WITNESS WHEREOF, I have set my hand and affixed the seal of Agnoli, Barber & Brundage, Inc, on this _ day of , 1997, AGNOLI, BARBER & BRUl'"DAGE, INC. By: C-2 16G l' EXHIBIT D FORM OF CERTIFICATE OF U.S. HOME CORPORA nON The undersigned, , a ofU,S. Home Corporation, DOES HEREBY CERTIFY THAT in connection with the issuance, sale and delivery of the date hereof of the $6,000,000 Heritage Greens Community Development District Special Assessment Bonds, Series 1997 (the "Bonds): The information appearing in the Limited Offering Memorandum dated December 27, 1996, relating to the Bonds under the subcaptions "U.S. Home Corporation" and "The Option Agreement" and under the caption "The Development, the Landowner and U.S. Home" are true, accurate and complete and does not contain untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading. u.S. HOME CORPORA nON By: Name: Title: 0-1 16G 1/ EXHmrr E FORM OF CERrmCA TE OF FISHKIND & ASSOCIATES FINANCIAL CONSULTANT TO mE DISTRICT CERTIFICA TE OF FINANCIAL ADVISOR , ., The undersigned, the duly authorized representative ofFISHKIND & ASSOCIATES, INe. (the "Financial Advisor"), DOES HEREBY CERTIFY TBA T: 1. The Financial Advisor has been retained as financial auvisor to the Heritage Greens Community ~elopment District, Florida (the "Issuer") in conjunction with the issuance of the Issuer's S6,OOO,OOO Special Assessment Bond~ Series 1997 (the "Bonds") 2. Part of the Fmancial Advisor's responsibility as Financial Advisor to the Issuer was to prepare the Assessment Methodology & Allocation Report supplemented , 1996 (the "Methodology Report"), 3. The Special Assessments (as defined in the Trust Indenture dated as ofJanuary 1, 1997, by and between the Issuer md First Union National Bank of Florida, as Trustee (the "'Indenture") when, as and if determined in accordance with the methodology set forth in bonds anticipated to be issued to repay the Bonds. 4, The Methodology Report was prepared in accordance with all applicable provisions of Florida law. 5, To the best ofmy knowledge, the financing of the Project (as defined in the Indenture) through the issuance of the Bonds is appropriate in terms of current market conditions and current interest rate levels. 6, The Financial Advisor consents to the use of the information in the Preliminary Limited Offering Memorandum dated November 27, 1996 and the Final Limited Offering Memorandum dated December 27, 1996 under the subcaption "Methodology" and such information is true and accurate in all material respects and to the inclusion of the Methodology Report therein as Appendix E, IN WITNESS WHEREOF, the undersigned has hereunto set his hand for and on behalf of the Financial Advisor as of this _ day of , 1997. FISHKIND & ASSOCIATES, INC. By: Hank Fishkind, Ph.D., President E-l 166 f EXHmIT F OPINION OF U.S. HOME'S COUNSEL [Date of Closing] Heritage Greens Community Development District Collier County, Florida William R Hough &: Co, Nap!es. Florida Re: 56,000,000 Heritage Greens Community Development District (Collier County, Florida) Special Assessment Bonds, Series 1997 (the "Bonds") Ladies and Gentlemen: [ Customary introduction/qualifications] Tenns used and not otherwise defined herein shall have the meaning ucnbed in the Limited Offering Memorandum ck.ted December 27, 1996 relating to the Bonds (the "Limited Offering Memorandum.). 1. U. S. Home is a ccrporation, duly organized and validly existing under the laws of the State of Florida. The execution, delivery and perfOiTIWlce by U.S. Home of the Takedown Agreement is within U.S. Home's corporate powers and have been duly authorized by all appropriate corporate action. The Takedown Agreement is the legal, valid and binding obligation ofV.S. Home, enforceable in accordance with its terms and does not violate the Articles of Incorporation or Bylaws ofU.S, Home. The Takedown Agreement is in full force and effect of the date hereofand DO event ha3 occum:d, which, with the passage of time or giving of notice or both. would constitute an event of default thereunder. 2. The levy ofthc Assessments on the lands in the District owned by U.S. Home or the Landov.mer wiD not conflict with or constitute a breach of or default under any agreement. indenture or other instrument to which TJ. S, Home is a party or to which U. S. Home or any of its property or assets is subject. F-l 166 1. 3. There is no litigation pending, or to the best of our knowledge. threatened. which would prevent or prohibit the development of the Development in accordance with the description thereof in the Limited Offering Memorandum and the Report, 4. There is no litigation pending, or to the best of our knowledge, threatened agaiM U, S Home which may resuh in any material adverse change in the respective business, properties, assets or financial condition of U.S. Home. s. The infonnation contained in the Pre1imina.ry Offiring Memorandum dated November 27, 1996, and the Limited Offering Memorandum dated December 27. 1996, each relating to the Bonds under the captions "The Development, the Landowner and U.S, Home - The Takedown Agreement" is a fair and accurate summary of such Agreement and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circums"..ances under which they were made, not misleading. Very truly yours, [Landowner's Counsel] F-2 EXHIBIT B TRUST INDENTURE 16G 1. 13 ., J. TRUST INDEN1'UR.B 16G .1 BETWEEN HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT AND FIRST lJNION NATIONAL BANK OP FLORIDA, Miami, Florida, As Trustee Dated as of January 1, 1997 AUTHORIZING AND SE\,;URING HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 1997 GTH\HARRIS\15784.01\12/26/96 16G 1 TABLE OP CONTENTS .EAQ.E ARTICLE I .... DEFINITIONS . . . . . . . . SECTION 2.01. SECTION 2.02. SECTION 2.03. SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 2.08. SEl""TION 2.09. SECTION 2.10. 3 ARTICLE II THE BONDS Amounts and Terms of Series 1997 Bonds; Details of Series 1997 Bonds . . . . . . . . . . . Execution . . . . . . . . . . Authentication; Authenticating Agent . . . . . . . . . Registration and rtegistrar Mutilated, Destroyed, Lost or Stolen Bonds . . . . . . Temporary Bonds . . . . . Cancellation and Destruction of Surrendered Bonds Registration, Transfer and Exchange . . . . . . . . Persons Deemed Owners Qualification for The Depository Trust Company . . . . . . . . 16 18 18 19 19 20 20 20 21 22 ARTICLE III ISSUE OF BONDS SECTION 3.01. Issue of Series 1997 Bonds 23 SECTION 3.02. Issue of Refunding Bonds 25 SECTION 3.03. Disposition of Proceeds of Bonds 26 SECTION 3.04 Closing Statement; Payment by Trustee 26 ARTICLE IV ACQUISITION OF PROJECT SECTION 4.01. Project to Conform to Plans and Specifications; Changes SECTION 4.02. Compliance Re~lirements . . . . GTH\HARRIS\15784 ,01\12/26/96 27 27 (i) 16G 1.' ARTICLE V CONSTRUCTION FUND SECTION 5.01 Establishment of and Payments from .1, Construction Fund . . 28 SECTION 5.02. Construction Fund Disbursements 29 SECTION 5.03. Records and Reports During Construction Period 30 SECTION 5.04. Completion of Construction 30 SECTION 6.01. SECTION 6.02. SECTION 6.03. SECTION 6.04. SECTION 6.05. SECTION 6.06. SECTION 6.07. ARTICLE VI NON-AD VALOREM SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS Non-Ad Valorem Special Assessments; Li~n of Indenture on Pledged Revenues . Funds and Accounts Relating to the Bonds Revenue Fund Debt Service Fund Debt Service Reserve Fund Procedure When Funds Are Sufficient to Pay All Bonds Rebate Fund 32 33 33 34 35 36 36 ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS SECTION 7.01. SECTION 7.02. SECTION 7.03. Deposits and Security Therefor Investment or Deposit of Funds Valuation of Funds . 38 38 39 ARTICLE VI:"'! REDEMPTION AND PURCHASE OF BONDS SECTION 8.01. Redemption Dates and Prices. SECTION 8.02. Notice of Redemption and of Purchase SECTION 8.03. Bond Redemption Fund .. SECTION 8.04. Payment of Redemption Price SECTION 9.01. GTH\HARRIS\15784.01\12/26/96 41 43 45 46 ARTICLE IX COVENANTS OF THE ISSUER Power to Issue Bonds and Create Lien . . . . . . . . 48 (ii) SECTION 9.02. SECTION 9.03. SECTION 9.04. SECTION 9.05. SECTION 9.06. SECTION 9.07. SECTION 9.08. SECTION 9.09. SECTION 9.10. SECTION 5.11. SECl'ION 9.12. SECTION 9.13. SECTION 9.14. SECTION 9.15. SECTION 9.16. SECTION 9.17. 16G 11 Payment of Principal and Interest on Bonds .. Special Assessments; Re- Asse8sments Method of Collection Delinquent Special Assessments Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special Assessment Liens . Books and Records with Respect to Special Assessments . Removal of Special Assessment Liens. . Completion of Project Construction to be on Issuer Lands Operation, Use and Maintenance of Project .. . Observance of and ~ompliance with Valid Requirements . Payment of Operating or Maintenance Costs by State or Others.. . Public Liability and Property Damage Insurance; Maintenance of Insurance; Use of Insurance and Condemnation Proceeds Collection of Insurance Proceeds Use of Revenues fer Authorized Purposes Only . . Books, Records and Annual Reports SECTION 9.18. Obse~Tance of Accounting Standards SECTION 9.19. Employment of Certified Public Accountant SECTION 9.20. Establishment of Fiscal Year, Annual Budget SECTION 9.21. Employment of Consulting Engineer; Consulting Engineer's Report . SECTION 9.22. Audit Reports . . SECTION 9.23. Information to Be Filed with Trustee . . SECTION 9.24. Covenant Against Sale or Encumbrance; Exceptions SECTION 9.25. Fidelity Bonds GTH\HARRIS\15784,Ol\12/26/95 (iii) l:AGE 48 49 49 50 50 51 51 52 53 53 53 53 54 56 57 57 58 58 58 59 59 59 60 60 16G 1 SECTION 9.26. No Loss of Lien on Pledged Revenue . SECTION 9.27. Compliance With Other Contracts and Agreements . SECTION 9.28. Issuance of Additional Obligations SECTION 9.29. Extension of Time for Payment of Interest Prohibited SECTION 9.30. Further Assurances. . SECTION 9.31. Investments to Comply with Internal Revenue Code SECTION 9.32. Corporate Existence and Maintenance of Properties SECTION 9.33. Continuing Disclosure . - ARTICLE X EVENTS OF DEFAULT AND REMEDIES SECTION 10.01. Events of Default and Remedies SECTION 10.02. Events of Default Defined SECTION 10.03. No Acceleration SECTION 10.04. Legal Proceedings by Trustee SECTION 10.05. Discontinuance of Proceedings by Trustee SECTION 10.06. Bondholders May Direct Proceedings SECTION 10.07. Limitations on Actions by Bondholders SECTION 10.08. Trustee May Enforce Rights Without Possession of Bonds SECTION 10.09. Remedies Not Exclusive SECTION 10.10. Delays and Omissions Not to Impair Rights SECTION 10.11. Application of Moneys in Event of Default SECTION 10.12. Trustee's Riqht to Receiver; Compliance with Act SECTION 10.13. Trustee and Bondholders Entitled to all Remedies under Act ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR SECTION 11.01. Acceptance of Trust . SECTION 11.02. No Responsibility for Recitals ( iv) GTH\HARRIS\15784.01\12/26/96 EAGE 61 61 61 61 61 61 62 62 65 65 66 66 66 66 66 67 67 67 67 68 68 69 69 SECTION 11.03. SECTION 11.04. SECTION 11. 05. SECTION 11. 06 . SECTION 11.07. SECTION 11. 08. SECTION 11. 09. SECTION 11.10. SECTION 11.11. SECTION 11.12. SECTION 11.13. SECTION 11.14. SECTION 11.15. SECTION 11.16. SECTION 11.17. SECTION 11.18. SECTION 11.19. SECTION 11. 20. SECTION 11. 21. SECTION 11. 22. SECTION 11. 23. SECTION 11.24. 16G 1 Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence . Compensation and Indemnity . No Duty to Renew Insurance . Notice of Default; Right to Investigate Obligation to Act on Defaults Reliance by Trustee Trustee May Deal in Bonds Construction of Ambiguous Provisions . Resignation of Trustee Removal of Trustee . Appointment of Successor Trustee Qualification of Successor . Instruments of Succession Merger of Trustee . . Extension of Rights and Duties of Trustee to Paying Agent and Registrar Resignation of Paying Agent or Registrar . Removal of Paying Agent or Registrar Appointment of Successor Paying Agent or Registrar . ~~alifications of Successor Paying Agent or Registrar Judicial Appointment of Successor Paying Agent or Registrar Acceptance of Duties by Successor Paying Agent or Registrar Successor by Merger or Consolidation ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS SECTION 12.01. Acts of Bondholders; Evidence of Ownership of Bonds . GTH\~ARRIS\15784.01\12/26/96 (v) EAGE 69 69 70 70 70 70 71 71 71 71 72 72 72 73 73 73 74 74 74 75 75 75 76 16G 1. .EAGE ARTICLE XIII AMENDMENTS AND SUPPLEMENTS SECTION 13.01. Amendments and Supplements Without Bondholders' Consent . 77 SECTION 13.02. Amendments With Bondholders' Consent . . . . . . . . . . 77 SECTION 13.03. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel . . . . . . . . . . . . 78 ARTICLE XIV DEFEASANCE SECTION 14.01. Defeasance SECTION 14.02. Deposit of Funds for Payment of Bonds 79 79 ARTICLE XV MISCELLANEOUS PROVISIONS SECTION 15.0l. Limitations on Recourse 81 SEc..-rION 15.02. Payment Dates 81 SECTION 15.03. No Rights Conferred on Others 81 SEC'rrON 15.04. Illegal provisions Disregarded 81 SECTION 15.05. Substitute Notice 81 SEC'rION 15.06. Notices . 81 SECTION 15.07. Controlling Law 82 SECTION 15.08. Successors and Assigns 82 SECTION 15.09. Headings for Convenience Only 82 SECTION IS.10. Counterparts . 82 SECTION 15.1l. Appendices and Exhibitd 83 EXHIBIT A EXHldIT B EY.HIBIT C EXHIBIT D LEGAL DESCRIPTION OF HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT DESCRIPTION OF THE PROJECT FORM OF SERIES 1997 BOND FORM OF REQUISITION . . . . A-1 B-1 C-l D-l (vi) GTH\HARRIS\lS784.01\12/26/96 16G 1 THIS TRUST INDENTURE, dated as of January 1, 1997 (the "Indenture") by and between HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT {the "Issuer"}, a local unit of special-purpose government organized and existing under the laws of the State of Florida, and FIRST UNION NATIONAL BANK OF FLORIDA, a national banking associa- tion duly organized and existing under the laws of the United States of America and having corporate trust offices. in Miami, Florida (said national banking association and any ba~k or trust company becoming successor trustee under the Indenture being here- inafter referred to as the "Trustee"); ~ ~ ~ H E S ~ E ~ H: WHE~S, the Issuer is a local unit of special-purpose ment created and established in accordance with the Community Development District Act of 1980, Chapter 190, Statutes, as amended (the "Act") and by Collier County, (the "County"); and govern- Uniform Florida Florida WHEREAS, the premises to be governed by che Issuer are described more fully in Exhibit A attached hereto and made a part hereof (the "District Lands" or the "District") and consists of approximately 252 acres of land located entirely within the County; and vlHEREAS, the Developer, as hereinafter def ined, proposes to develop within the District certain residential units and related facilities constituting a community development to be located on the District Lands; and WHEREAS, the Issuer has been created and established for the purpose of delivering certain community development se~/ices and facilities for the benefit of the District Lands; and WHEREAS, the Issuer has decided to undertake the planning, financins, acquisition, construction, equipping and installation of certain improvements authorized pursuant to the Act for the special benefit of the District Lands and all other facilities authorized by the Act (the "Project", as hereinafter defined); and WHEREAS, the Issuer proposes to finance the cost of acquisi- tion and construction of the Project by the issuance of the Bonds (hereinafter defined) pursuant to this Indenture; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to provide for the issuance of the Bonds under this Indenture, the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, the rights of the OWners of the Bonds and the performance and observance of all of the covenants contained herein and in said Bonds, for and in GTH\HARRIS\15784.01\12/26/96 16G 1 ! consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound herepy, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and 1nterest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Bonds issued hereunder and to secure the performance of all the Issuer's obligations hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows: GTH\HARRIS\lS784.01\12/26/96 - 2 - 16G 11 ARTICLE I DEFINITIONS In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms used as defined terms in the recitals hereto shall have the same meaning throughout the Indenture, and in addition, the following terms shall have the meanings specified below: "Account" shall mean any account established pursuant to the Indenture. "Acquisition Agreement" shall mean the Improvement Acquisition Agreement between the Issuer and Developer, dated as of January 10, 1997, pursuant to which the Developer has agreed to sell to the Issuer, and the Issuer has agreed to purchase from the Developer, certain improvements comprising the Project or a portion thereof. "Act" shall mean the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended from time to time, and any successor statute thereto. "Annual Budget" shall mean the Issuer r s budget of current operating and maintenance expenses for the Project for a Fiscal Year, adopted pursuant to the provisions of Section 9.20 of the Indenture, as the same may be amended from time to time. "Authenticating Agent" shall mean the agent so described in, and appointed pursuant to, Section 2.03 hereof. "Authorized Denomination" shall mean $5,000 and any integral multiple of $5,000. "Authorized Newspaper" shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York, New York, or Collier County, Florida or such other cities as the Issuer from time to time may determine by written notice provided to the Trustee. When successive punlications in an Authorized Newspaper are required, they may be made in the same or different Authorized Newspapers. "Board" shall mean the board of supervisors of the Issuer. "Bond Counsel" shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions. - 3 - GTH\HARRIS\15784,Ql\12/26/96 16G 1 f " Bondholder II , "Holder of Bonds", "Holder" or "Registered Owner" or any similar tent shall mean any Person or Persons who shall be the registered owner of Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar. "Bond Redemption Fund" shall mean the Fund so designated w~ich is established pursuant to Section 8.03 hereof. .L "Bond Register" shall have the meaning specified in Section 2.04 of this Indenture. "Bonds" shall mean, collectively, (i) Series 1997 Bonds and (ii) any and all series of Refunding Bonds authenticated and delivered under the Indenture. No additional bonds are authorized under this Indenture. "Business Day" shall mean any day other than a Saturday or Sunday or legal holiday or a day on which the principal office of the Issuer, the Trustee, the Registrar or any Paying Agent is closed. "Certified Public Accountant Il sha,ll mean a Person, who shall be Independent, appointed by the Issuer actively engaged in the business of public accounting and duly certified as a certifi.ed public accountant under the laws of the State. "Certified Resolution" or "Certified Resolution of the Issuer" shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal, to have been duly adopted by the Board and to be in full force and effect as of the date or such certification. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Construction Fund", shall mean the Fund so designated which is established pursuant to Section 5.01 hereof. "Construction Maintenance Agreement" shall mean the Construction and Maintenance Agreement of Subdivision Improvements for Community Development Districts by and between the District, the Developer and Collier County, Florida. "Consultant" shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to municipal entities and having a favorable reputation for skill and experience in the financial affairs of municipal entities. "Consultant I S Certificate" shall mean a certificate or a report prepared in accordance with then applicable professional standards duly executed by a Consultant. GiH\HARRIS\15784 ' 01\12/26/96 .. 4 - ."""'" - "Consulting Engineer" shall mean the Independent engineer or engineering firm or corporation at the time employed b~ the Issuer under the provisions of Section 9.21 of this Indentur~.to perform and carry out duties imposed on the Consulting Engineer by the Indenture. The Independent engineer or engineering firm or corpor- ation at the time serving as the engineer to the District may serve as Consulting Engineer under the Indenture. "Cost" or "Costs", in connection with the Project or any por~ion thereof, shall mean all expenses which are properly charge- able thereto under Generally Accepted Accounting Principles or which are incidental to the planning, financing, acq~isition, con- struction, equipping and installation thereof, including, without limiting the generality of the foregoing: (a) expenses of determining the feasibility or prac- ticability of acquisition, ~onstruction, or reconstruction; (b) ations; cost of surveys, estimates, plans, and specific- (c) cost of improvements; (d) engineering, Trustee, accounting and expenses and charges; architectural, fiscal, other professional and legal, advisory (e) cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to the award of contracts and (ii) the cost of labor, facilities and services f1.lrnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer) i (f) cost of all lands, properties, rights, easements, and franchises acquired; <g) financing charges; (h) funds; creation of initial reserve and debt service (i) working capital; (j) interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine; - 5 - GTH\HARRIS\15784,Ql\12/26/96 l.6G- ~\ (k) the cost of issuance of bonds, including, without limitation, advertisements and printing; (l) the cost of any election held pursuant to the Act and all other expenses of issuance of bonds; (m) bonds; the discount, if any, on the sale or exchange of en) amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act; Co) costs of prior improvements performed by the Issuer in a~ticipation of the Project; (p) costs incurred to enforce remedies against contractors, subcontr:ictors, any provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute; (q) premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same; (r) payments, contributions, dedications, and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose; (s) administrative expenses; (t) such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of the Project or to the financing thereof; and (u) any other "cost" or expense as provided by the Act. In connection with the refunding or redeeming of any Bonds, "Cost" includes, without limiting the generality of the foregoing, the i terns listed in (d), (k), (l) and (m) above, and other expenses related to the redemption of the Bonds to be redeemed and the Redemption Price of such Bonds (and the accrued interest payable on redemption to the extent not otherwise provided for). Whenever Costs are required to be itemized, such itemization shall, to the extent practicable, correspond with the items listed above. Whenever Costs are to be paid hereunder, such payment may be made - 6 - GTH\HARRIS\15784.01\12/26/96 16G 1 by way of reimbursement to the Issuer or any other Person who has paid the same. "Counsel" shall mean an attorney-at-law or law tirm (who may be counsel for the Issuer) not unsatisfactory to the Trustee. ,t "County" shall mean Collier County, Florida. "Debt Service Fund" shall mean the Fund so designated which is established pursuant to Section 6.04 hereof. "Debt Service Requirements", with reference to a specifi.ed period, shall mean: (a) interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under the Indenture; (b) amounts required to be paid into any mandatory sinking fund account with respect to the Bonds dnring such period; and (c) amounts required to pay the principal of the Bonds maturing during sllch period and not to be redeemed prior to or at maturity through any sinking fund account. "Debt Service Reserve Fund" shall mean the Fund so designated which is established pursuant to Section 6.05 hereof. "Debt Service Reserve Requirement" shall mean an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for all Outstanding Bonds, (ii) 125% of the average annual Debt Service Requirements for all Outstanding Bonds, or (iii) 10% of Bonds Outstanding on an Interest Payment Date calculated after any redemption on said Interest Payment Date. "Defeasance Securities" shall mean, to the extent permitted by law, (a) non-callable Government Obligations, and (b) securities described in parayraph (i) of the definition of Investment Securities. "Developer" shall mean Ronto Developments Naples, Inc., and any entity which succeeds to all or any part of the interests and assumes any or all of the responsibilities of said entity as the master developer of the District Lands. "District Lands" or "District" shall mean the premises governed by the Issuer, consisting of approximately 252 acres of land constituting a community development located entirely within the County, as more fully described in Exhibit A hereto. - 7 - GTH\HARRIS\15784.01\12/26/96 16G .1 "District Manager" shall mean the then District Manager or acting District Manager of the Issuer. "Event of Default" shall mean any of the events described in Section 10.02 hereof. ~ "Fiscal Year" shall mean the period of twelve (12) months beginning October 1 of each calendar year and ending on September 30 of the following calendar year, and also shall mean the period frc~ actual execution hereof to and including the next succeeding September 30; or such other consecutive twelve-month period as authorized by law. "Fund" shall mean any fund established pursuant to this Indenture. "C~nerally Accepted Accounting Principles" shall mean those accounting principles applicable in the preparation of financial statements of municipalities. "Government Obligations" shall mean direct obligations of, or ob~igations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America. "Indenture" shall mean this Indenture by and between the Issuer and the Trustee, as supplemented from time to time in accordance with the provisions of Article XIII hereof. "Independent" shall mean a Person who is not a member of the Issuer I s Board, an officer or employee of the Issuer or the Developer, or which is not a partnership, corporation or associa- tion having a partner, director, officer, member or substantial stockholder who is a member of the Issuer's Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer or the Developer shall not make such Person an employee within the meaning of this definition. "Interest Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pur- suant to Section 6.04 hereof. "Interest Payment Date" shall mean each May 1 and November 1, while any Bonds are Outstanding; provided that the first interest payment shall be on May 1, 1997. "Investment Securities" shall mean and include any of the following securities, if and to the extent the same are at the time legal investments for funds of the Issuer: - 8 - GTH\HARRIS\15784,Ql\12/26/96 16G l' (a) Government Obligations: (b) Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government-sponsored agencies which may presently exist or be hereafter created; provided that, such bonds, deben- tures, notes or other evidences of indebtedness are fully gua- ranteed as to both principal and interest by the United States of America: Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Financing Bank: Federal Home Loan Bank System; Export-Import Bank of the United States; Farmers Home Administration; Small Business Administration; Inter-American Development Bank; International Bank for Reconstruction and Development: Federal Land Banks; the Federal National Mortgage Association; the Government National Mortgage Association; the Tennessee Valley Authority; or the Washington Metropolitan Area Transit Authority; (c) Direct and general obligations of any state of the United States, to the payment of the principal of and interest on which the full faith and credit of such state is pledged, if at the time of their purchase such obligations are rated in either of the two highest rating categories by either S&P or Moody's: (d) Negotiable or non-negotiable certificates of deposit, time deposits or other similar banking arrangements issued by any bank or trust company, including the Trustee, or any federal savings and loan association, the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC I S Savings Association Insurance Fund), which securities, to the extent that" the principal thereof exceeds the maximum amount insurable by the Federal Deposit Insurance Corporation and, therefore, are not so insured, shall be fully secured to the extent. permitted by law as to principal and interest by the securities listed in subsections (a), (b) or (c) above; provided, however, that with respect to securities used to secure securities hereunder, in addition to direct and general obligations of any state of the United States, Investment Securities shall include direct and general obligations of any political subdivision or instrumentality of any such state, to the payment of the principal of and inter- est on which the full faith and credit of such subdivision or instrumentality is pledged if such obligations are initially rated "A" or higher by either S&P or Moody's; (e) Bank or broker repurchase agreements fully secured by securities specified in (a) or (b) above, which may include repurchase agreements with the commercial banking department of the Trustee, provided that such securities are deposited with the Trustee, with a Federal Reserve Bank or with a bank - 9 - GTH\HARRIS\15784,Ol\12/26/96 16G 11 or trust company (other than the seller of such securities) having a combined capital and surplus of not less than $100,000,000; . (f) A promissory note of a bank holding co~ny rated "AAn or better by either S&P or Moody's; .-- (g) l-.ny consist of (a), short term government (b) and (c) above; fund whose assets (h) Commercial paper which at the time of purchase is rated in the highest rating category by either S&P or Moody's; (i) (A) certificates evidencing a direct ownership interest in non-callable Government Obligations or in future interest or principal payments thereon held in a custody account by a custodian satisfactory to the Trustee, and (B) obligations of any state of the United States of America or any political subdivision, public instrumentality or public authority of any such stace which are not subject to redemp- tion prior to the date on which the proceeds attributable to the principal of such obligations are to be used and which are fully secured by and payable solely from non-callable Govern- ment Obligations held pursuant to an escrow agreement satis- factory to the Trustee, provided that such obligations shall be rated in the highest rating category of either Moody'S or S&P; (j) shares of an open-end, diversified investment company which is registered under the Investment Company Act of 1940, as amended, and which invests its assets in any of the securities described in clauses (a), (b) or (c) hereof i (k) shares of any money market mutual funds which fund invests its assets in any of the securities described in clauses (a), (b) or (c) hereof; and (1) other investments in which funds of the Issuer may be lawfully invested. "Issuer" shall mean Heritage Greens Community Development District. "Moody's" shall mean Moody'S Investors Service, Inc., a cor- poration organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corpor- ation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody'S" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee. - 10 - GTH\HARRIS\15784 ,01\12/26/96 16G i "NRMSIR" shall mean any nationally recognized municipal securities information repository approved by the Sec.rities and Exchange Commission as the District may select for th~ purpose of filing reports, and any state information depository established for the State of Florida. "Officers' Certificate" or "Officer's Certificate" shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee. "Outstanding", in connection with Bonds, shall mean, as of the time in question, all Bonds authenticated and delivered under the Indenture, except: (a) all Bonds theretofore canceled or required to be canceled under Section 2.07 hereof; (b) Bonds for the payment, redemption or purchase of which moneys and/or Defeasance Securities, the principal of and interest on which, when due, will provide sufficient moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commit- ment for the purchase and sale thereof; and (c) Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof. In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding have concurred in any request, demand, authorization, dir~ction, notice, consent or waiver under the provisions of the Indenture, Bonds to which the Trustee has been notified in writing by the Issuer (or of which the Trustee is otherwise so advised) to be held on behalf of the Issuer or the Tnlstee shall be disregarded for the purpose of any such determination; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof. n Paying Agent" shall mean the Trustee, or any successor designated as such pursuant to Section 11.20 hereof. "Person" shall mean any individual, association, joint-stock company, organization, governmental body, municipality, municipal authority organization of individuals. corporation, partnership, trust, unincorporated political subdivision, or any other group or - 11 - GTH\HARRIS\15784,Ol\12/26!96 16G 1 "Pledged Revenues" shall mean, (a) all revenues :received by the Issuer from Special Assessments levied and collected on the District Lands specially benefitted by the Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special .~sessments or from the issu~nce and sale of tax certificates with respect to such Special Assessments or from any other remedial action, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture; provided, however, that Pledged Revenues shall not include revenues received by the Issuer from (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by or on behalf of the Issuer under Section 190.022 of the Act for main- tenance purposes or "maintenance special asseSRments" levi.ed and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso) . "Prepayment Account" shall mean the Account so designated, established as a separate account within the Bond Redemption Fund pursuant to Section 8.03 hereof. "Principal Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof. "Project" shall mean the planning, financing, acquisition, construction, equipping and installation of certain improvements permitted under the Act as authorized by the District for the special benefit of the District Lands, all as more specifically descri~ed in Exhibit B hereto. "Property Appraiser" shall mean the property appraiser of the County. "Property Appraiser and Tax Collector Agreement" shall mean the Property Appraiser and Tax Collector Agreement described in Section 9.04 hereof. "Rebate Fund" shall mean the Fund so designated, which is established pursuant to an arbitrage rebate agreement, into which shall be deposited certain moneys in accordance with the provisions of said arbitrage rebate agreement. "Record Date" shall mean, as the case may be, the applicable Regular or Special Record Date. "Redemption Price" shall mean the principal amount of any Bond plus the applicable premium, if any, payable upon redemption thereof pursuant to the Indenture. - 12 - GTH\HARRIS\15784.01\12/26/96 16G 1 "Refunding Bonds" shall mean Bonds issued by the Issuer to refund or advance refund all or any portion of the Bonds Outstanding. "Registrar" shall mean the Trustee, or any successor designated pursuant to Section 11.20, which entity shall have the responsibilities set forth in Section 2.04 of this Indenture. "Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month text preceding each Interest Payment Date. . . "Regulatory Body" shall mean and include (a) the United States of America and any department of or corporation, agency or instru- mentality heretofore or hereafter created, designated or estab- lished by the United States of America, (b) the State, any poli- tical subdivision thereof and any department of or corporation, agency or instrumentalicy heretofore or hereafter created, desig- nated or established by the State, (c) the County and any depart- ment of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the County, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer. "Responsible Officer" or Responsible Officer of the Issuer" shall mean the District Manager or any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter. "Revenue Fund" shall mean the Fund so designated which is established pursuant to Section 6.03 hereof. "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc., a corporation organized and existing under t.he laws of the Stace of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee. "Series 1997 Bonds" shall mean the Six Million Dollars ($6,000,000) aggregate principal amount of the Issuer's Heritage Greens Community Development District (Collier County, Florida) Special Assessment Bonds, Series 1997, to be issued as fully registered Bonds in accordance with the provisions of the Indenture, and secured and authorized by the Indenture. - 13 - GTH\HARRIS\15784.01\12/26/96 16G l' "Sinking Fund Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof. ( .. . "Special Assessments" shall mean (a) the net proceeds derived from the levy and collection of "special assessments", as provided for in Sections 190.011(14) and 190.022 of the Act (except for any such special assessments levied and collected for maintenance pur- poses), against the District Lands that are subject to assessment as a result of the Project or any portion thereof, and (b) the net proceeds derived from the levy and collection of ~benefit special assessments., as provided for in Section 190.021(2) of the Act, against the lands within the District that are subject to assess- me~t as a result of the Project or any portion thereof, and in the case of both I!special assessments" and "benefit special assess- ments", including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida. Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector or other collection agent and less certain administrative costs payable to the Property Appraiser and Tax Collector pursuant to the Property Appraiser and Tax Collector Agreement. "Special Assessments" shall not include "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act. "Special Record Date" shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof. "State" shall mean the State of Florida. "Tax Collector" shall mean the tax collector of the County. The words "hereof" , "hereunder" (except in the Indenture. "herein", "hereto", "hereby", and form of Bond), refer to the entire Every "request", "requisition", "order", "demand", "application", "notice", "statement", "certificate", "consent", or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by a Responsible Officer. - 14 - GTH\HAPRIS\15784.01\lZI26/96 1 66 l' All words and terms importing the singular mDIIber sball, vbere thf! context requires I import the plural number and vice Ye.rsa. [END OF ARTICLE Il - 15 - GTK\JWl.RIS\ 15784.01\12126/96 ARTICLE II 1 6G ~. THE BONDS SECTION 2.01. Amounts and Terms of Series 1997 Bonds: Detai,'1.fl c;Lf Series 1997 Bonds. The Issuer is hereby authorized to iss'ue pursuant to the terms and conditions of this Indenture, its obligations to be known as "Heritage Greens Community Development District Special Assessment Bonds, Series 1997" (the "Series 1997 Boncs"). The total principal amount of Series 1997 Bonds that may be issued under this Indenture is expressly limited to Six Million Dollars ($6,000,000). The Series 1997 Bonds shall be issued substantially in the form attached hereto as Exhibit C, with such appropriate variationo, omissions and insertions as are permitted or required by this Indenture. The Series 1997 Bonds shall be numbered consecutiv'ely from R-1 and up.....ards. The Issuer shall issue the Series 1997 Bonds upon execution hereof and satisfaction of the requirements of Section 3.01 hereof; and the Trustee shall, at the Issuer's request, authenticate the Series 1997 Bonds and deliver. them as specified in the request. The Series 1997 Bonds are being issued and delivered hereunder for the purpose of (i} financing the Costs of the Project, (ii) ~~king a deposit to the Debt Service Reserve Fund in the amount of the Debt Service Reserve Requirement and (iii) paying the costs of issuance of the Series 1997 Bonds. The Series 1997 Bonds shall be issued as fully regist~red bonds witho~t coupons in Authorized Denominations. The Series 1997 Bonds shall be dated January 1, 1996. Interest on the Series 1997 Bonds shall be payable on May 1, 1997, and on each Interest Payment Date thereafter to maturity or prior redemp~ion. Interest on the Series 1997 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or a November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to May 1, 1997, in which case from January 1, 1997, or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date I in which case from such Interest Payment Date. The principal or Redemption Price of the Series 1997 Bonds shall be payable in lawful money of the United States of America at the corporate trust office of the Paying Agent upon presentation of such Series 1997 Bonds. The payment of interest on the Series 1997 Bonds shall be made on each Interest Payment Date to the Owners of the Series 1997 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the R~gular Record Date, at his - 16 - GTH\HARRIS\15784.01\12/26/96 l6G t address as it appears on the Bond Register. Any interest on any Series 1997 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called "Defaulted Interest") shall be paid to the Owner in whose nfme the Series 1997 Bond is regiatered at the close of business on a Sp~cial Record Date to be fixed by the Trustee, such date ~~be net more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifteenth (15th) day prior to such mailing, at his address as it appears in the Bond Regiater not less than ten (10) days prior to such Spec:::ial Record Date. The foregoing notwithstanding, any OWner of Series 1997 Bonds in an aggregate principal amount of at least $500,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Trustee and Payin9 Agent, upon requesting the same in a writing received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payitlents by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Trustee and Paying Agent, and any such rescission or change of wire transfer inatructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date. The Series 1997 Bonds will mature on May 1, 2018, subject to the right of prior redemption in accordance with their terms and as set forth herein and shall bear interest at the annual rate of Eight and one quarter percent (8.25%). Interest on the Series 1997 Bonds will be computed in all cases on the basis of a 360-day year of twelve 3D-day months. Interest on overdue principal and, to the extent lawful, on overdue premium and interest will be payable at the numerical rate of interest borne by the Series 1'397 Bonds on the day before the default occurred. The Trustee is hereby constituted and appointed as Paying Agent for the Series 1997 Bonds. The foregoing provisions regarding the method and manner of payment of the Series 1997 Bonds shall equally apply to any Series of Refunding Bonds issued under this Indenture unless the Certified Resolution of the Issuer authorizing the issuance of such Refunding Bonds expressly provides otherwise. - 17 - GTH\HARRIS\15784 ,01\12/26/96 16G 1. I SECTION 2.02. Execution. The Bonds shall be executed by the manual or facsimile signature of the Chairman or Vice Chairman of the Issuer, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued a.nd shall, upon request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds. SECTION 2.03. Authen~i~ation: Authpnticatin9 ~ent. No Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. In the case of any Series of Bonds for which the Registrar is other than the Trustee for such Series of Bonds or the Issuer, the Trustee may appoint the Registrar as an Authenticating Agent, with the power to act on such Trustee's behalf, and such Authenticating Agent shall be subject to the direction of the Trustee in the authentication and delivery of Bonds in connection with transfers and exchanges hereunder; the authentication and delivery of Bonds by an Authenticating Agent pursuant to this Section shall, for all purposes of the Indenture, be deemed to be authentication and delivery "by the Trustee." The Trustee shall be entitled to be reimbursed for payments made to any Authenticating Agent as reasonable compensation for its services. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be party, or any corpcration succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Issuer and any Paying Agent. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Issuer and any Paying Agent. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be - 18 - GTH\HARRIS\15784.01\12/26/96 16G 1 eligible under this Section, the Trustee shall promptly appoint a successor Authenticating Agent (which may be itself), shall give written notice of such appointment to the Issuer and the Paying Agent, and shall mail a notice of such appointment to all Holders of Bonds as the names and addresses of such Holders appear on.the Bond Register. ' SECTION 2.04. Reaistkation and Eeqistrar. The Trustee is hereby constituted and appointed as the Registrar :or the Bonds. The Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "Bond Register" or "Register") in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide fOJ~ the registration of the Bonds and for the registration of transferB and exchanges of such Bonds. I f the Registrar is not the same entity as the Trustee, the Issuer shall cause the Registrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time co time, upon similar notification) at which the Bond Register is kept. The Registrar for a Series of Bonds shall, in any case where it is not also the Trustee, forthwith following each Record Date in respect of such Series and at a.ny other time as reasonably requested by the Trustee for such Series, certify and furnish to such Trustee, and to any Paying Agent for such Series as such Trustee shall specify, the names, addresses, and holdings of 30ndholders and any other relevant information reflected in the Bond Register, and the Trustee and any such Paying Agent shall for all purposes be entitled to rely upon the information so furnished to it and shall have no liability or responsibility in connection with the preparation thereof. SECTION 2.05. Mutilated, Destroyed. Lost or Stolen Bonds. If any Bond shall become mutilated, the Issuer shall execute and the Trustee or Authenticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surre~der to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation, and the Issuer and the Trustee or Authenticating Agent, as the case may be, may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be sub- mitted to the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactory to both and indemnity satisfactor/ to both shall be given, the Issuer shall execute, and thereupon the Trustee or Authenticating Agent, as the case may be, shall authenticate and deliver a new Bond of like tenor and denomination. The cost of providing any substitute Bond - 19 - GTH\HARRIS\15784.01\12/26/96 16G j . under the provisions of this Section shall be borne by the Bond- holder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with th~ aforesaid condi- tions by such Owner, without the issuance of '~ substitute Bond therefor. . Every substi.tuted Bond issued pursuant to this Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender. SECTION 2.06. .fi!mporary BQncUi. Pending preparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. SECTION 2.07. Cancellation anc Destruction of Surrendered Bonds. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and destroyed by, the Trustee. The Trustee shall deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section. SECTION 2.08. Registration. Transfer and Exchange. As provided in Section 2.04 hereof, the Issuer shall cause a Bond Regi ster in respect of the Bonds to be kept at the designated office of the Registrar. At the option of the Bondholder, Bonds may be exchanged for other Bonds of Authorized Denomination, of a like aggregate - 20 - GTH\HARRIS\15784,Ql\12/26/96 16G J principal amount and of the same maturity, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee (or Registrar or Authenticating Agent as described in Section 2.03 hereof) shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive. All Bonds issued upon any transfer or exchangE! of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under the Indenture as the Bonds surrendered upon sllch transfer or exchange. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum 8uff~cient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bends. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue J transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. sEcrroN 2.09. Persons Deemed Owner~. The Issuer, the Trustee,. any Paying Agent, the Registrar, and the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the 'l'rustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be affected by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond. sEcrroN 2.10. Oualification for The Depository Trust Company. To the extent provided in the Certified Resolution of the Issuer relating to a Series of Bonds, the Trustee shall be authorized to - 21 - GTH\HARRIS\15784.01\12/26/96 loG 1, enter into agreements with The Depository Trust Company of New York and other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the Series 1997 Bonds or. any Series of Refunding Bonds, utilization of electronic book ~ptry data received from The Depository Trust Company of New York and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by The Depository Trust Company of New York and other depository trust companies (or any of their designees identified to the Trustee) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. [END OF ARTICLE II] - 22 - GTH\HARRIS\15784.01\12/26/96 16G .2 I ARTICLE III " .i. SECTION 3.01. Issue of Series 1997 Bonds. Subject to the provisions of Section 2.01 hereof, the Issuer may issue the Series 1997 Bonds for the purposes specified in Section 2.01. In any such event the Trustee shall, at the request of the Issuer, authenticate the Series 1997 Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of: ISSUE OF BONDS (1) a Certified Resolution of the Issuer (a) establishing the terms of the Series 1997 Bonds; and (b) authorizing the execution and delivery of the Series 1997 Bonds to be issued; (2) a written opinion or opinions of Counsel to the Issuer addressed to the Trustee and to Bond Counsel that (a) the District has been duly created, established and validly exists as a community development district under Chapter 190, Florida Statutes (the iAct~); (b) as a communit:y development district, the District has the good, right and lawful authority to, among other things, consttuct, acquire and maintain infrastructure syustems, facilities and services, such as the proj ect, to assess, levy and collect non-ad valorem special assessments, such as the Special Assessments, and to issue revenue bonds secured by special assessments, such as the Series 1997 Bonds; (c) the District has authorized the Project and has taken, or arranged to take, all action necessary to proceed with the Project upon closing of the sale of the Series 1997 Bonds and consummation of the transactions contemplated to occur at such closing as specified in the Purchase Contract and the resolution a~thorizing the issuance and sale of the 1996 Bonds; (d) all proceedings undertaken by the Dis~rict with respect to Special Assessments have been in accordance with applicable Florida law and the District has taken all action necessary to assess and impose the Special Assessments securing the 1996 Bonds. The Special Assessments are legal, valid and binding first liens upon the property against which such assessments are made until paid, of the same nature and to the same extent as the lien for general county taxes falling due in the same year or years in which such special assessment or installments thereof fall due, superior to all other liens other than parity liens for state, county, district and municipal taxes; (e) all conditions prescribed herein as precedent to the issuance of the Series 1997 Bonds have been fulfilled; (f) the Series 1997 Bonds have been validly authorized and executed and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby; (g> the Indenture has been duly executed and delivered and that the Indenture - 23 - GTH\HARRIS\15784.01\12/26/96 16G 11 and the Series 1997 Bonds are legal, valid, binding obligations enforceable in accordance with their terms, except to the extent enforcement thereof may be impacted by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and by the exercise of judicial discretion; (h) any consents of any Regulatory Bodies required in connection with the issuance of the Series 1997 Bonds or in connection with the acquisition of the improvements included in the Project have been obtained or can be reasonably expected to be obtained; and (i) if the acquisition of any real property or interest therein is included in the purpose of such issue, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or (ii) the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right -of -way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company); (3) a Consulting Engineer's certificate stating, in the signer's opinion, that (a) the Project improvements are reasonable and practicable; and (b) (i) the construction items comprising the Project and the Costs thereof are reasonable, (ii) the acquisition, construction, equipping and installation of the improvements is consistent with the plans and specifications for the Project, (iii) the plans and specifications therefor as set forth in the report of the Consulting Engineer relating thereto in connection with the levying of Special Assessments have been approved by the signer, (iv) the plans and specifications therefor have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained, and (v) the contracts in respect thereof entered or to be entered into by the Issuer cover substantially all portions of the construction thereof not being performed by employees of the Issuer; (4) a copy of the executed Acquisition Agreement, together with opinions of counsel to the Issuer and counsel to the Developer as to the legal, valid and binding nature of such agreement; (5) the proceeds of the sale of the Series 1997 Bonds; (6) one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and stating that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all - 24 - ""T'U\U~OC'l'c:" "C'"7OJ, rl1""""C'f".l. IbG t necessary collection procedures, in order to levy and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirements on the Series 1997 Bonds; (7) an opinion of Bond Counsel that the interest on the Series 1997 Bonds will be excluded from gross income for federal income tax purposes (although such int~est may be taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations); and (8) such other documents, certifications and opinions as shall be required by the Issuer or the Trustee upon advice of counsel. SECTION 3.02. Issue of Refunding Bonds. The Issuer may issue Refunding Bonds under and secured by the Indenture at any time or times, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds for (1) refunding, including advance refunding (so long as the exclusion from gross income for federal income tax purposes of interest on the Bonds to be refunded is not adversely affected), all or part of the Bonds ~ben Outstanding, including the payment of any redemption premium thereon and interest which will accrue on such OUtstanding Bonds to the selected redemption date or stated maturity dates, as the case ~~y be, (ii) a deposit of funds or securities, if any, required to be deposited to the credit of the Debt Service Reser,e Fund upon the issuance of such Refunding Bonds and (iii) paying any expenses J.n connection with such refunding, including, wi thout limitation, the Costs of issuance of such Refunding Bonds. The Trustee shall, at the request of the Issuer, authenticate the Refunding Bonds and provide for delivery of such Refunding Bonds as specified in the request, but only upon receipt of: (1) an Officer's Certifica~e of the Issuer stating (a) the intended use of the proceeds of the issuej (b) any other amounts available for the purposej (c) that the proceeds of the issue plus the other amounts, if any, stated to be avail- able for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in com- pliance with Article XIV of this Indenture, including, without limitation, to pay the Costs of issuance of such Refunding Bonds; Cd) that notice of redemption, if applicable, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable; and (e) (i) the Debt Service Requirements for the current and each Fiscal Year (A) with respect to all Bonds OUtstanding immediately prior to the authentication and delivery of Refunding Bonds and (B) with respect to all Bonds to be Outstanding immediately thereafter, and (ii) that the Debt Service Requirements for each such Fiscal Year is no greater in (i) (B) than in (i) (A) of this subsection; and - 25 - GTH\HARRIS\15784,Ql\12/26/96 16G 1, (2) a written opinion of Bond Counsel to the effect that the issuance of such Refunding Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursua~t to the Indenture and that the Bonds have been paid in accordance with Article XIV hereof. Unless otherwise specifically provided in the Certified Resolution of the Issuer authorizing a series of Refunding Bonds, all of the provisions of Article II hereof shall apply to Refunding Bonds issued hereunder. SECTION 3.03. Disposition of Proceeds of Bonda. Upon the issuance and delivery of any Series of Bonds issued under Sections 3.01 or 3.02 hereof, the proceeds shall be received by the Trustee in accordance with the terms hereof and of the applicable Certified Resolution. The Trustee shall deposit the same in the Construction Fund under Article V hereof (unless the purpose is refunding, in which case the proceeds of such Refunding Bonds and any other amounts to be added thereto shall be deposited in a redemption or escrow fund especially established for that purpose as more specifically provided in the Certified Resolution of the Issuer authorizing the issuance of such Series of Bonds), except that any poytion representing capitalized interest or prepaid reserves shall be deposited in such appropriate interest account or accounts or reserve fund or funds, respectively, as may be established for the Bonds cl such Series, all as more specifically provided by written direction to the Trustee by the Issuer. SECTION 3.04 ~J..osing Statement: Payment by Trustee. The Trustee is authorized to pay from the Construction Fund in amounts set forth in a closing statement or requisition signed by a Responsible Officer of the Issuer, amounts representing the Costs of issuance of the Bonds and amounts, if any, to be reimbursed to the Issuer for advances on account of Costs of the Project or portion thereof, all as more specifically provided in Section 5.02 hereof. [END OF ARTICLE III] - 26 - ~T\J"'~?O T<:' H:70A 0" 1? I?l: 101; ARTICLE IV 16G 1 ACQUISITION OF PROJECT SECTION 4.01. Project to Conform to Plans and Specifications: Changes. The Issuer will proceed to complete the Project in accordance with the plans and specifications therefor; provided, however, that prior to any material change in the original plans and specifications for the Project as approved by the Issuer, the Consulting Engineer shall deliver to the Trustee a certificate specifying the nature of the change and the reason for the change, and such certificate shall further contain the signature of a Responsible Officer of the Issuer indicating the Issuer's approval of such change; provided further, that the Trustee shall have no responsibility to review such changes and shall not be held liable should any such change prove to be inappropriate. SECTION 4.02. Compliance Requirements. The Issuer will comply with all, present and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and re~~lations necessary for the completion, operation and maintenance of the Project. [END OF ARTICLE IV] - 27 - GTH\HARRIS\15784.01\12/26/96 ARTICLE V 16G 1 CONSTRUCTION FUND SECTION 5.01 Establishment of and Payments from Construction .EJ.m.d. The Trustee shall establish a Construction Fund into which shall be deposited all or a portion of the proceeds from the Series 1997 Bonds in accordance with instructions from the Issuer and from which Costs may be paid as set forth herein. The amounts in the Construction Fund, until applied as hereinafter provided, shall be held for the security of the Bonds OUtstanding hereunder. Payments shall be made from the Construction Fund to pay any unpaid Costs of issuance of the Series 1997 Bonds, including without limitation, legal, engineering, and consultants' fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, construction, equipping and installation of the Project. For the purposes of this Section 5.01, Costs of the Project shall embrace the Cost of planning, acquisition, const.ruction, reconstruction, equipping or installing and all other items of Cost incident to such planning, acquisition, construction, reconstnlc- tion, equipping or installing and the financing thereof, and shall include, without intending thereby to limit or restrict any proper de:inition of such Cost (as defined in this Indenture) under the provisions of the Act or the Indenture; the following: (a) obligations incurred for labor and naterials and to contractors, builders and materialmen in connection with such construction, for ma.chinery and equipment, and for the restoration or relocation of property damaged or destroyed in co~nection with such construction; (b) the Cost of acquiring by purchase, if such purchase shall be deemed expedient, and the amount of any award or final judgment in or any settlement or compromise of any proceeding to acquire by condemnation, such property, lands, rights, rights of way, franchises, easements and other interests in land constituting a part of, or as may be deemed necessary or convenient for the acquisition or construction of, the Project, options and partial payments thereon, the Cost of filling, draining or improving any lands so acquired, and the amount of any damages incident to or consequent upon the acquisition, construction, reconstruction, installing or equipping of the Project; (c) the fees and expenses of the Trustee, the Registrar, any Paying Agent under the Indenture, including fees for services in connection with the acceptance of the trusts hereby created, legal expenses and fees (including appellate fees), fees and expenses of consultants, financing charges, Costs of preparing and issuing Bonds, taxes or other municipal or governmental charges lawfully levied or assessed upon the Project during construction, or any property acquired therefor, and premiums on insurance (if - 28 - GTH\HARRIS\15784.01\12/26/96 16G .1 any) on Bonds issued in connection with the Project during construction; (d) fees and expenses of engineers for making studies, surveys and estimates of Costs and of revenues and for preparing plans and supervising construction, as well as for the performance of all other duties of engineers set forth herein in relation to the construction of the Project or the issuance of Bonds therefor; (e) expenses of administration properly chargeable to the Project and all other items of expense not elsewhere in this Section specified, incident to the acquisition, construction, reconstruction, e~~ipping and installation of the Project and the placing of the same in operation and to the a=quisition of real estate, franchises and rights of way therefor, including abstracts of title and title insurance. SECTION 5.02. Construction Fund Disbursements. The Trustee shall make pal~ents from the Const~Jction Fund (and any accounts and subaccounts therein) only upon receipt of the fully executed Form of Requisition as described in Exhibit D hereof. Notwithstanding the foregoing, the Trustee shall retain $231,065 until Final Acceptance (as defined in the Construction and Maintenance Agreement) of the Project by the District. In the event that any requisition for the acquisition price ,:.f a specific component of the Project is in payment for any real property or interest therein, the Trustee shall not make such pay~ent from the Construction Fund unless the Responsible Officer's certificate has attached thereto evidence that the Issuer has received a title insurance policy approved by counsel covering such property or written opinion of counselor any attorney designated for such purpose by counsel, to the effect that the Issuer shall have upon such payment marketable title in fee simple to such property, subject to no lien, charge or encumbrance thereo~ affecting the title thereto except li~ns, charges, encumbrances or other defects of title '.",hich do not have a materially adverse effect upon the right of che Issuer to use such property for the purposes intended or which have been adequately guarded against by a bond or other form of indemnity or, if such payment be pa}~ent for an option to purchase or for a quit-claim deed or a lease or a release or on a contract to purchase or is otherwise for the acquisition of a right or interest in property less than a fee simple or perpetual easement, or if such payment be a part payment for any such purpose, the written approval of the acquisition of such lesser right or interest signed by such attorney. Notwithstanding the foregoing requisition procedure, costs of issuance of any Series of Bonds and amounts to be reimbursed by the Issuer to any other Person for moneys advanced to or on behalf of the Issuer for payment of Costs of the Project (other than for real property) shall be paid by the Trustee from the Construction Fund upon delivery to the Trustee, on the date of issuance and delivery of such Series of Bonds, of a closing statement signed by a Respon- - 29 - GTH\HARRIS\15784 01\12126/96 16G l' sible Officer of the Issuer, specifying the Person to whom payment is to be made, the obligation on account of which the payment is to be made and the amount payable with respect thereto. Costs of issuance of any Series of Bonds and amounts to be reimbursed by the Issuer to third parties for moneys advanced to the Issuer for payment of Costs of the Proj ~ct , presented to the Trustee for payment subsequent to the date of issuance and delivery of such Series of Bonds, shall be paid by the Trustee from the Construction Fund in accordance with the requisition procedures set forth in this Section. SECTION 5.03. Records and Reports During Construction Period. All requisitions and certificates received by the Trustee, as required by this Article V as conditions of payment from the Construction Fund, shall be retained in the possession of the Trustee, subject at all times to the inspection of the Issuer and the Consulting Engineer, for a period ending no earlier than three (3) years from the date of completion of the Project. SECTION 5.04. Completion of Constructi.Qll. The date of completion of the Project (the "Completion Date") shall be evidenced to the Trustee by a certificate signed by the Consulting Engineer and the District Manager stating that, except for amounts retained by the Trustee for Costs of the Project, not then due and payable: (a) The Project has been completed in accordance with the specifications therefor and all labor, services, materials and supplies used in the Project have been paid for and acknowledgments of such payments have been obtained from all contractors and suppliers and the District has accepted the Project; (b) All other facilities necessary in connection with the Project have been constructed, acquired and installed in accordance with the specifications therefor, and all Costs and expenses incurred in connection therewith have been paid; and (c) All requirements of the Construction and Maintenance Agreement between the Issuer, the Developer and the Board of County Commissioners of Collier County have been satisfied a~d the District's responsibility for maintenance under said agreement has terminated. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Within ten (10) days following the Completion Date of the Project, the Trustee shall transfer any balance in the Construction Fund pertaining to the Series 1997 Bonds and shall deposit the same in the Debt Service Reserve Fund, but only to the extent that a deficiency then exists in the Debt - 30 - GTH\HARRIS\15784,Ql\12/26/96 I 6G 1. Service Reserve Fund. Any rema1nlng balance from the funds in the Construction Fund (except moneys retained for expenses not yet due and payable) pertaining to the Series 1997 Bonds which are not required to be transferred to the Debt Service Reserve Fund shall be transferred to the Bond Redemption Fund for application as set forth in Section 8.03 of this Indenture. Upon receipt of a certificate from the Consulting Engineer and the District Manager evidencing the Completion Date of the Project, as described above, the Board of Supervisors of the Issuer at its next regularly scheduled meeting shall adopt a resolution accepting the completed proj ect for purposes of Sect ion 170. 09, Florida Statutes, as amended. [END OF ARTICLE V] - 31 - GTH\HARRIS\15784.01\12/26/96 16G 1, ARTICLE '11 NON-AD VALOREM SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS SECTION 6.01. Non-Ad Valorem Special Assessments: Lien of Indenture on Pledged Revenues. The Issuer hereby covenants that it shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall take all necessary action legally available to certify the non-ad valorem Special Assessments roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or, if authorized by Section 9.04 hereof, the Issuer may utilize alternative methods of collection and enforcement by the Issuer, pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, to the extent and in the amount at least necessary to pay the Debt Service Requirements on the Bonds issued and Outstanding hereunder. The Issuer shall pay to the Trustee for deposit in the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of Bonds; provided, however, that: amounts received as prepayments of Special Assessments shall be deposited directly into the Prepayment Account in the Bond Redemption Fund established hereunder. The Issuer shall at the time of each deposit notify the Trustee of the a:nount of such prepayment to be deposited into the Prepayment Account. The ?ledged Revenues are hereby pledged for the payment of the principal or Redemption Price of and interest on all the Bonds issued and OUtstanding under the Indenture. The pledge to the Trustee of the Pledged Revenues as security for the payment of the principal or Redempcion Price of, and interest on, the Bonds issued and Outstanding under the Indenture and the performance of any other obli~ation of the Issuer hereunder with respect to the District Bonds, shall be valid and binding from the date hereof, and the covenants and agreemencs set forth herein to be performed by or on behalf of the Issuer shall be, except as otherwise expressly provided or permitted herein, for the equal and ratable benefit, protection and security of the Owners of the Bonds, regardless of their times of issue and maturity, and shall be of equal rank, without preference, priority, or distinction of anyone Bond over any other Bond. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. - 32 - GTH\HARRrS\15784 ,01\12/26/96 16G 2. SECTION 6.02. fYnds and Accouncs Relating to the Bonds. The Funds and Accounts specified in this Article VI shall be established under the Indenture for the benefit of all of the Bonds issued under the Indencure. All moneys on deposit to the credit of the Funds and Accounts established hereunder (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Bonds issued hereunder. SECTION 6.03. Revenue Fund. The Trustee is hereby authorized and directed to establish a Revenue Fund into which the Trustee shall deposit (i) Bond proceeds as directed by the Issuer, (ii) any and all Special Assessments received from the levy thereof on the District Lands for the payment of Bonds and (iii) other payments required hereunder, provided, however, that amounts received as prepayment of Special Assessments shall be deposited into the Prepayment Account of the Bond Redemption Fund. Absent such a notice from the Issuer, the Tru.stee can assume tha.t there are no such prepayments. The Revenue Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. On the Business Day immediately prior to each May 1 (with the exception of when the first Interest Payment Date is on November 1 and, in that case, the Trustee shall transfer sufficient funds to the Interest Account of the Debt Service Fund to pay the interest on all Bonds then Outstanding on such November 1), the Trustee shall transfer from amounts on deposit in the Revenue Fund to the Funds and Accounts designated below, the following amounts in the following order of priority: FIRST, to the Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all Bonds then Outstanding on such May 1 and the next succeeding November 1 less any amounts already on deposit in the Interest Account not previously credited; SECOND, to the Principal Account of the Debt Servi.ce Fund, an amount equal to the principal amount of Bonds maturing on the next succeeding May 1, less any amount already on deposit in the Principal Account not previously credited; THIRD, beginning on May 1, 1999 and on each Interest Payment Date thereafter, to the Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds subject to mandatory sinking fund redemption on the next succeeding May 1, less any amount already on deposit in the Sinking Fund Account not previously credited; FOURTH, to the Debt Service Reserve Fund, an amount equal to the amount, if any, which is necessary to make the - 33 - GTH\HARRIS\15784.01\12/26/96 16G 11 amount on deposit therein equal to the Debt Service Reserve Requirement with respect to the Bonds; and FIFTH, to the Bond Redemption Fund. Notwithstanding the foregoing provisions, if the period between Inter~st Payment Dates is other than six (6) months with respect to any Series of Bonds, then such transfers shall be adjusted accordingly so that sufficient moneys will be on deposit in the Funds and Accounts to provide for the timely payment of such Bonds. SECTION 6.04. Debt Service Fund. The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the Bonds. The Debt Service Fund shall be held by the T~lstee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Debt Service Fund an Interest Account, a Principal Account and a Sinking Fund Account, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee. The Trustee at all times shall make available to any Paying Agent the funds in the Principal Account and the Interest Account of the Debt Service Fund to pay the principal of the Bonds as they mature upon surrender ther~of and the interest on the Bonds as it becomes payable, respectively. When Bonds are redeemed, the amount, if any, in the Debc Service Fund representing interest thE:reon shall be Q,ppl ied to the payment of accrued interest in connection with such redemption. The Trustee shall apply moneys in the Sinking Fund Account in the Debt Service Fund r.or purchase or redemption of the Bonds in amounts and maturities set forth in Section 8.01(c) hereof. Whenever Bonds are to be purchased out of such Sinking Fund Account, if the Issuer shall notify the Trustee that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer's arrangemencs provided they conform to the Indenture. Purchases and redemptions out of the Sinking Fund Account shall be made as follows: (a) The Trustee shall apply the amounts required to be transferred to the Sinking Fund Account (less any moneys applied to the purchase of Bonds pursuant to the next sentence hereof) on the principal payment date in each of the years set forth in Section 8.01(c) hereof to the redemption of Bonds in the amounts, manner and maturities and on the dates set forth in said Section 8.01(c) - 34 - GTH\HARRIS\15784,Ql\12/26/96 16li 1 hereof, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the Sinking Fund Account to the purchase of Bonds which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commi tments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the Interest Account of the Debt Service Fund. (b) Accrued interest on purchased Bonds shall be paid from the Interest Account of the Debt Service Fund. (c) In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds from the Sinking Fund Account, the Issuer may present to the Trustee, at least 60 days before the next Interest Payment Date, Bonds purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds for which notice of redemption has been given pursuant to Section 8.02 of this Indenture. Any Bond so purchase~ shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount allocable to the aggregate principal amount of any such Bonds so presented. SECTION 6.05. Debt Service Reserve Fund. The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund 'ATith respect to the Bonds. The Debt Service Reserve Fund shall be held by the Trustee for th~ benefit of the Bonds. The Debt: Service Reserve Fund shall constitute an irrevocable trust fund to be applied solely as set forth he~ein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. On the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds equal to the increase, if any, in the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the Debt Service Reserve Fund. As long as there exists no default under the Indenture and the amount in the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to the Bonds, earnings on investments in the Debt Service Reserve Fund shall be transferred to the Revenue Fund. Otherwise, earnings on invest- - 35 - GTH\HAK~IS\15784.01\12126/96 16G .& ( ments in the Debt Service Reserve Fund shall be retained in the Debt Service Reserve Fund until applied as set forth herein. In the event that the amount in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to the Bonds due to a decrease in the then applicable Debt Service Reserve Require- ment or any other reason, the excess amount shall be transferred from the Debt Service Reserve Fund to the Bond Redemption Fund. Whenever for any reason on an interest or principal payment date or mandatory redemption date, the amount in the Interest Account, the Principal Account or the Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Bonds therefrom on such payment dates after taking into account funds available for such purpose in the Bond Redemption Fund, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the Debt Service Reserve Fund into the Interest Account, the Principal Account and the Sinking Fund Account, as the case may be, with priority to the Interest Account and then, proportionately according to the respective deficiencies therein, to the Principal Account and the Sinking Fund Account, to be applied to pay the Bonds and the interest thereon. SECTION 6.06. Procedure When Funds ~e Sufficient to Pay All ao~. If at any time the moneys held by the Trustee in the Funds and Accounts hereunder and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds then Outstanding hereunder to maturity or prior redemption, together with any amounts due the Issuer and the TrJstee, Paying Agent and Registrar, the Trustee, at the direction of the Issuer, shall apply the amounts in the Funds and Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee. SECTION 6.07. Rebate Fund. On the date required by the arbitrage rebate agreement or by the Code, the Issuer shall give the Trustee wz'itten direction and the Trustee shall transfer over from the Revenue Fund to the Rebate Fund the amount due and owing to the United States, which amount shall be paid to the United States when due. Amounts on deposit in the Rebate Fund shall be held in trust by the Trustee and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Revenue Fund) 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 rebate agreement dated the date of issuance of the Bonds, relating to such Bonds, as well as any successor arbitrage rebate agreement relating to other Series of Bonds, including, but not limited to: - 36 - GTH\HARRIS\15784,Ol\12/26/96 16G i 1 (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 6.07 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 prov1s10ns of the above-described arbitrage rebate a~reement may be amended from time to time as shall be necessary, in the opinion of Bond Counsel. to comply with the provisions of the Code. [END OF ARTICLE VI] - 37 - GTH\HARRIS\15784.01\12/26/9E 166 1 ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS SECTION 7.01. Deposits and Security Therefor. All moneys received by the Trustee for deposit ln any Fun1 or Account established under the Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by the Indenture, and shall be deposited in the corporate trust department of the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under the Indenture in the corporate trust department of the Trustee (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in subparagraphs (a), (b), {c) or (d) of the definition of Investment Securities and the provisions thereof. If at c.ny time the comrr.ercial department of the bank acting as Trustee is um"rilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depositary which is au~horized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC'S Savings Association Insurance Fund). All deposits in any other depositary in excess of the amount covered by insurance (whether under this Section 7.01 or Seccion 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with che Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company havi.ng a combined net capital and surplus of not less than $50,000,000. I SECTION 7.02. lnYestment or D~sit of Funds. The Trustee shall, as directed by the Iss~er in writing. invest mo~eys held in the Funds and Acco~nts only in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without per.alty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. .r>.ll securities securing investments under this Sectio~ shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Truscee or any other depositary of any Fund or Account and any profit or loss resulting from the sale of securities shall be added - 38 - GTH\HARR!S\15784 ,01\12/25/96 16G 2. or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account (other than the Bond Redemption Fund and the Prepayment Account) equals or exceeds the amount required to be on deposit therein, any interest and other income so received shall be deposited in the in che Construction Fund until the Completion Date of the Project and thereafter into the Revenue F\ll1d. Upon request of the Issuer, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the Revenue Fund in the order and at the times specified in Section 6.03. Absent specific instructions as aforesaid, all moneys in the Funds and Accounts established under the Indenture shall be invested in Investment Securities as provided in a standing written instruction or specific instruction of the Issuer or, if none, then held uninvested. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise. SECTION 7.03. yaluation of Funds. The Trustee shall value the assets in each of the Funds and Accounts established hereunder as of September 30 of each Fiscal Year (except tt.at the Debc Service Reserve Fund shall be valued on each Interest Payment Date), and as soon as practicable after each such valuation date (but no later than ten (lO) days after each such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any Fund or Account, inves~ment8 and accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, with the exception of the Debt Service Reserve F\ll1d, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redempcion price thereof, to the extent that any such obligation is then redeemable at the option of the holder. For the purpose or determining the amount on deposit to the credit of the Debt Service Reserve Fund, obligations in which money in such Fund shall have been invested shall be valued at par, if purchased at par, or at amortized cost, if purchased at other than par, plus, in each case, accrued interest. Amortized cost, when used with respect to an - 39 - GTH\HARRIS\15784 ,01\12/26/96 16G i obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation wad purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. (END OF ARTICLE VII] - 40 - GTH\HARRIS\lS784.01\12/26/96 16G i' ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS SECTION 8.01. Redemption Dates and Prices. The Bonds shall be subject to redemption at the times and in the manner provided herein and, as to any Series of Refunding Bonds, af3 further pro- vided in the Certified Resolution of the Issuer authorizing such Series of Refunding Bonds. All payments of the Redemption Price of the Series 1997 Bonds shall be made on the dates hereinafter required. If less than all the Bonds are to be redeemed, the Trustee shall select the Bonds or portions of the Bonds to be redeemed by lot. Partial redemption of Bonds shall be made in such a manner that the remaining Bonds held by each Bondholder shall be in Authorized Denominations. (a) Optional Redemption. Except as otherwise provided in Section 8.01(b) and (c) hereof, the Series 1997 Bonds are not sub- ject to redemption prior to May 1, 2007. The Series 1997 Bonds shall be subject to redemption at the option of the Issuer, in whole at any time on or after May 1, 2007, or in part on any Interest Payment Date on or after May 1, 2007, at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below plus accrued interest to the redemption date, upon receipt by the Trustee not less than forty-five (45) or more than sixty (60) days prior to such redemption date of a written direction from the Issuer stating that it intends to effect redemption of such Bonds: Redemption Period (Both Dates Inclusive) Redemption Price May 1, 2007 through April 30, 2008 May 1, 2008 through April 3D, 2009 May 1, 2009 through April 30, 2010 May 1, 2011 and thereafter 103% 102% 101% 100% (b) Extraordinary Mandatory Redemption in Whole or in Part. The Series 1997 Bonds are subject. to extraordinary mandatory rede~ption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 1997 Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the Prepayme:1t Account in the Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands within thirty (30) days after the completion of the Project and acceptance thereof by the Issuer in accordance with the provisions of Section 9.08(a) hereof; (ii) from moneys deposited into the Prepayment Account in the Bond Redemption Fund following the payment in full - 41 - Grrl\HARRIS\15784,Ol\12/26/~6 16G ~l or in part of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments at any time subsequent to thirty (30) days after the completion of the Project in accordance with Section 9.08(b) hereof, or as the result of any foreclosure, sale of tax certificate or other remedial action for non-payment of Special Assessments; (iii) following con- demnation or the sale of any portion of the District Lands to a governmental entity under threat of condemnation by such govern- mental entity and the payment of moneys by such governmental entity to the Trustee for deposit into the Prepayment Account in the Bond Redemption Fund pursuant to Section 9.14 (c) hereof in order to effectuate such redemption; (iv) from excess moneys in the Con- struction Fund transferred to the Bond Redemption Fund pursuant to Section 5.04 of this Indenture after completion of the Project, as evidenced by the certificate of the Consulting Engineer and the District Manager required by Section 5.04 of this Indenture; or (v) from moneys, if any, on deposit in the Prepayment Account in the Bond Redemption Fund pursuant to Section 9.14(c) hereof following the damage or destruction of all or substantially all of the Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable; provided, however, that at least forty- five (45) days prior to such extraordinary mandatory redemption described in Section 8.01 (b) (v), the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable. Notwithstanding anything to the contrary contained in Article V hereof, upon the receipt by the Trustee of the certificate described in this Section 8.01(b) (v) or t!1e occurrence of an event described in Section 8.01 (b) (iii) , moneys in the Const~~ction Fund (except for moneys retained for expenses incurred but not yet due and payable) shall be transferred to the Prepayment Account in the Bond Redemption Fund for application as sec forth in this Section 8.01(b). On each March 15 and Sepcember 15 (or if such date is not a Business Day, on the Business Day next preceding such day), the Trust~e shall determine the amount on deposit in the Prepayment Account of the Bond Redemption Fund, and, if the balance therein is greater than zero, shall transfer from the Revenue Fund for deposit :into such Prepayment Account an amount sufficient to increase the amount on deposit therein to an integral multiple of $5,000 and shall thereupon give notice and cause the extraordinary mandatory redemption of Bonds on the next succeding Interest Payment Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Account in accordance with the provisions for extraordinary l'edemption of Bonds. (c) Mandatory Sinkin9 Fund Redemption. The Series 1997 Bonds are subject to mandatory sinking fund redemption on May 1 in - 42 - GTH\HARRIS\ 157B4. 01\12/26/96 16G 11 the respective years set forth in the following table, at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date. :I.tln: 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Principal Amount of Bonds to be Paid $120,000 $135,000 $145,000 $155,000 $170,000 $185,000 $200,000 $220,000 $235,000 $255,000 x.cn 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Principal Amount of Bonds to be Paid $280,000 $305,000 $330,000 $360,000 $390,000 $425,000 $460,000 $500,000 $540,000 $590,000 In connection with such mandatory sinking fund redemption of Series 1997 Bonds, commencing May 1, 1999, amounts shall be transferred from the Revenue Fund to the Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof. The principal amounts specified in the foregoing table shall ce reduced as specified by the Issuer by any principal amounts of the Seriea 1997 Bonds redeemed pursuant to Section 8.01(a), (b) and {c) hereof or purchased pursuant to Section 6.04 hereof. SECTION 8.02. N9tice of Redemption and of Purchase. When required to redeem or purchase Bonds under any provision of the Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Bonds for which notice was duly mailed in accordance with this Section 8.02. Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds Outatanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information: (a) the redemption or purchase date; GTH\HARRIS\15784.01\12/26/96 - 43 - 16G ~ (b) the redemption or purchase price; (c) CUSIP numbers, to the extent applicable, and any other distinctive numbers and letters; (d) if less than all OUtstanding Bonds to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased; (e) that on the redemption or purchase date the redemption or purchase price will become due and payable upon sur- render of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date; and (f) the place where such Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee. If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee 0r Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the openin0 of business on the redemption or purchase date, and such notice shall be of no effect unless s'lch moneys are so deposited. For all redemptions other than mandatory sinking fund redemptions, if the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the redemption price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and be~ome payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption. In addition to the foregoing notice, further notice of redemp- tion shall be given by the Trustee as set forth below, but no defect in said further notice of redemption nor any failure to give all or any portion of such furcher notice shall in any manner - 44 - GTI.\HARRIS\15784.01\12/26/96 16G 1 defeat the effectiveness of a ;all for redemption if notice thereof is given as above prescribed. (1) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the date of issue of the Bonds as originally issued; (ii) the rate of interes~ borne by each Bond being redeemed; (iii) the maturity date of each Bond being redeemed; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed. (2) Each such further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being Depository Trust Company of New York, Ne..... York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securit~es Depository Trust Company of San Francisco, California and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds (such as Financial Information, Inc. 's Daily Called Bond Service, Interactive Data Corporation's Bond Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Govern- ment News Report, and Standard and Poor's Called Bond Record) . (3) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds 0: such check or other transfer. The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds. SECTION 8.03. Bond Redemption Fund. The Trustee is hereby authorized and directed to estatlish for the Bonds a Bond Redemp- ~ion Fund into which shall be deposited certain moneys as provided in the Indenture. The Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the Indenture and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Bond Redemption Fund a Prepayment Account, which account shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee. All earnings on investments held in the Bond Redemption Fund or the Prepayment Account, as the case may be, shall be retained therein - 45 - GTH\HARRIS\15784 ,01\12/26/96 16G 11 and applied as set forth below. The Issuer shall at the time of deposit of moneys specify which moneys are to be deposited into the Revenue Fund, which in the Bond Redemption Fund and which in the Prepayment Account. Except for moneys deposited following the payment in full of Special Assessments on any portion of the District Lands within thirty (30) days after the completion of the Project or from moneys deposited following the payment in full or in part of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assesssments at any time subsequent to thirty (30) days after the completion of the Project in accordance with the provisions of Section 9.08 which moneys shall be deposited in accordance with THIRD, below, moneys in the Bond Redemption Fund (including all earnings on investments held in the Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises: FIRST, to be paid into the Principal Account, Interest Account or the Sinking Fund Account, as the case may be, in the same manner as provided by Section 6.03 hereof, to the extent that a deficiency exists therein; provided, however, that moneys in the Bond Redemption Fund consisting of excess Bond proceeds transferred from the Construction Fund to the Bond Redemption Fund and any investment earnings thereon shall not be applied for this purpose; SECOND, to make such deposits into the Rebate Fund as the Issuer may direct in accordance with the arbitrage rebate agreement, if any, such moneys thereupon to be used solely for ~he purposes specified in any such arbitrage rebate agreement. Any moneys so transferred from the Bond Redemption Fund to the Rebate Fund shall thereupon be free from the lien and pledge of the Indenture; THIRD, to make deposits into the Prepayment Account to call for redemption pursuant to clause (b) of Section 8.01 hereof with respect to the Bonds an amount of such Bonds equal to the amount of money transferred to the Prepayment Account, for the purpose of such mandatory redemption on the dates and at the prices provided in such clause; and FOURTH, the remainder, if any, to be utilized by the Trustee, at the direction of a Responsible Officer, to call for redemption on each Interest Payment Date on which Bonds are subject to optional redemption pursuant to Section 8.01(a) hereof with respect to the Bonds such amount of Bonds as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds shall be called for redemption at one time. - 46 - GTH\HARRIS\15784,Ol\12/26/96 16G 1 ~ SECTION 8.04. Payment of Redemption Price. If any required (a) unconditional notice of redemption has been duly mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer. [END OF ARTICLE VIII] - 47 - GTH\HARRIS\15784,Ql\12/26/96 16G 1 ARTICLE IX COVENANTS OF THE ISSUER SECTION 9.01. Power to Issue Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute the Indenture and to pledge the Pledged Revenues for the benefit of the Bonds. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Bonds. The Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, pT.eserve and protect the pledge created by the Indenture and all the rights of the Bondholders under the Indenture against all claims and demands of all other Persons whomsoever. SECTION 9.02. Payment of Principal and Interest on Bonds. The payment of the principal or Redemption Price of and interest on all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds authorized by the Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds authorized under the Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payment only out of the Pledged Revenues. The Issuer shall appoint one or more Paying Agents for such purpose, each such agent to be a bank and trust con~any or a trust company or a national banking association having trust powers. THE BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ~{ PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE PROJECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, RUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THE INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THE INDENTURE OR IN THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR l>-S PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE COUNTY OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSu~R, THE COUNTY OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION OR ADDITIONAL NON ADVALOREM SPECIAL ASSESS!{ENTS h~TEVER THEREFOR. - 48 - GTH\HARRIS\15784,Ol\12/26/96 16G 1.. SECTION 9.03. Special Assessments; Re-Assessments. (a) The Issuer shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall take all necessary action legally available to certify the non-ad valorem Special Assessments roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in at least an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds. (b) If any Special Assessment shall be either i.n whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Special Assess- ment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assess- ment to be made for the whole or any part of said improvement or against any property benefitted by said improvement, or (ii) in its sole discretion, make up the amount of such Special A.qsessment from legally available moneys, which moneys shall be deposited into the Revenue Fund. In case such second Special Assessr:lent shall be annulled, the Issuer shall obtain and make other Special Assess- ments until a valid Special Assessment shall be made. SECTION 9.04. Method of Collection. Special Assessments shall be collected by or for the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. The Issuer shall use its best efforts to adopt the uniform method for the levy, collection and enforcement of Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto, as soon as practicable, or a comparable alternative method afforded by the Act or Section 197.3631, Florida Statutes. The Issuer shall use its best efforts to enter into one or more written agreements with the Property Appraiser and the Tax Collec~or, either individually or jointly (together, the "Property Appraiser and Tax Collector Agreer:lent~) in order to effectuate the provisions of this Section. TIle Issuer shall use its best efforts to ensure that any auch Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under the Indenture. To the extent that the Issuer is not able to effect the collection of Special Assessments pursuant to the "uniform tax collection" method under Chapter 197, Florida Statutes, the Issuer may elect to collect and enforce Special Assessments pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. The election to collect and enforce Special Assessments in any year pursuant to any - 49 - Grrl\~FJRIS\15784,Ol\12/26!96 1 6G 1, one method shall not, to the extent permitted by law, preclude the Issuer from electing to collect and enforce Special Assessments pursuant to any other method permitted by law in any subsequent year. SECTION 9.05. Delin~ent S~ecial Assessments. Subject to the provisions of Section 9.04 hereof, if the owner of any lot or par- cel of land assessed for the Project shall be delinquent in the payment of any Special Assessment, then such Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deed as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisicns of the Act with respect to such sale are inapplicable by operation of law or by election of the District, then upon the delinquency of any Special Assessment the Issuer shall, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, and Sections 190.026 and 170.10, Florida Statutes, or otherwise as provided by law. SECTION 9.06. Sale of Tax Certificates and Issuance of Tax ~eeds: Foreclosure of Special Assessment Liens.. If the Special Assessments levied and collected under the Act or the uniform method described in Section 9.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes and related statutes. Alternatively, if the uniform method of collection is not utilized, and if any property shall be offered for sale for the nonpayment of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Special Assessmenc (principal, interest, penalties and costs, plus attorneys fees, if any), the property may then be purchased by the Issuer fer an amcunt equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus a~torneys fees, if any), and the Issuer shall thereupon receive in its corporate name the title to the property for the benefit of the Registered Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the Revenue Fund. Not less than ten (10) days prior to che filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the - so - GTH\HARPIS\15784,Ql\12/26/96 l6G 1 Registered OWners. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Registered OWners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Registered Owners within thirty (30) days after the receipt of the request therefor signed by the Registered Owners of twenty-five percent (25%) of the aggregate principal amount of all Outstanding Bonds payable from Special Assessments assessed on such property. SECTION 9.07. Books and Records with Respect to Special Assessments. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager's designee, at the end of each Fiscal Year, shall, upon written request of the Owners of at least 25% of the Bonds then Outstanding, or the Trustee, use its best efforts to prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A signed copy of such audit shall be furnished to the Trustee (solely as a repository of such information) as soon as practicable after such 3udit shall become available and shall, upon written request, be mailed to any Registered Owner. SECTION 9.08. Removal of Special Assessment Liens. (a) At any time from the date of le-"Y of Special Assessments on a parcel of District Lands through the date that is thirty (30) days after the Project has been completed and the Board of Supervisors of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments that relate to the Bonds by paying to the Issuer the entire amount of such Special AsseS6ment on such property, without interest.. (b) At any time subse~lent to thirty (30) days after the Project has been completed and the Board of Supervisors of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the ISS11er to release and extinguish the lien upon a - 51 - r,Th\~qIS\1578A.Ol\1212~/9t 16G 1 subdivided parcel of property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount of the Special Assessment, plus accrued interest (based on the true interest cost on the Bonds) to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to said subdivided parcel of property subject to Special Assessment owned by such owner. Such property owner may, under the same terms and time restrictions of this Section (b), pay a portion of the Special Assessment plus accrued interest to the next Interest Payment Date; however, such option is exercisable only once per subdivided parcel. (c) Upon receipt of a prepayment as described in (a) or (b) above, the Issuer shall immediately pay the amount so received to the Trustee and notify the Trustee of the source of said moneys, and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Asaessment, or a portion thereof, has been paid and that such Special Assessmen: lien, or portion thereof, is thereby released and extinguished. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Prepayment Account of the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with the provisions of Article VIII hereof. SECTION 9.09. Completion of Project. The Issuer shall forth- with proceed to complete the Project with all due diligence and in accordance with plans and specifications which shall have been approved by the Consulting Engineer and shall be in conformity with law and all requirements of all Regulatory Bodies having juris- diction thereover. The Issuer shall~ before entering into any contract or incur- ring any obligation which will become a charge against the Con- struction"Fund, secure the approval of the Consulting Engineer of such contract or the incurring of such obligation and of the plans and specifications referred to in any such contract and shall require each person, firm or corporation with whom it may contract for labor or materials in connection with the construction of the Project before such person, firm or corporation commences said work (i) to execute a payment and performance bond with a surety autho- rized to do business in the Scate in the full amount of any con- tract exceeding One Hundred Thousand Dollars ($100,000). which pay- ment and performance bond shall be in substantially the form set forth in Section 255.05, flQ~ Statute~, and shall otherwise be in accordance with such Section; and (ii) to obtain and carry worker's compensacion or employers' liability insurance as may be required by law and public liability and property damage insurance. including provisions to indemnify and save the Issuer harmless, and - 52 - GTH\HARRIS\15784,Ol\12/26/96 16G 1 builders' risk insurance. In the event of any default under any such contract, the proceeds of such payment and performance bond shall forthwith, upon receipt of such proceeds, be deposited to the credit of the Construction Fund and shall be applied toward the completion of the contract in connection with which such payment and performance bond shall have been furnished. SECTION 9.10. Construction to be on Issuer Lanaa. The Issuer covenants that no part of the Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned or can be acquired by the Issuer or other appropri- ate entity in fee simple, (ii) lands on, over or under which the Issuer or other appropriate entity shall have acquired or can acquire perpetual easements for the purposes of the Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or by valid fran- chises, licenses, easements or rights of way or other legally effective permissions or approval. SECTION 9.11. OperatiQn. Use and Maintenance of Project. The Issuer shall establish and enforce reasonable rules and regulations governing the use of the Project owned by the Issuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall operate, use and maintain the Project owned by the Issuer in accordance with the Act and .3ll other applicable federal and State laws, rules and regula.. ti8ns; the Issuer shall maintain and operate the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating con- dition and shall make all necessary repairs, renewals and replace- ments. The Issuer shall use its best efforts to ensure that any portion of the Project not o'NTIed by the Issuer is maintained in good repair and in sound operating condition, and that all n~cessary repairs, renewals and replacements are made thereto. SECTION 9.12. Obser...an~e of and Compl iance wi th Val id E~rernents. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon the Project or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly obse~~e and comply with all valid require- mencs of any municipal or governmental authority relative to the Project. The Issuer shall not, except as otherwise permitted in Section 9.24 of this Article. create or suffer to be created any lien or charge upon the Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues. SECTION 9.13. Payment of Operating or Maintenance Costs by State or Others. The Issuer may permit the United States of America, the State, or any of their agencies, departments or poli- tical subdivisions to pay all or any part of the cost of maintain- - 53 - GTH\HARRIS\15784.01\12/26/96 lbG 1 ing, repa~r1ng and operating the Project out of funds other than Pledged Revenues. SECTION 9.14. Public Liability and Property Damage Insuranc~ ~aintenance of Insurance: Use of Insurance and Condemnation Proceeds. (a) Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of the portions of Project owned or operated by the Issuer, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in an amount sufficient to insure the Issuer against claims for which, pursuant to Florida law, soverign immunity has been waived. (b) At all times, the Issuer shall maintain a prac- tical insurance program, with reasonable terms, conditions, pro- visions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of the portions of the Project owned or operated by the Issuer. Limits for such coverage will be subject to the Consulting Engineer's recommendations which are to be provided in an annual report, as required by Section 9.21 hereof, establishing value. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to the portions of the Project owned or operated by the Issuer with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage. All insurance policies of the Issuer relating to the Project shall be carried with companies authorized to do business in the State, with a Best rating of no less than "A" as to management and Class "V" as to financial strength; provided, however, that if, in the opinion of the District Manager, adequate insurance protection under reasonable terms, conditions, provisions and cost cannot be purchased from an insurance company with the above-designated ratings, then the District Manager, on behalf of the Issuer, may secure such insurance protection as the Issuer determines to be in its best interests and otherwise consistent with the Indenture; provided further, however, that the Issuer may act as a self- insurer in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer and the Trustee as the loss-payees and shall be made payable to the Issuer and the Trustee. (c) All proceeds received from property damage or destruction insurance required hereunder and all proceeds received - 54 - G~n\HAPP.IS\157B4,Ol\12l26/96 16G 1 by the Issuer from the condemnation of the Project or any part thereof are hereby pledged by the Issuer as security for the Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trustee for such purpose, and used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the pro- visions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be deposited directly into the Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed ~ith the Issuer within a reason- able time after the damage, destruction or condemnation (A) a cer- tificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited int~ such separate fund, together with other funds available for such p'lrposes, will be suf- ficient to repair, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or condemnation (taking into consideration any changes, alterations and modifications that the Issuer may desire), (B) an opinion from the Consulting Engineer that the Project can be repaired, rebuilt, replaced or restored within two (2) years fol- lcwing the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) of this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consulting Engineer to render its certificate. If the insurance proc~eds or conderr.nation awards deposited in such separate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the Prepayment Account in the Bond Redemption Fund. (d) The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. "Qualified Self Insurance" means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others. - 55 - STH\HAPRIS\15784,Ol\12/26/96 1 6G 1" Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall deliver to the Trustee (i) a copy of the proposed plan, and (ii) from the District Man- ager, an evaluation of the proposed plan together with an opinion to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves. Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such plan reserves will be established or insurance acquired in amounts adequate to cover any potential retained liability in respect of the period of self insurance, and shall be reviewed annually by the District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, he shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations unless it can establish to the satisfaction of the Trustee that such recommendations are unreasonable in light of the nature of the claims or the history of recovery against the Issuer for similar claims. A copy of each Qualified Self Insurance plan and of each annual report thereon shall be delivered to the Trustee. (e) Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager and the Trustee. Within the first six (6) months of each Fiscal Year the District Manager shall file with the Trustee a complete report of the status of the insurance coverages relating to the Project, such report to include, without being limited thereto, a schedule of all insurance policies required by the Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby. Any such report of the District Manager may be relied upon by the Trustee as conclusive. SECTION 9.15. Collection of Insurance Proceeds. Copies of all insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $500,000 or more in aggregate principal amount of Bonds and their agents and representatives duly authorized in writing. The Issuer covenants that it will take such action as may be necessary to demand, collect and sue for any insurance money which may become due and payable under a,ny policy of insu.rance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee. - 56 - GTH\~ARRIS\15784,Ol\12/26/96 16G 1 The Trustee is hereby authorized in its own name to demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it. Any appraisal or adjustment of any loss or damage under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer, and filed with the Trustee. The Trustee shall in no way be liable or responsible for the collection of insurance moneys in case of any loss or damage. SECTION 9.16. Use of Revenues for Authorized Purposes Only. None of the Pledged Revenues shall be used for any purpose other than as provided in this Indenture and no contract or contracts shall be entered into or any action taken by the Trustee which will be inconsistent with the provisions of this Indenture. SECTION 9.17. Books. Records and Annual Reports. The Issuer shall keep proper books of record and account in accordance with Generally Accepted Accounting Principles in which complete and correct entries shall be made of its transactions relating to the Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to the Project, shall at all times be subject during regular business hours to the inspection of the Trustee. The Issuer shall annually, in accordance with Florida law, file with the Trustee, any rating agency that shall have then in effect a rating on any of the Bonds, any Bondholder that shall have, in writing, requested a copy thereof, and otherwise as provided by law, a copy of an annual report for such year, prepared in accordance with Generally Accepted Accounting Principles by a Certified Public Accountant. The Issuer shall file with the Trustee annually within 180 days after the close of each Fiscal Year a certificate of a Responsible Officer setting forth (i) a description in reasonable detail of the insurance then in effect pursuant to the requirements or Section 9.14 hereof and that the Issuer has complied in all respects with such requirements, (ii) whether during such year any material part of the Project has been damaged or destroyed and, if so, the amount of insurance proceeds covering such loss or damage and specifying the Issuer's reasonable and necessary replacement costs, and (iii) whether or not to the knowledge of the signed, the Issuer is in default with respect to any of the covenants, agreements or conditions on its part contained in this Indenture, and if so, the nature of such default. - 57 - GTH\HARRIS\15784.01\12/26/96 1 66 1. The report, statements and other documents required to be furnished by the Issuer to the Trustee pursuant to ar.,y provisions of the Indenture shall be available for the inspection of Bondholders at the office of the Trustee. SECTION 9.18. Observance of Accounting Stan~. The Issuer covenants that all the accounts and records of the Issuer relating to the Project will be kept according to Generally Accepted Accounting Principles consistently applied and consistent with the provisions of the Indenture. SECTION 9.19. Employment of Certified Public Accountant. The Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and the Indenture. SECTION 9.20. Establishment of Fiscal Year. Annual Budget. The Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year. On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget with respect to the Project for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall supply a copy of such budget promptly upon the approval thereof to the Trustee and to any Bondholders who shall have so requested in writing anj shall have filed their nam~s and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall not have adopted the Annual Budget with respect to the Project on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be t:r'f~ated as the official Annual Budget under the Inder.ture. Copies of such amended or supplemental Annual Budget shall be filed with the Trustee and mailed to any Bondholders who shall have so requested in writing and shall have filed their naMes and addresses with the Secretary of the Board for such purpose, SECTION 9.21. Employment of Consulting Engineer: Consulting Engineer'S Report. (a) The Issuer shall, for the purpose of performing and carrying out the duties i~posed on the Consulting Engineer by the Indenture, employ one or more Independent engineers or engineering firms or corporations having a favorable repute for skill and experience in such work. - 58 - GTH\HAAAIS\15784.01\12/26/96 16G 1 (b) The Issuer shall cause the Consulting Engineer to make an inspection of the portions of the Project owned or operated by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a report setting forth (i) its findings as to whether such portions of the Project owned by the Issuer have been maintained in good repair, working order and condition, and (ii) its recommendations as to the proper maintenance, repair and operation of the Project owned or operated by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes. (c) The Issuer shall cause the District Manager or Independent Consultant to determine all matters regarding the insurance to be carried and to make recommendations with respect to the amount that should be set aside monthly for the purpose of paying premiums on that insurance for which premiums are not paid monthly. Promptly after the receipt of such reports by the Issuer, copies thereof shall be filed with the Trustee and mailed by the Issuer to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose. SECTION 9.22. Audit Reports. The Issuer covenants that, no later than 180 days after the end of each Fiscal Year or as required by law, whichever is sooner, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Copies of such audit reports shall be filed with the Trustee, the District Manager and the Secretary of the Board, and rrailed by said Secretary to the Consulting Engineer and to all Bondholders who shall have filed their names and addresses with nim for such purpose. If the material required to be in such audit also appears in the annual report of the Issuer provided for in Section 9.17 hereof in a manner that can be readily identified, then the filing of a copy of such annual audit shall satisfy the requirement of this Section. SECTION 9.23. Information to Be Filed with Trustee. The Issuer shall cause to be kept on file with the District Manager, and available to the Trustee, at all times copies of ~he s~nedules of Special Assessments levied on all District Lands in respect of the Project. SECTION 9.24. Covenant Against Sale or Encumbrance: Exceptions. The Issuer covenants that, (a) except for those improvements comprising the Project that are to be conveyed by the Issuer to the County or another governmental entity and (b) except as in this Section permitted, it will not sell, lease or otherwise dispose of or encumber the Project, or any part thereof. The - 59 - GTH\HARRIS\15784.01\12/26/96 16G 1 Issuer may, however, from time to time, sell any machinery, fix- tures, apparatus, tools, instruments or other movable property acquired by it from the proceeds of Bonds or from Pledged Revenues if the District Manager shall determine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the Project, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the Revenue Fund. Upon any sale of property relating to the proj ect, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisionn of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof. The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Project not incompatible .....ith the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing and the Consulting Engineer cr the Issuer shall certify that it shall not negatively affect the ability of the Issuer to fully pay Debt Service Requirements, and the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, inaintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of the Revenue Fund. SECTION 9.25. Fidelity Bonds. Every officer, agent or employee of the Issuer having custody or control 0: any of the Pledged Revenues shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The premiums on such surety bonds shall be paid by the Issuer as an expense of operation and maintenance of the Project. SECTION 9.26. No Loss of Lien on Pledged Revenues. The Issuer shall not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement. - 60 - GTH\HARRIS\15784.01\12/26/96 16G L SECTION 9.27. Compliance With Other Contracts aod Agreement$. The Issuer shall comply with and abide by all of t.he terms and conditions of any and all contracts and agreements which th~ Issuer enters into in connection with the Project and the issuance of the Bonds. SECTION 9.28. Issuance of Additional Obligations.. J:'he Issuer shall not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues. SECTION 9.29. Extension of Time for Payment of Interest Prohibited. The Issuer shall not directly or indirectly extend or assent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kep~ alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under the Indenture except after the prior payment in full of the principal of all Bonds ar_d claims for interest appertaining thereto not so transferred, pledged, kept alive or extended. SECTION 9.30. Further Assurances. The Issuer shall not enter into any contract or take any action by which the eights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of the Indenture. SECTION 9.31. Investments to Comply with Internal Revenue ~. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be "arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code and all applicable regulations promulgated under the Internal Revenue Code of 1954, as amended, or the Code, and that it will comply with the requirements of such Code section and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement executed in connection with the issuance of the Bonds for so long as :::ompliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of inter~st on the Bonds. - 61 - GiH\HARRIS\15784.01\12/26/96 16G 1. SECTION 9.32. Corporate Existence and Maintenance of Properties. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwisE! require the Project, and all parts thereof owned or operated by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefitted thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority. SECTION 9.32. Continuing Disclosure. The Issue:~ shall comply with the requirements of the United States SecuritieB and Exchange Commission Rule 15c2-12, or its successor, with respect to continuing disclosure and in accordance therewith shall provide the following inform~tion to each NRMSIR: (a) within 180 days after the end of each Fiscal Year of che Issuer and to the extent available, the audited financial statements of the Issuer for such Fiscal Year prepared in accordance with generally accepted governmental accounting priniples, as modified by applicable State of Florida requirements and governmental account Lng standards promulgated by the Government Accounting Standards Board; (b) within 180 days after the end of each Fiscal Year of the Issuer, financial information and operating data with respect to the Bonds: (i) the balances in the Funds and AccounLs; (ii) the assess::d value of the Issuer land, if available; provided, however, that the Issuer may rely upon the records of the Property Appraiser for such information; (iii) the amount of Special Assessments levied on the specially benefited land, as certified by ~he Issuer to the Tax Collector or other collection agent during such Fiscal Year; (i v) the amour.t of Pledged Revenues collected during such Fiscal Year; (v) the amount of delinquent Special Assessments during such Fiscal Year, if available; (vi) the dollar amount of tax certificates ln respect to the Special Asoessments during such Fiscal Year, if available; - 62 - GTH\HARRIS\157B4.01\12/26/96 166 J. (vii) a schedule of the debt service for the remaining term of the Bonds; (viii) the percentage of the Project that has been completed with the proceeds of the Bonds as of such Fiscal Year; and (ix) determination in Pr.oject. (c) in a timely manner, notice of any of the following events, if material: any materially adverse change any permit or approval relating to or the (i) any principal delinquency on the Bonds; and interest payment (ii) any nonpayment default on the Bonds; (iii) any unscheduled draws on the Debt Service Reserve Account reflecting financial difficultj,es; (iv) any unscheduled draws on any credit enhancement reflecting financial difficulties; (v) any substitution of credit or liquidity providers or their failure to perform; (vi) any adverse tax opinions or eVI~nts af feet ing the tax exempt status of the Bonds; (vii) any modification to the rights of Holders; (viii) any calls on the Bonds (other than mandatory sinking fund or extraordinary redemption); (ix) any defeasanc~ of the Bonds; (x) any release, substitution or sale of any item of the Trust estate; (xi) any change in the rating of the Bonds; (xii) any failure on the part of ~he Issuer to comply with the requirements of clause (a) or (b) above. (END OF ARTICLE IX] - 63 - GTH\HARRIS\15784.01\12/26/96 ---.--...---.-------- - v-__ ...-..........._... 16G 11 ARTICLE X EVENTS OF DEFAULT AND REMEDIES SECTION 10.01. Events of Defaul t and Remedies.. Events of default and remedies with respect to the Bonds shall be as set forth in this Article X. SECTION 10.02. Events of Default Defined. Each of the following shall be an "Event of Default" under the Indenture: (a) if payment' of any installment of interest on any Bond is not made when it becomes due and payab:e; or (b) if payment of the principal or Redemption Price of any Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or (c) if the Issuer, for any reason, incapable of fulfilling its obligations under the under the Act; or is rendered Indenture or (d) if the Issuer proposes or makes an assignment for t.he benefit of creditors or enters into a composition agreement wi th all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or ther: is commenced any proceeding in liquidation, bankruptcy, rf~organization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or (e) if the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond issued pursuant to the Indenture and such default continues for sixty (60) days after written notice requiring tr.e same to be remedied shall have been given to the Issuer by the ~rustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall' diligently and continuously prosecute the same to completion. - 64 - GTH\HARRIS\15784 ' 01\12/26/96 16G 2. SECTION 10.03. No Acceleration. No Bonds issued under this Indenture shall be subject to acceleration. SECTION 10.04. ~al Proceedings by Trustee. If any Event of Default with respect to the Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Bonds and receipt of indemnity to its satisfaction shall, in its own name: (a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds, including, without limitation, the right t.o require the Issuer to carry out any agreements with, or for the benefit of, the Bondholder~ of the Bonds and to perform its or their duties under the Act; (b) bring suit upon the Bonds; (c) by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds; (d) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds; and (e) by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing the Bonds. SECTION 10.05. Discontinuance of Proceedings by Trust~. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bonoholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken. SECTION 10.06. Bondholders May Direct Proceedings. The Holders of a majority in aggregate principal amount of the Outstanding Bonds then subject to remedial proceedin9s under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture. SECTION 10.07. Limitations on Actions bv Bondholders. No Bondholder shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the - 65 - GTH\KARRIS\15784.01\12/26/96 16G 1 aggregate principal amount of the Outstanding Bonds shall have requested the Trustee, in writing, to exercise the powers herein- above granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satis- factory to it against costs, expenses and liabilitif:!s, and (d) the Trustee shall have failed to comply with such request within a reasonable time. SECTION 10.08. Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and thE~ Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof at the trial or other proceedings rela- tive thereto, and any proceeding instituted by the T:~stee shall be brought in its name for the ratable benefit of the Holders of the Bonds. SECTION 10.09. t<<=:medies NQt Exclusive. Except as limited under Section 15.01 of this Indenture, no remedy contained in the Indenture is intended to be exclusive of any other remedy or remedi~s, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 10.10. Delays and Omissions Not to Impair Rights. No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time a~d as often as may be deemed expedient. SECTION 10.11. Application of Moneys in Event of Default. Any moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to the Bonds shall be applied: (a) to the payment of the unpaid fees and costs of the Trustee and Paying Agent incurred in connection with actions taken under this Article X with respect to the Bonds, inc:uding counsel fees and any disbursements of the Trustee and the Paying Agent. (b) unless the principal of all the Bonds shall have become or shall have been declared due and payable: FIRST: to payment of all installments of interest then due on the Bonds in the order of maturity of such installments of interest, 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 preference or priority of one installment of interest over any other installment; and - 66 - GTH\HARRIS\157B4.01\12/26/96 16G 1 SECOND: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond over another or of any installment of interest over another. (c) If the principal of all Bonds shall have become or shall have been declared due and payable, to the payment of principal or Redemption Price (as the case may be) and interest then owing on the Bonds and in case such moneys shall be insuff icient to pay the same in full, then to the payment of principal or Redemption Price and interest ratably, without preference or priority of one Bond over another or of any installment of interest over any other installment of interest. Any surplus remaining after the payments described above shall ~e paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct. SECTION 10.12. :I:D..w.tee's Ri9ht to Receiver: Compliance with ~. The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other applicable law of the State. SECTION 10.13. Trustee and Bondholders Entitled to a~ ~dies under Act. It is the purpose of this Article to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section 10.12 hereof. [END OF ARTICLE Xl - 67 - GTH\~ARRIS\15784.01\12/26/96 - - -- --.- 16G 2. ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR SECTION 11.01. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article XI, to all of which the parties hereto and the Bondholders agree. The Trustee shall act as Trustee for the Bonds. The Trustee further agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement applicable to it for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds, to the extent applicable. SECTION 11.02. No Responsibility for Recitals. The recitals, statements and representations in the Indenture or in the Bonds, save only the Trustee's Certificate, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof. SECTION 11.03. Trustee May Act Through )\gents: Answerable Only for Willful Misconduct or Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall b€ entitled to advice of Counsel concerning all questions hereunder; the Trustee shall not be answerable for the default or misconduct of any attorney or agent selected and supervised by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under the Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or brear.h of its obligations hereunder. SECTION 11.04. ~sation and Indemnity. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursementn, and shall indemnify the Trustee against and hold the TruHtee harmless from any liabilities which it may incur in the prOpt~r exercise and performance of its powers and duties hereunder, except \~ith respect to its own negligence or breach of its obligations h~reunder or its willful misconduct. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amoLnt owing to it from any moneys coming into its hands and payable to the Issuer, and the Issuer hereby grants to the Trustee a lien upon such monies to secure the obligations of the Issuer to the Trustee hereunder. The provisions of this Section 11.04 regarding ccmpensation, expenses and disbursements shall survive termination of this Indenture and shall continue to apply to the Truste(! for later services it may be called upon by the Issuer to perform in - 68 - GTH\HARRIS\15784.01\12/26/96 16G .1 connection with administration of the Bonds notwithstanding its removal or resignation. SECTION 11.05. ~ty to Renew Insurance. The Trustee shall be under no duty to effect or to renew any insurance policy nor 3hall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder. SECTION 11.06. Notice of Default; Right to InveEltigate. The Trustee shall give written notice by first-class mail ~o registered Holders of Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term "defaults" for purposes of this Section and Section 11.07 b~ing defined to include the events specified as "Events of Default" in Article X hereof, but not including any notice or periods of grace provided for therein) i provided that, except in the case of a default in payment of prin- cipal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines thclt such with- holding is in the interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default under the Indenture, unless notified in writing of such default by the Holders of at least a majority of the aggregate principal amount of the Outstanding Bonds. The Trustee may, how- ever, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satis- factory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer. SECTION 11.07. Obligation to Act on Defaults. The Trustee shall be under no obligation to take any action in respect of any default or otherwise, except a default with respect to the payments of principal or interest or Redemption Price as the same shall become due and payable at redemption or upon maturity, unless it is requested in writing to do so by the H~lders of at least a majority of the aggregate principal amount of the Outstanding Bonds which are or would be, upon the taking of such action, subj eet to remedial proceedings under Article X of this Indentu~e if in its opinion such action may tend to involve expense or liability; provided, however, that in no event shall the Trustee be obligated to take any action hereunder unless the Trustee is also furnished with indemnity satisfactory to the Trustee. SECTION 11.08. Reliance by Trustee. The Truste(~ may act on any requisition, resolution, notice, telegram, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document 'Jr telephone message (provided such message shall be preserved in writing by the Tr~stee) which it in good faith believes to be genuine and to have been passed, signed or given by thE: persons purpo=ting to be - 69 - GTH\KARRIS\J5784.01\12/26/9S 1 6G 2. f authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of the Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept th~ same as conclusive evidence of the accuracy of such statement. SECTION 11.09. Trustee May Deal il'l Bonds. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture; provided, however, that in determining whet.her O~ers of the requisite aggregate principal amount of Bonds Outstanding have concurred in any request., demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds which are hp.ld on behalf of the Trustee shall be disregarded. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under the Indenture, it shall eliminate the conflict or resign as Trustee. SECTION 11.10. c.o.ustruction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provisions of the Indenture, and except as otherwise provided in Article XIII of this Indenture, any construction by the Trustee shall be binding upon the BoncL'101ders. The Trustee shall give prompt notice to the Issuer of any intention to make such construction. SECTION 11.11. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by the Indenture by written resignation filed with the Secretary of the Issuer not less than sixty (60) days before the date when such resignation is to take effect; provided, however, that (i) if any Outstanding Bonds are not registered Bonds, notice of such resignation is published at least once a week for three (3) consecutive calendar weeks in at least one Authorized Newspaper, the first publication to appear not less than three (3) weeks prior to the date when the resignation is to take effect; and that (ii) if any Outstanding Bonds are regis- tered Bonds, notice of such resignation shall be sent by first- class mail to each Bondholder as its name and address appears on the Bond Register and to any Paying Agent, Registrar a.nd Authenti- c3ting Agent at least sixty (60) days before the resignation is to t.ake effect. Such resignation shall take effect on the day speci- fied in the Trustee I s notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within ninety (90) days after the Trustee has given i:s notice of - 70 - GTH\HARRIS\lS784.01\12/26/96 16G 1 resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary succ'~ssor Trustee to serve as Trustee until a successor Trustee has been duly appointed. Notice of such resignation shall also be given to any rating agency that shall then have in effect a rating on any of the Bonds. SECTION 11.12. Removal of Trustee. The Trustee may be removed at any time by either (a) the Issuer, if no default exists under the Indenture, or (b) an instrument or concurrent instruments in wri t ing, executed by the Owners of at least a majority of the aggLegate principal amount of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instru- ments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar and Authenticating Agent. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision elf the Inden- ture with respect to the duties and obligations of tte Trustee by any court of competent jurisdiction upon the applica.tion of the Issuer or the Holders of not less than a majority of the aggregate ~rincipal amount of the Bonds then Outstanding. SECTION 11.13. A,ppointment of Successor Trust(~. If the Trustee or any successor Trustee resigns or is removed or dis- solved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Issuer shall appoint a successor and (i) if any Outstanding Bonds are not registered bonds, shall publish notice of such appointment in an Authorized Newspaper and (ii) if any Outstanding Bonds are registered Bonds, shall mail notice of such appointme~t by first- class mail to each Bondholder as its name and address appear on the Bond Register, and to the Paying Agent, Registrar and Authenticating Agent and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Indenture prior to the date specified in the notice of resignation or removal as the date when such resignation or removal was to take effect, the Holders of a majority in aggregate principal amount of all Bonds then Outstanding may appoint a successor Trustee. SECTION 11.14. Oualification of Trustee shall be a national bank with trust company with trust powers, having surplus of at least $50,000,000. Successor. A successor trust powers or a bank or a combined net capital and - 71 - GTH\HARRIS\157B4.01\12/26/96 16G 1 SECTION 11.15. Instruments of Succession. Any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein except as provided in Section 11.04 hereof. The Trust.ee ceasing to act hereunder shall pay over to the successor Trustee all moneys held by it hereunder and, upon request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee. SECTION 11.16. Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be con- solidated, or any corporation resulting from any merger or con- solidation to which any Truste~ hereunder shall be a party, shall be the successor Trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 11.14 hereof, and if such corporation does not meet ~he aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article XI. SECTION 11.17. Extension of Rights and Duties~)f Trustee to Paying Agent and Regisli.a.I:. The provisions of Sections 11.02, :1.03, 11.04, 11.08, 11.09 and 11.10 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of this Indenture applicable to the Paying Agent and Registrar, respectively. It is hereby expressly understood that the Issuer may appoint one or more Persons as Paying Agent or Paying Agents for one or more Series of Bonds. SECTION 11.18. Resignation of Paying Agent or Registrar. The Paying Agent or Registrar may resign and be disch.:irged of the duties created by the Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-five (45) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of suc~ resignation not less than three (3) weeks prior to such resignation date to the Bondholders, mailed to their addresses as such appear in the Bond Register. Such resignation shall take effect on the date specified - 72 - GTh\HARqIS\157B4.01\12/26/96 16G 1, in such instrument and notice, but only if a successor Paying Agent or Registrar shall have been appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Registrar. If the successor Paying Agent or Registrar shall not have been appointed within a period of ninety (90) days following the giving of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction to appoint a successor Paying Agent or Registrar as provided in Section 11.22 hereof. SECTION 11.19. Removal of Payin9 Agent or R~gistra:z::. The Paying Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a suc- cessor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder. SECTION 11.20. l\ppointment of Successor Paying Agent or Registrar. In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or adminis- trative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ~ facto exist in the office of the Paying Agent O~ Registrar, as the case may be, and a succes~or shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successur Paying Agent or Registrar, the Tnlstee, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without fur- ther act, supersede the predecessor Paying Agent or Registrar. SECTION 11.21. Oualifications of Successor Paying Agent o:z:: Registr~. Every successor Paying Agent or Registrar (a) shall be a commercial bank or trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by the Indenture and (iii) capable of meeting its obligations here- under, and (b) shall have a combined net capital and s~rplus of at least $50,000,000. GTH\HARRIS\ 15784. 01\12/26/96 - 73 - 16G jL SECTION 11.22. Judicial Appointment of SUCCeSSl)r Paying Agent or Registrar. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, or and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders. SECTION 11.23. Acceptance of Duties by Successor Paying Agent or Registrar. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder. SECTION 11.24. Successor by Merger or Consolidation. Any corporation into which any Paying Agent or Registrar hereunder may . be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, shall be the successor Paying Agent or Registrar under the Indenture without the execution or filing of any paper or any further act on the part of the parties thereto, anything in the Indenture to the contra:-l notwithstanding. [END OF ARTIC~E XI] - 74 - GTH\HARRIS\15784.01\12/26/96 l6G t ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWh~RSHIP OF BONDS SECTION 12.01. Acts of Bondholders: Evidence of Ownership of Bonds. Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bon~~oldera in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be provided by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Issuer, Trustee, Paying Agent or Registrar in pursuance thereof. [END OF ARTICLE XII] - 75 - GTH\HARRIS\1578A.Ol\12/26/96 16G 1 ARTICLE XIII AMENDKENTS AND SUPPLEMENTS SECTION 13.01. Amendments and Supplements Without Bondholders' Consent. This Indenture and any then existing indenture supple- mental hereto may be amended or supplemented, from time to time, without the consent of the Bon~'olders, by a supplemental indenture authorized by a Certified Resolution of the Issuer filed with the Trustee, for one or more of the following purposes: (a) to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issueri (b) for any purpose not inconsistent with the terms of this Indenture, or to cure any arr~iguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of this Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders; (c) to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the County or any department, agency or branch thereof, or any other unit of government of the State or the County; provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond Counsel stating that such conveyance ehall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and (d) to provide for the issuance of Refunding Bonds. SECTION 13.02. Amendments With Bondholders' Consent. This Indenture may be amended from time to time as set forth below, except with respect to (a) the interest or principal payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article Xln and (d) the security provisions hereunder or under any indenture supplemental heretQ, by a supplemental indenture approved by the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding; provided, however, that no amendment shall be made which adversely affects one or more but less than all Series of Bonds without the consent of the Owners of at least a majority in aggregate principal amount of the then Outstanding Bonds of each Series so affected, and no amendment shall be made '..thich affects the rights of some but less than all of the Outstanding Bonds of each Series so affected. Amendments with respect to items (a), (b), (c) and (d) of this Section 13.02 shall be effected only with - 76 - GTH\HARRIS\15784.01\12/26/96 16G 1 the consent of Owners of all Outstanding Bonds of each Series affected by such amendments. SECTION 13.03. ~tee Authorized to Join in Amendments &nd Supplements; Reliance on ~ounsel. The Trustee is authorized to join in the execution and delivery of any supplemental inde~.ture or amendment permitted by this Article XIII and in so doing may request and rely on a written opinion of Counsel that such supplemental indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done. [END OF ARTICLE XIII] - 77 - GTH\HARRIS\15784.01\12/26/96 16G 11 ARTICLE XIV DEFEASANCE SECTION 14.01. Defeasance. When interest on, ar.d principal or Redemption Price (as the case may be) of, the Bonds or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (the "Escrow Agent") moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds or por- tion thereof to be defeased, and (ii) any other sums payable here- under by the Issuer, the right, title and inte~est of the Trustee with respect to such Bonds or portion thereof to be clefeased shall thereupon cease, the lien of the Indenture on the Pledged Revenues, and the Funds and Accounts established under this Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release the Indenture as to such Bon3s or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Funds and AccounLs upon the defeasance in whole of all of the Bonds. SECTION 14.02. Deposit of Funds for Payment o~~. If the Issuer deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvestl~d, will, as confirmed by a verification report, provide sufficiHnt moneys to pay the principal or Redemption Price of any Bonds becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be ~eimbursed or paid under Section 14.01 hereof, interest on such Bonds shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds shall likewise cease, except as hereir.after provided; provided, howe'fer, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form~ satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of such Bonds - 78 - GTH\KAR~rS\15784.01\12i26/96 16G 1 at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds. Thereafter such Bonds shall be deemed not to be OUtstanding hereunder and the Owners of such Bonds shall be restricted exclu- sively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. Upon request of the Trustee, the Issuer shall obtain an opinion of a law firm with expertise in the field of tax-exempt municipal bonds that, upon payment or provision for payment as aforesaid of the Bonds to be paid, the same shall no longer be deemed Outstanding. Money so deposited with the Escrow Agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating tha':. the money remaining unclaimed will be returned to the Issuer after a speci- fied date. [END OF AF.TICLE XIV] - 79 - GTH\HARRIS\15784.01\12/26/96 16G 1 ARTICLE XV MISCELLANEOUS PROVISIONS SECTION 15.01. Limitations on Recourse. No personal recourse shall be had for any claim based on the Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. The Bonds are payable solely from the Pledged F.evenues, and any other moneys held by the Trustee under the Indent.ure for such purpose. There shall be no other recourse under the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it. SECTION 15.02. Payment Date~. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Pric~ need not be made on such date but may be made on the next succeecing Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Eusiness Day. SECTION 15.03. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person ot~er than the parties hereto and the Holders of the Bonds. SECTION 15.04. Illegal Provisions Disregarded. If any term of the Indenture or the Bonds or the application thereof for any reason or circumstances shall to anv extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision hereof and thereof shall not be valid and enforced to the fullest extent permitted by law. SECTION 15.05. Substitute Notice. If for any reason it shall be impossible to make duplication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall ~onstitute a sufficient publication of such notice. SECTION 15.06. Notices. Any notice f demand, direction, request or other instrument authorized or required by the Indenture to be given to or filed with the Issuer or the Trustee shall be - 80 - GTH\HARRIS\15784.01\12/26/96 16G 2. deemed to have been sufficiently given or filed for all purposes of the Indenture if and when personally delivered and receipted for, or sent by registered United States mail, return receipt requested, addressed as follows: (a) As to the Issuer - Heritage Greens Community Development District 10300 N.W. Eleventh Manor Coral Springs, Florida 33071 Attention: District Manager (b) As to the Trustee - First Union National Bank of Florida First Union Financial Center, 14th Floor Corporate Trust Department [FL 6065) 200 South Biscayne Boulevard Miami, Florida 33131 Attention: Vivian C. Cerecedo Any of the foregoing may I by notice sent to each of the others, designate a differ:-ent or additional address to which notices under the Indenture are to be sent. All documents received by the Trustee under the provisions of the Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing. SECTION 15.07. Controlling Law. The Indenture shall be governed by and construed in accordance with the laws of the State. SECTION 15.08. Successors and Assigna. All the covenants, promises and agreements in the Indentvre contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. SECTION 15.09. He90ings for Convenience Only. The table of contents and descriptive headings in the Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 15.10. Counterpart~. This Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. - 81 - GTH\HARRIS\15784.01\12/26/96 166 1 SECTION 15.11. Appendices and Exhibits. Any and all appendices or exhibits referred to in and attac~ed to this Indenture are hereby incorporated herein and made a pa:~t hereof for all purposes. IN WITNESS WHEREOF, Heritage Greens Community Development District has caused this Indenture to be executed by the Chairman of its Board and its corporate Real to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and First Union National Bank of Florida has caused this Indenture to be executed by one of its Vice Presidents and its seal to be hereunto affixed, attested by an authorized officer, all as of the day and year first above written. HERITAGE GREENS COMMUNITY DEVELOPMJ:.'NT DISTRICT [SEAL] Attest: By: Chairman, Board of Supervisors Secretary, Board of Supervisors FIRST UNION FLORIDA, as Agent and Registrar NATIONAL Trustee, BANK OF Paying (SEAL] By: Authorized Officer STATE OF FLORIDA SS: COUNTY OF On this day of , 199__, before me, a notary public in and for the State and County aforesaid, personally appeared and , Chairman and Secretary, respectively, of the Board of Supervisors of Heritage Greens Community Development District, who acknowledged that they did sign the foregoing instrument as such officers, respectively, for and on behalf of Heritage Greens Community Development District; that the same is their free act and deed as such officers, respectively, and the free act and deed of Heritage - 82 - · GTH\HARRIS\15784 01\12/26/96 166 L Greens Community Development District; and that the seal affixed to said instrument is the seal of Heritage Greens Community Development District, that the persons are personally known to me or produced as identification and did/did not take an oath. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My Commission expires: (Print or type name of Notary) Notary Public, State of Florida [NOTARIAL SEAL] - 83 - (i TlI\K.IAA IS\ 15784 01\12/26/96 16G 1 STATE OF FLORIDA SS: COUNTY OF On this day of , 199 , before me, a notary public in and for the State and County-aforesaid, personally appeared Vivian Cerecedo, a vice president, of First Union National Bank of Florida, as Trustee, who acknowledged that she did sign said inst~ument as such officers, respectively, for and on behalf of said corporation; that the same is her free act and deed as such officers, and the free act and deed of said corporation; and that the seal affixed to said instrument is the seal of said corporation, who is personally known to me or produced identification and who did not take an oath. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. .My Commission expires: (Print or type name of Notary) Notar/ Public, State of Florida [NOTP.RIAL SEAL] - 84 - GTH\HARRIS\15784.01\lZ/Z6/9t 16G 1 F-nrYBIT A LBGAL DBSCRIPTION OF HERITAGB GREENS COMMUNITY' DEVELOPMENT DISTRICT The present boundaries of Heritage Greens Community Development District are as follows: THE BOUNDARIES OF HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT HAY BE EXPANDED OF.. CONTRACTED IN ACCORDANCE WITH THE PROVISIONS OF CdAPTER 190, FLORIDA S~IllIF~. A-l GT~\HARP.!S\1578( 01\12/26/96 G1H\HARRIS\15784.01\12/26/96 RnI'IBIT B DESCRIPTION OP THE PROJECT B-1 16G 1 16G 1 EXHIBIT C [FORM OF BOND] R- $ UNITED STATES OF AMERICA STATE OF FLORIDA HERITAGE GREENS COMMUNITY DEVELOPMENT DIS~~ICT SPECIAL ASSESSMENT BOND, SERIES 1997 Interest Rate Maturity Date Date of Original Issuance. 8.25\' May 1, 2018 January 1, 1997 Registered OWner: Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS that Heritage Greens Co~munity Development District (the "Issuer"), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof at the corporate trust office of First Un~on National Bank of Florida, in Miami, Florida, as paying agent (said First Union National Bank of Florida, Miami, Florida and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent" ), the principal sum of DOLLARS ($ ) with interest thereon at the Interest Rate specified above payable semi-annually on each May 1 and Noven~er 1 while this Bond is Outstanding, commencing on May 1, 1997. Principal of this Bond is payable at the corporate trust office of First Union National Bank of Florida, located in Miami, Florida, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by First Union National Bank of Florida, as Registrar (said First Union National Bank of Florida and any successor Registrar being herein called the "Registrar") at the 'iTH\HAAR IS\ 15734,01 \ 12/26/96 C-l 16G 1 close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "'Record Date"). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hl~reof to which interest has been paid, unless the date of authentic.ition hereof is a May 1 or a November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to May 1, 1997, in which caE:le from January 1, 1997, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below) . REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE S~.ME EFFECT AS IF SET FORTH ON THE FRONT SIDE HEREOF. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSu~R ?AYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE &~ NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, THE TAXING POWER, NOR THE POWER TO LEVY ADDITIONAL NON AD VP..LOREM SPECIAL ASSESSMENTS OF THE ISSUER, COLLIER COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR TrtE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, COLLIER COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDI'/ISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTOR~ PROVISION OR LIMITATION. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, Heritage Greens Community Development District has caused this Bond to be signed by the facsimile GTH\HAAAIS\15784.01\12/26/96 C- 2 loG 1 signature of the Chairman of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretary of its Board e,f Supervisors, all as of the date hereof. HERITAGE GREENS COMMUNITY DEVELOPMENT DISTRICT (SEAL) By: Chairman, Boar1 of SupervisoI's Attest: By: Secretary, Board of Supervisors G1H\HARR IS'. 15784.01\12/26/96 C-3 16G 2.' CERTIFICATE OF A~ICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture. Date of Authentication: First Union National Bank of Florida, as Trustf~e By: Authorized Officer I I GTH\HARRIS\15784.01\12/26/96 C-4 16G 11 (Back of Bond] This Bond is one of an authorized issue of Bonds of Heritage Greens Community Development District, a community development district duly created, established, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the "Act") designated as "Heritage Greens Community Development District Special Assessment Bonds, Series 199711 (the "Bondsl1), in the aggregate principal amount of Six Million Dollars ($6,000,000) of like date, tenor and effect, except as to number. The Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, for the purpose of (i) planning, financing, acquisition, construction, equipping and installation of certain improvements permitted under the Act as authorized by the Issuer (the "proj ect"), (ii) making a deposit into the Debt Service Reserve Fund in the amount of the Debt Service Reserve Requirement, (iii) funding capitalized interest, and (iv) paying the costs of issuance of the Bonds. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Tnlst Indenture dated as of January 1, 1997, (the "Indenture"), by and between the Issuer and the Trustee, executed counterparts of which are on file at the corporate trust office of the Trustee in Miami, Florida. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, of non-ad valorem Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under ~he Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the registered owners of a majority in aggregate principal amount of the Bonds outstanding, and as to ather rights and remedies of the registered owners of the Bonds. The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. Notwithstanding the foregoing, any registered owner of this Bond shall have the right GTH\HAP~IS\15784.01\12/26/96 C-s 16G 2. to enforce the Issuer's covenant of continuing disclosure as per Section 9.33 of the Indenture. It is expressly agreed by the registered owner of this Bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, Collier County, Florida, the State of Florida or any political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, Collier County, Florida, the State of Florida or any political subdivision thereof, for ~he payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Special Assessments to be assessed and levied by the Issuer as Bet forth in the Inoenture. By the acceptance of this Bond, the registered owner hereof assents to all the provisions of the Indenture. This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non ad valorem assessments in the form of Special Assessments to secure and pay the Bonds. The Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All pay- ments of the redemption price of the Bonds shall be made on the dates specified below. If less than all the Bonds are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be called for redemption by lot. Partial redemption of Bonds shall be made in such manner that the remaining Bonds held by each Bondholder shall be in Authorized Denominations. Optional Redemption The Bonds are subject to redemption at the option of the Issuer in whole at any time on or after May 1, 2007, or in part on any Interest Payment Date on or after May 1, 2007, at the redemption prices (expressed as percentages of principal amount to be redeemed) set forth below, plus accrued interest to the redemption date, upon notice from the Issuer to the T=ustee as set forth in the Indenture. Redemption Period (Both Dates Inclusive) May 1, 2007 through April 30, 2008 May 1, 2008 through April 30, 2009 May 1, 2009 through April 30, 2010 May 1, 2011 and thereafter Redemption Price 103% 102% 101% 100% GTH\HARRIS\15784.01\12/26/96 C-6 Mandatory Sinking Fund Redemption 166 1, The Bonds are subject to mandatory sinking fllnd redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of loot of their principal amount: plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to optional redemption as set forth above or purchased and cancelled pursuant to the provisions of the Indenture. XUl.: 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Principal Amount of Bond8 to be Paid $120,000 $135,000 $145,000 $155,000 $170,000 $lB5,OOO $200,000 $220,000 $235,000 $255,000 .Iu.1.: 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Principal Amount of Bc)nds to be Paid S2BO,OOO $305,000 $330,000 $360,000 $390,000 $425, ('00 $460,COO $500,COO $540,000 $590,000 ~a~rdinary Manaatory Redemption in Whole or in Pa~ The Bonds are subject to extraordinary mandato~ redemption prior to maturity by the Issuer in whole, on any date, or in part, on any interest payment date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redElmption date, (i) from moneys deposited into Prepayment Account of the Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands within thirty (30) days after the completion of the Project and acceptan.::e thereof by the Issuer in accordance with the provisions of the Indenture i (ii) from moneys deposited into the Prepayment Accoun~ in the Bond Redemption Fund following the payment in full or in part of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments at any time subsequfmt to thirty (30) days after the completion of the Project in accordance with the provisions of the Indenture, or as the result of any fore- closure, sale of tax certificate or other remedial act:ion for non- payment of Special Assessments; (iii) following condemnation or the sale of any portion of the District Lands to a governmental entity under threat of condemnation by such governmental entity and the payment of moneys by such governmental entity to the Trustee for deposit into the Prepayment Account in the Bond Redemption Fund in order to effectuate such redemption; (iv) from excess moneys in the GTH\HARRIS\15784.01\12/26/96 C-7 16G 1 Construction Fund transferred to the Prepayment Acco~nt in the Bond Redemption Fund pursuant to the Indenture after completion of the Project, as evidenced by the certificate of the Consulting Engineer and the District Manager; and (v) from moneys, if any, on deposit in the Prepayment Account in the Bond Redemption Fund following the damage or destruction of all or substantially all of the Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable; provided, however, that at least forty-five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date specified in (v), above, and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable. Notice of Redemption The Trustee shall cause notice of redemption to be mailed at least thirty but not more than sixty days prior to the date of redemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice or the mailing thereof shall not affect the validity of the redemption of :he Bonds for which such notice was duly mailed in accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the principal corporate trust office of the Paying Agent and if moneys are available to pay principal and interest on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed t:; be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. For all redemptions other than mandatory sinking fund redemptions, if the amount of funds so dE~posited with Lhe Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided in the Indenture. The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in Miami, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in r,TH\HARRIS\157~.01\12/26/96 C-8 16G 1 person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of trans- ferring or exchanging Bonds is exe~cised, the Issuer shall execute and the Trustee or such other a'lthenticating agent as may be appointed by the Trustee under the lndenture shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggre- gate principal amount in accordance with the provisions of the Indenture. There shall be no charge for any such exchange or transfer of Bonds, but the Issuer may require payment of a sum sufficient to pay any tax, fee or other governmental charge imposed. Neither the Issuer nor the Registrar shall be required (a) to transfer or exchange Bonds for a period of 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bond called for redemption in whol~ or in part. The Issuer, the Trustee, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other ~~iting thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. 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 ,:md have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable the=eto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this 30nd is one, is in full compliance with all constitutional and statutory limitations or provisions. GTH\~ARKIS\15784.01\12/26/96 C-9 166 1 STATEMENT OP VALIDATION This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Twentieth Judicial Circuit of Florida, in and for Collier County, Florida, rendered on the 29th day of April, 1994. Chairman Secretary ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with rights of survivorship and not as tenants in common UNIFORM GIFT MIN ACT Custodian (Cust) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. GTh\HARRIS\ 15784. 01\ 12/26/96 C-10 16G 1 ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned sells, assigns and trans- fers unto (please print or typ8Write name and address of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints At torney to registration premises. transfer thereof, the wi thin Bond on with full power of the books kept substi.tution in for the Signature Guarantee: NOTICE: Signature (s) mu'st be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE: The sig~ature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Please insert social security or other identifying number of Assignee. GTH\HARRIS\157B4.01\12/26/96 C-11 EXHIBIT 0 16G 1 FORM OF REQUISITION The undersigned, a Responsible Officer of Heritage Greens Community Development District (ehe "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Trust Indenture between the District .:md First Union National Bank of Florida, as trustee (the "Trustee"), dated as of January 1, 1997 (the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such terms in the Indenture) : (A) Requisition Number: (B) Name and address of Payee: (C) Amount Payable, including total obligati:m, any amount previously paid and the unpaid balance: (D) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments) : (E) Fund or Account disbursement to be made: and subaccount, if an'l . , from which The undersigned hereby certifies that obligationfl in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the Construction Fund or the Account or subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and construction of the Project and each represents a Cost of the proj ect that is due and has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will net be released simultaneously with the payment hereof. GTH\HAPRIS\15784.01\12/26/96 D-l 16G 1 The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain and that the work to which the payment relates is satisfactory to the District (which satisfaction may be based upon a certificate of the Consulting Engineer) . Attached hereto are originals of the invoice(s) from the vendor of the property acquired or services rendered with re:spect to which disbursement is hereby requested. HERITAGE COMMUNITY DISTRICT GREENS DEVELOPMENT By: A Res~)nsible Officer CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE AND NON-CAPITALIZED INTEREST REQUESTS O!rLY If this requisition is for a disbursement other than costs of issuance of the Series 1997 Bonds or payment cf capitalized interest, or a requisition presented on the ~ate of: closing of a Series of Bonds, the undersigned Consulting Engineer hereby certifies that (a) this disbursement is for a Cost .,f the Project and is consistent with the applicable acquisition or construction contract for the portion of the Project with respect to which such J.isbursement is being made, (b) the Consulting Engineer approves the requisition, (c) the amount requisitioned is due and unpaid, (d) that, insofar as the payment is to be made for w'Jrk, material, supplies or equipment, the work has been performed and the material, supplies or equipment have been installed .is part of the Project or any portion thereof or have been delivered either at the proper site or at a proper place for fabrication and are covered by the builders' risk insurance; (e) aLl approvals and permits for acquisition, construction, reconstruction, installation and equipping of the Project have been obtained or can reasonably be expected to be obtained in a timely fashion from all applicable Regulatory Bodies, and (f) that all work, material, supplies and equipment for which payment is to be made are, in the signer's opini.on, in accorda:lce with the plans and specifications or duly approved change orders. CONSULTING ENGINEER By: Its: GTH\HARRIS\15784.01\12/26/96 D-2 16G 1 GTIf\HARRIS\15784.01\12/26/96 D..3 16G 1 EXHIBIT C FORM OF BOND See Exhibit C to the Trust Indenture 14 16G 1 BXBIBIT D PULIXINARY LDfiTBD OFPBRING MEMORANDOlI 15 ~ .; .g j' ~ .! Q ~ ~ .. .. ... (t Q ~ ~..-.! "'S'~.; ;-0'1: Ii Ii .. ~ ~ I ~.~ .~ l ~:i .l ~ ~ 1 tt ... r: ~ ~ .f j .1 .~ ~.} ; .r ! Dated: ~bcr I, 1996 ~~l fl- ~.} 1- l~ ;5 oS i ;- ~ ~'I ~ . ~ .. l.~ ~ "C ., ~ .. ts , ~ & jH t I ~ .~ ~ ! l:l ~ ~ c il ~t-<< a ... .=- ~1 ~ I: .S .! ~J oAtl! l ~. .$ s .l, .!]. i' ~ ." .1 ~:i i~ ~ J I .s' -~ a ';I~ 1--.1 r~i' ~.~ ~ g ~ t ~l1S ~~' g. 1i . !!l 15': I: ...J1dl/Y of IN BONJz -.J 1M cclwlabday of IIWren I~ frr- r-ou __ for fuluo/ ....- Ialr~. c_ ~ -... wtl1 btt parud Wf>O" fi>' 1M 0'''' ~ ~by o""",,",NtIbars. Grblm"~ 1'..4.. T-.ptI. FIt1ndta: fOf" 1M Dutnc1 by 10 CQII""el. T/lIIIlf. _~",,,, V~ 1'..4.. NapuJ. Flcndo. "! .l -; ~ tJNIfi>' 1M Trsul" by ta ~l. Hollt:Itd" KNrlw. M""",~ FIDnda. /lis 1Dl:p<<1'" lhaI IN Borttb ...u btt .,--'... booIt--, to- rJrotIrh 1M foclltllCJ ofTM ., -: b ~ D<<pc.Mry Trwn C_ptI1f1. Nr-t rort. Nr-t Ton 001 Of" ~ o.c-'- . /996. ~ ~ ~~ 1i~} ~ ,1996 William R. HouSh &. Co. i 1.1 ~ ." , ~~ ~ · p..,..1;.,.,.,;'M'~~ ':,''';,.,.....n ..."'..,..,,,. PRtUMlNARY LlMlTID OFFERING MI.MORAN1>UM DATED NOVEMBER 17, 1"1 6 G 1 I" the ~ r;fBarw/c-wJ. -.. ~ WlIh ImtlrW 1I4lIlU. rrrwJ4I-. nJ"", _ -" .1'_. ~n .", 1M BtIftIb "cc__J tr- fmU ,~ po fedvd -.-rrar f1'I'TiO'& H_. - "7 a MUtm. ~", for" GucrlplIOtt l1{tM 1'-<< tIll.mt:lltw ..._ rar OIl ~ ortd """'" tXhtcr ftdlrol. IDZ CQN~ af ~ht;t ofrJw BcwJs. n. BONb hDvw I>MI dulf"lOlU by I. Dutnc1 tI! .t(tIIJI('lCfl t= -Ft obi".... _11m lire --.,"# cf Smoc,f1 J6Jfb)(J; of IN C.. ," _rut QOI which ..., k ucb.1.:JU tr- 1M ~1OIf ~ af <:P'".mn "f-1fJJ l1If1:tWl_..".,.. tMJ _ *fINJ .... S<<-I_ ](JHb) c{1"- C<<Ic. BorrdC-lIl uj'knn.. afl"" Of'",1OPI I~ 1M Bontb QN/ 1M /7Wr'Ut 1"'"- Of"UU"'J1fft'o-l_- ""'*' rJw '-of 1M SItJu t1(FIcnda. UHpt <n "U>I:1U -.. """ "'-..-- byC},Qpetr 2]0, F1.c:tndo SlGM#s. .... 1IlI'n-uf, utt:".,. or profiu.... tJ.M ohll,tJt.ON ~ by corponIl_.. dtif_d,.. CI'frapf., ] 10 N~ Issue ~QW.y 56,000,000* HERITAGE GREENS COM~IUNITY DEVELOPMENT DISTRICT (CoUier County, Florida) Special Assessment Bonds, Series 1996 Due: May I (u.bcnvD below) 1M BondI .. ...... aNy _1ItDY reciUnd Cona. widaooIl ~ _ --.......... ~ $$,000 _ ialqnI..Jtip1a ill _ ~ ~ ~ lIpOll initial ---. d. B-a will be a&ncIlo iaNal ~ ill . ..au- .......... priaeipeI___ ~ 51 00.000. n. B-a 'Il"iJJ tar ___ . 1M fiud ,... ICl u.nh bciow. CIIiclaIIIIId c:...... at.36OodIIy ~ 0C1IIIp'iIId dr-dw ~ --.. ~... ,.,. c:. acb M..y 1 _ ~ 1., ~ Moy I. J m. The 8coldI. ..... ..... wi1I be ~ _ 1M _ ~ c.do ... Co., . B oedo ........ ed ........ (01 1M Dopooicory T...... c.....,. ("OTC). New Y ark, New Y cd. ~ ~ bcMfio:W __ _ !hi &adI will be ..... ill book..". CAlly (-. "'- ...". priacipll ~ _ ....... . ... ~ wiD be pIIicS by Fin! LiDon NatiOtUll Bft t:tl f'Icrida, ~ F1oricla. . ~ (... "7_") cIirecdy lo Me . !hi ,..., __ dllnal o;.n... .. ~... ~ lo dlc DTe f'1I1icipns ;. o.l'IIIplIlIIibil clUTC _ 4Wb.. ~ IUdl ~ lo !hi beIlcIiciaI 0WMn iI dIa rIIIpCIIlaibiJiry ~DTC Par1iciplna _ 1M 1DcIind Pwti--~ MIIICft iIIIy ~ --. Ivtt.-a- M. ___ __ ~. Boad _ ...... _ _ willil. br'*- 01...... ._ iI, GI' _ *-tf>, . OTe Pl<"1Jciponl lo rocc1w ~ ~ 1M priDcipol at _ ___ CIa Adl 8oDd. See -o-ripc.iaa ~ d. B-a - Book-Entry 0ILIy 5,.-- IMnia. The Ba>do .. bcint -- by Haitap Or-. C4ammify o.-JopmcaI Dislricc (tha "Diolrict"}... ed ...-lo!hl 1:1Iif_ C '1) ~1opIICDI. Diottict Aa at 1910, ~ 190, F1arida 51--. II -.dod (tt. .Arr) and. Tl'lIIIl ~ da&ed . ~o-.bcr 1. 1996 (d. .,..,....."). hm tha ~ lo tha T_. ~ B<lIlCII .. t>qIIIlly -S I'II&IIbIy IIC:nd ... !he Iadt.nIIn by . ,... I. IIpCll1 ed pWp at IpCCiAJ -.mIa (d. "SJeNI .a" I""} apoa led wilhia the Diolrict opccia/Iy "-f"dSIDd by ccnaia ..... -"or. ;...,.. w I A IlLU lo be acqWacI. -.r:rucud -S aquippecl by !be 0iIcricc 60.. dIa proo.dI ~!he 8CIIIdc (. BCR poinicuI...-ty dacn"bed -=. dlc '"Prc;acIj. n.c &DdI.. ~ -....t by _ 011 cIcpooit _!hi r-dled....-.. GCIlo:r dI.a the Rcbu FWld ...t rhc Coota t:tl r- ~ :naud ~ lo d. bIdc:Ian (1M "Plcdpd F..do"). ,,-,. CUpcer ..,. F1er1da lk--.1lM........,..." lie tlft"rrft fa -lM'n"I4lta4 __..,- wtdIIa elM _... .rCUptu511, FMrW. Su-IDt.. ..d tlM 1'111" ,.11l Il.V'" tt...._Jcr. T1w........ eollpet 1e.,et.uJ. .......at...,.wac r...... ~~........., n4...,a.- ,.,....,. -u,-. - .... rally hwriba4 ......... NEfIHER TIlE BONDS NOR tHE INTEREST AND PREMIUM, IF ANY, PAYABLE 11IE1lI0N SHAll. CONSTITUTI A GENERAL OBUGA TION OR GENERAL INDEBTEDNESS OF nn: DISTRICT wmnN TIn: MEANING OF 1lIE CONSTITUTION AND LAWS OF FLORIDA. llIE BONDS AND nn: INTEREST AND PllMIUM. IF ANY, PA Y ABLE lHIRION DO NOT CONSTITUll: EIllfIR A PLEDGE OF 1HI FUU. FArm AND CREDrr OF THE DISTRICT OR A I.lEN L'PON ).Ny PROPERTY OF THE DISTRICT 01HIR 1HAN AS PROVIDED IN lHI INDENTURL NO OWNER OR ANY 0TIIEll PERSON SHAlJ.. EVER HAVE nm RIGHT TO COMPEL nn: I.XIRClSE OF ANY AD VALOREM TAXING POWER OF 11iE DISTRICT OR ANY OTIIER PUBUC AUTIiOllITY OR GOVERNMENTAL BODY TO PAY TIrE PRINCIPAL OF, OR INTEREST AND PREMIUM, IF ANY, ON THE BONDS OR TO PAY ANY onIIR AMOUNTS R.EQtJIRI.D TO BE PAID PURSUANT TO lHE INDENTURE OR TIn: BONDS. RATHER, All. SUCH AMOUNTS SHAlL BE PA Y ABU SOUL Y FROM, AND SHAU BE SECURED SOUL Y BY, lHE PLEDGED RIVENUES (AS DEFINE.D IN 11{E INDENTURE) AND THE PLEDGED fUl'oI'DS (AS DEFINED IN THE INDENTUllI) AU AS PROVJDED llIERIIN. MA TURlTY SCHIDULI $6,000.000 ~. Term 8OIId. doe May 1,2016 (price: %) (accrued l.aterat to be added) n. BONb en affradp~--. ..ont (ru.tI by dw Dtnncr QN/ 1II:t:q1f.d by rJw U,*TWrfIeI".11IbJ<<11O pnor UIM. ~ oraodif'tcfJt- af'M ojf~r 'CJoovt ttOtw:, -.J 1M -1pI ofdw ."..- af kpllf"y by ~ T'-'r HtJIf'frt-t L1pI1ffR.t>>a " Qw>rrorl. 1'..4.. T IlIlWo&aa. FJonda. BOfttI C avrucL 41 'D IJw .LOU .. No dealer, broker, sales penon or other penon has been authorized by the Heritage Gr<<ns Community Development District or the Underwriter to give Iny information or to make any representations, other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized thereby. This Limited Offering Memorandum does not constitute an ofTer to sell or the solicitation o( an ofTer to buy, nor shall there be any sale of the Bonds by any penon, in any jurisdiction in wbich it is unlawful (or such penon to make such ofTer, solicitation or sale. The information and expressions of opinion herein Ire subject to change without notice, and neitber tbe delivery of tbis Limited Offering Memorandum nor any sale made hereunder sball, under any circumstances, create any implication that tbere bas been DO cbange in tbe afTain of tbe Heritage Greens Community Development District since the date hereof. IN CONNECllON WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECI' TRANSACfIONS WIDCH STABILIZE OR MAINTAL~ THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABll..IZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 16G 1, Table of Contc:ntJ Page Introduction ............................ Description of the Bonds . .. . . . .. . .. . .. . ... 2 General Description . .. .. . . .. .. .. .. ... 2 Redemption Provisions ............... 3 Notice of Redemption ................ 5 Purchase of Boods .. . .. .. .. . .. .. . .... 6 Acceleration . . . . . . . . . . . . . . . . . . . . . . .. 6 Book-Entry Only System . . . . . . . . . . . . .. 6 Flow of Funds .................... . 8 Security for and Source of Payment of Bonds .. 9 Gc:ncral . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9 No Parity Bonds; Parity Liens of Other Assessmc:ms and Taxes . . . . . . . . . . . . .. 10 Reserve Fund .. .. . .. . . . . . .. . . . . .. .. II Enforcancnt and Collection of Assessments....................... 11 Prepayment of Assessments .......... 12 Adjustments to Assessments . . . . . . . . .. 12 Assessmc:nt Methodology ............ 13 Structure of Assessments . . . .. . . . . .. 13 Methodology ............. .......13 BondOwnc:rs'RiskJ .................... 14 The: Project. . . . . . . . . . . . . . . . . . . . . . . . . . .. IS Genc:raJ . . . . . . . . . . . . . . . . . . . . . . . . . .. 15 PI)IIDCIl1 of Certain Costs Incurred by the Landowner for the District . . . . . . . . . .. ) 6 Est.i.rl"..ated Sources and Uses of Funds . . . . . .. 16 The District ........................... I 7 Genc:raJ Information .. .. .. . . . . .. . . ... J 7 Powers ........................... 17 Board of Supervisors . .. .. . .. . .. . . . .. 18 The District Mmager . . . . . . . . . . . . . . .. 19 Outstanding Debt .. . .. .. .. .. .. .. .... 19 The Development. the Landowner and U.S. Home ..... . . . . . . . . . . . . . . . . . . . . . .. 19 Page Tax Matters ........................... 28 Agreement by the State .................. 29 Legality for Investment .................. 30 Suitability for Investment . . . . . . . . . . . . . . . .. 30 Continuing Disclosure. .. ............... 30 Disclosure Required by Florida Blue Sky Regulations ........................... 3 1 Litigation ............................. 3 1 Underwriting. . . . . . . . . . . . . . . . . . . . . . . . . .. 3 I Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 32 Financial Advisor. . . . . . . . . . . . . . . . . . . . . .. 32 Validation. . . . . . . . . . . . .. .............. 32 Legal~ .......................... 32 Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . .. 32 Appendices: A - Report of Coosulting Engineers B- Certain Information Regarding Collier County. Florida C- Form of1odenture D- Proposed Form of Opinion of Bond Counsel E - Assessment Methodology F- Fam of Cootinuing Disdosure Agreement 11 (This page intentionally left blank) 16G 1, 16G 2. Limited Offering Memorandum 56,000,000 Heritage Greens Community Development District (Collier County, Florida) Special Assessment Bonds, Series 1996 Introduction The purpose of this Limited Offering Memorandwn, including the cov(:r page and appendices hereto, is to set forth certain information concerning the Heritage Gree:ns Community Development District (the "District"), in connection with the offering and issuance of its Heritage Greens Community Development District Special Assessment Bonds, Series 1996 (the "Bonds"). The District was created and established pursuant to the Uniform Community De'/elopment District Act of 1980, Chapter 190, Florida Statutes, as amended (the" Act"), as a community development district The Bonds are being issued pursuant to the Act and a Trust Indenture, dated as of December I, 1996 (the "Indenture"), from the District to First Union National Bank of Florida, Miami, Florida, as Trustee (the "Trustee"), and a resolution adopted by the Board of Supervisors of the District authorizing the issuance of the Bonds. All capitalized terms used in this Limited Offering Memorandum that are defined in the Indenture and not defined herein shall have the respective meanings set forth in the Indenture, the full text of which appears as Appendix C hereto. The Bonds are not a suitable investment for all investors (see "Suitability for Investment" and "Bond Owners' Risks" herein). Prospective investors in the Bonds are invited to visit the District, ask questions of representatives of the Landowner and U.S. Home (as each is hereinafter defined) and to request documents, instruments and information which may not necessarily be referred to, summarized or described herein. Therefore, prospective investors should rely upon the information appearing in this Limited Offering Memorandum within the context of the availability of such additional information and the sources thereof. Prospective investors may request such additional information and arrange to visit the District as descnbed herein under the caption "Suitability for J nvestment. " The District was established by Ordinance of the Collier County Board of County Commissioners on July 20, 1993, as amended by Ordinance No. 93-70 enacted on Septenlber 28, 1993, under the provisions of the Act for the purposes of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for community development. The Act authorizes the District to issue bonds for the purpose, among others, of financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping, operating and maintaining water management, water supply, sewer, waste water management, bridges or culverts, district roads, street lights and any other basic infrastructure projects within or without the boundaries of the District. The Bonds are being issued to finance the acquisition and construction of certain assessable improvements as more particularly described in the Report of the Consulting Engineer which appears 16G 1 herein as Appendix A (the "Project"). See "The Project" herein. Proceeds of the Bonds will also be used to fund a Reserve Fund and capitalized interest on the Bonds for a period of approximately twenty-four (24) months. The Bonds arc payable from and secured by special assessments imposed, levied and coUected by the District on land within the District specially benefitted by the Project (the "Special Assessments"). The Indenture provides that no additional bonds or other obligations may be issued on parity with the Bonds or have a senior lien on the Special Assessments and other assets pledged under the Indenture as security for the Bonds (see "Security for and Source of Payment of Bonds," herein). EVEN TI-IOUGH NO PRIOR OR FlITURE BONDS Wll..L BE PAYABLE FROM OR SECURED BY mE ASSESSMENTS PLEDGED AS SECURITY FOR THE BONDS, THE ASSESSMENTS PLEDGED AS SECURITY FOR THE BONDS MAY OVERLAP AND WOULD BE LIENS CO-EQUAL WITH LIENS FOR ASSESSMENfS IMPOSED AND LEVIED BY THE DISTRICT WITH RESPECT TO ADDITIONAL ASSESSABLE PROJECTS AND LIENS (see "Enforcement and Collection of Assessments"). There follows in this Limited Offering Memorandum a brief description of the District, the Project to be constructed and acquired with the proceeds of the Bonds, together with summaries of the terms of the Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and all references to the Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture., the full text of which appears as Appendix C hereto. The information herein under the captions "The Development, the Landowner and U.S. Home -General," "Market for the Development, " and "- the Landowner" has been furnished by the Landowner and the information herein under the captions "The Development, the Landowner and U.S. Home - U.S. Home," including the information incorporated therein by reference, has been furnished by US Home, all of which has been included herein without independent investigation by the District or the Underwriter, and neither the District nor the Underwriter makes any representation or warranty concerning the accuracy or completeness of such information. Neither the Landowner nor US Home makes any representation or warranty as to the accuracy or completeness of information contained herein which has been furnished by any other party to the transactions contemplated hereby. Description of the Bonds General Description The Bonds are issuable as fully registered Bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof; provided, however, that the Bonds will be deliverable to the initial purchasers in denominations 0[$100,000 or integral multiples ofS5,OOO in excess of 51 00,000 The Bonds will be dated December 1, 1996, and, will bear interest from the Interest Payment Date next preceding their date of registration and authentication and will bear interest from the Interest Payment Date immediately preceding the date thereof to which interest has been paid, urness any such Bond is registered and authenticated as of an Interest Payment Date, in which case it will 2 :~ 16G 1 .- - ~ '" bear interest from such Interest Payment Date, or unless a Bond is registered and authenticated prior to delivery to the initial purchaser thereof, in which event such Bond will bear interest from its dated date, or unless, as shown by the records of the Trustee, interest on the Bonds is in default in which event such Bond will bear interest from the date to which interest was last paid on such Bond to maturity or earlier redemption. " :'..t .... "''!~~ *~, j' I -'{':.t' 1.. "". " '~ . -'" . !';:....~..r.: 'J.:::>:>;. The Bonds ",,,ill be initially issued in the form of a separate single certificated fully rr.gistered Bone!. Upon initial issuance, the ownership of each such Bond will be registered in the registration bocks kept by the Trustee in the name of Cede & Co., as Nominee of Depository Trust Company, New York, NeoN York ("DIe), the initial Bond Depository. All of the Outstanding Bonds will be registered in the registration books kept by the Trustee in the name of Cede & Co., as Nominee of DTC (see "Description of the Bonds - Book-Entry Only System"). ~;f~ '::';4~/~".~' ~ i'~' ", jL{~~': : ....;-.."..,1 &t;{.,;:'~ ~:~.(\ ,~~ ~.....--;...~, - :-<"1-.. j '~;l.~{~ '~ ;~~ \!", ..(~, \:{l~l i".; <:'z<; :I~_~;~._",..~ _} \ ..~:!~,-, iYi;tt' . ,.-(of..,.:.. ',~.-:!,j;,~:""J- , ,'. -"" j {': \,'~a' ~~. ~;;~\.t . ~:':";:'.t.. 'f W~0~ ;:~ "~ .:~~.', ! .or- --j.:. : 1~ 4. ;~:~ :I~ ,......I;-:.~" .!~.: .....,$;" :'{.I'''f.i - j:'........:,~~.... ::"'.).. 'i!~ . I .f.-~ ':~~) ;":.. : ,,',::.! ~.~! ._' it;;~~~ ~~f{ ~'i;~ :~f:)~ ': ... ~v ,"--:1 :'(.~':'.';:: '~~Hk~' :;'~{~~,:. ):".~' {i I.....,~v~ /~.":.':. ..~.. With respect to Bonds registered in the registration books kept by the Trustee in the name of Cede & Co" as Nominee of DTC, the District, the Trustee and the Paying Agent will have no responsibility or obligation to any Bond Participant (hereinafter defined) or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee and the Paying Age;rt will have no responsibility or obligation with respect to: (i) the accuracy of the records ofDTC, Cede & Co, or any Bond Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any Bond Participant or any other person other than a Bondholder, as shown in the registration books kept by the Trustee, of any notice with respect to the Bonds, including any notice of redemption: or (iii) the payment to any Bond Participant or any other person, other than a Bondholder, as shown in the registration books kept by the Trustee, of any amount with respect to principal of, premium, if any. or interest on the Bonds. The District, the Trustee and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Trustee as the holder and absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent will pay all principal of and premium, if any, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the registration books kept by the Trustee, or their respective attorneys duly authorized in writing, as provided in the Indenture, and all such payments will be valid and effective to fully satisfY and discharge the Distrit..t's obligations with respect to payment of principal of, premiUIl\ ifany, and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Bondholder, as shown in the registration books kept by the Trustee, will receive a certificated Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions of the Indenture. Redemption Provisions Optional Redemption. The Bonds may, at the option of the District, be called for redemption as a whole, at anytime. or in part on any Interest Payment Date on or after May I, _ (less than all Bonds of such maturity to be selected by lot), at the redemption prices (expressed as 3 'r:' ... . , . , . ... . . ... . 16G 1 percentage3 ofprincipaJ amount) set fonh in the following table plus accrued interest from the most recent Interest Payment Date to tht redemption date: Redemption Periods (Dates I~Mm Redemption PJjces M.andatory RedemuJion o.OIm:1d.1. The Bonds are subject to mandatory redemption m part by the District by lot prior to ~ir scheduled maturity from moneys in the Sinking Fund Account established under the Indenture in satisfuction of applicable Arnonization Installments at the Redemp60n Price of 100% of the principal amount thereot: without premium, plus accrued interest to the Redemption Date, on May 1 of the years and in the principal amounts set fonh below May 1 of the Yea{ Amonization Installment May 1 of the Year Amonization _ Installment The average life of the Bonds based upon the foregoing Amortization Installments is _ years. It is however anticipated that Bonds will be prepaid as Special Assessments are prepaid either in whole or in pan a~ lots are sold. See "Desc.ription of the Bonds - Redenption Pro\1sions _ Extraordinary Mandatory Redemption" below. IfBond'l are redeemed during any Bond Year in an amount which exceeds the Amortization Installment for that Year, the foregoing Amortization Installments will be recalculated so as to8 :,) .'It ~~) .~ ., 4 , ''';. .,1 ~ 16G 1 amonize, as nearly as possible taking into account rounding for Authorized Denominations, the outstanding balance of the Bonds over the remaining tenn thereof. EJ.tnordinary Mandatcry Redemption in Whole or in Part. The Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory redemption plice equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the Bond Redemption Fund following the payment in full of Special Assessments within thirty (30) days after the completion of the Project and acceptance thereof by the District in accordance with the Indenture; Cii) from moneys deposited into the Bond Redemption Fund following the payment in full or in part of Special Assessments as a result of any prepayment of Special Assessments at any time subsequent to thirty (30) days after the completion of the Project in accordance with the Indenture, or as the result of any foreclosure, sale of tax certificate or other remedial action for non-payment of Special Assessments; (iii) following condemnation or the sale of any ponion of the District Lands to a governmental entity under threat of condemnation by such governmental entity and the payment of morleys by such governmental entity to the Trustee for deposit into the Bond Redemption Fund in order to effectuate such redemption~ (iv) from excess. moneys in the Construction Fund transferred to the Bond Redemption Fund pursuant to the Indenture after completion of the Project, as evidenced by the certificate of the Consulting Engineer and the District Manager required by the Indenture; or (v) from moneys, if any, (In deposit in the Bond Redemption Fund pursuant to the Indenture following the damage or destruction of all or substantially all of the Project to such extent that, in the reasonable opinion of the District, the repair and restoration thereof would not be economical or would be impracticable; p:'ovided, however, that at least forty-five (45) days prior to such extraordinary mandatory redemption, the District m:Jst cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable Notia of R~tkmption Notice of each redemption of Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each registered Owner of Bonds to be redeemed at the address of roch registered Owner recorded on the bond register maintained by the Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Trustee, all as provided in the Indenture, the Bonds or such portions thereof so called for redemption wiH become and be due and payable at the Redemption Price provided for the redemption of such Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption will cease to accrue, such Bonds or such portions thereof so called for redemption will cease to be entitled to any benefit or security under the Indenture and the Owners thereof will have no rights in respect of such Bonds or such portions thereof so called for redemption except to rect:ive payments of the Redemption Price thereof so held by the Trustee. Further notice of redemption will be given by the Trustee to certain registered securities depositories and infonnation services as set forth in the 5 16G 1 L1denture, but no defect in said further notice nor any failure to give all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption if notice thereof is gIven as described above. Purchase of Bonds At the written direction of the District, the Trustee will apply moneys from time to time available in the Sinking Fund Account to the purchase of Term Bonds, at prices not higher than the principal amount thereo( in lieu of mandatory redemption, provided that finn purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) will be transferred to the Interest Account of the Debt Service Fund. In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds from the Sinking Fund Account, the District may present to the Trustee Bonds purchased by the District and furnished for such purposes; provided, however, that no Bonds so purchased v.ill be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds for which notice of redemption has been given pursuant to the Indenture. Any Bond so purchased must be presented to the Trustee for cancellation. In such event, the Debt Service Requirements 'Nith respect to the Bonds for the period in which the purchased Bonds are presenH:d to the Trustee \..ill, for all purposes under the Indenture, be reduced by an amount equal to the aggregate principal amount of any such Bonds so presented. Acceleration The Indenture does not permit the acceleration of the principal of the Bonds upon the occurrence ofan Event of Default thereunder. &ok-Entry Only System The Bonds will be available in book-entry form OI~y, in the principal amollnt ofS5,OOO or iL1Y integral multiple thereof. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds purchased. The Underwriters are to confinn original issuance purchases v.ith statements containing certain terms of the Bonds purchased. The Bonds will be held by DTC as securities depository. The ownership of one fully registered Bond as set forth on the cover page hereof, in the aggregate principal amount of the issue, will be registered in the name of Cede & Co. as nominee for DTC. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System. a "clearing corporation" within the meaning of the New York Uniform Commercial Co-de, md a "ctearing agency" registered pursuant to the provisions of Section 17 A of the Secumies 6 16G 11 Exchange Act of 1934, as amended. DIC was created to hold securities of its participants ("DTC Participants") and to facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DIC Participants include securities brokers and dealers., banks, trust companies, clearing corporations. and certain other organizations, certain of which own DIC either directly or through their representatives. Access to the DIC system is also a'vailable to other entitjes such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DIC Participant. Purchases of the Bonds may be made by or through brokers and dellers who are, or act through, DIC Participants. Such DIC Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated bonds, but each DIC Participant will receive a credit balance in the records ofDIC in the amount of such DIC Participant's interest in the Bonds, which will be confirmed in accordance with DIC's standard procedures. The ownership interest of the actual purchaser of each Bond (the "Beneficial Owner") will be recorded in the records of the DTC Participant. DTC Participants are required to provide Beneficial Owners with a written confirmation of their purchase wntaining details of the acquired Bonds. Transfers of ownership interests in the Bonds will be accomplished by book entry made by DTC and by the DIC Participants who act on behalf of the Beneficial Owners. The Irustee will make payments of principal of, premium. if any, and interest on the Bonds to DIe or its nominee, Cede & Co., as registered owner of the Bonds. The curnmt practice of DIC is to credit the accounts of the DIC Participants immediately upon receipt of moneys in accordance with their respective holdings as shown on the records ofDIC. Payments by DTC Participants to Beneficial Owners will be in accordance with standing instructions and customa...-y practices such as t.hose which are now in effect for municipal securities held by DIC Participants in bearer form or registered in "street name" for the accounts of customers, and will be the responsibility of DIe Participants and not the responsibility of DTC, the Trustee or the District, subj(~ to any statutory or regulatory requirements as may be in effect from time to time. The Irustee and the District will send any notice of redemption or other notice only to DTe. Any failure ofDIC to advise any DTC Participant, or of any DIC Participant to notify the Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Bonds called for redemption or of any other action premised on such notice. Redemption ofnportions of any maturity of the Bonds will reduce the outstanding principal amount of such maturity held by DIe. In such event, DTC may implement, through its book-entry systenl, a redemption of Bonds held for the account ofDIC Participants in accordance with its own rules or other agreements with DIe Participants, and then DIC Participants may implement a redemption of Bonds for the Beneficial Owners. NEITHER THE DISTRICT NOR THE TRUSTEE WILL BA VE ANY RESPONSIBILITY OR OBLIGATION TO OTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE BONDS, 7 16G 1 THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPA~T WITH RESPECT TO THE BONDS OR THE PROVIDING OF NOTICE OR PAYMENT TO DTC PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION. The District and the Trustee cannot give any assurances that DTe, DTe Participants or others will distribute payments of principal of, premium, if any, and interest on the Bonds paid to DTe or its nominee, or any redemption or other notices to the Beneficial Owners, or that they will do so on a timely basis or that DTC will serve or act in a manner described in this Limited Offering Memorandum. For ~ery transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to CQver any laY.., fee or other government charge that may be imposed in relation thereto DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the District and the Trustee and discharging its responsibilities with respect thereto under applicable law. In addition, the District may determine to discontinue the use of book- entry transfers through DTC (or any successor securities depository). Under such circumstances, certificated Bonds are required to be delivered as described in the Indenture. In the event that the book-entry only system is discontinued, the following provisions will govern the transfer and exchange of Bonds. Bonds will be exchanged for an equal aggregate principal amount of corresponding Bonds in other authorized denominations and of the same maturity ("Replacement Bonds"), upon surrender thereof at the principal corporate trust office of the Trustee. The transfer of any Bond will be registered on the books maintained by the Trustee for such purpose only upon the surrender thereof to the Trustee with a duly executed instrument of transfer or authorization for exchange in fonn satisfactory to Lie Trustee. For every exchange or transf~r of registration of Bonds, tile District and the Trustee may impose a charge sufficient to reimburse them for any ta,."{ or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge may be made to the Beneficial Owner for any exchange or registration of transfer of the Bonds. The Trustee will not be required to transfer or exchange (i) any Bond during a period beginning at the opening of business fifteen (15) days preceding an Interest Payment Date or five (5) Business Days preceding any date on which Bonds will be selected for redemption, and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (ii) any Bond selected, called or being called for redemption in whole or in part Flow of Funds The Indenture establishes a Revenue Fund into which the Trustee is required to deposit any and all Special Assessments for the payment of Bonds and other payments required under the Indenture, provided, however, that amounts received as prepayment of Special As$l~ssments in excess of the amount required to pay the current Debt Service Requirements on the Bonds Outstanding shall 8 16G 1 be deposited into the Prepayment Account of the Bond Redemption Fund. The Revenue Fund will be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. On or before each Interest Payment Date, the Trustee will transfer from amounts on deposit in the Revenue Fund to the Funds and Accounts designated below, the following amounts in the following order of priority: FIRST, to the Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all Bonds then Outstanding on such Interest Payment Date, less any a..-nount already on deposit in the Interest Account not previously credited; SECOND, to the Principal Account of the Debt Sef\ice Fund, an amount equal to ~he principal amount of Bonds maturing on the next succeeding May 1 plus an amount eqllal iO any deficiency in the Principal Account as a result of an insufficient transfer 0[1 the immedi:uely preceding Interest Payment Date, less any amount already on depoSit in the Principal Account not previously credited; THIRD, beginning on May I, 1999 and on each Interest Payment Date thereafter, to the Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds subject to mandatory sinking fund redemption on the next succeeding May 1 plus an amount equal to any deficiency in the Sinking Fund Account as a result of an insufficient transfer on the immediately preceding Interest Payment Date, less any amount already on deposit in the Sinking Fund Account not previously credited; FOURTH, to the Debt Service Reserve Fund, an amount equal to the amount, If any, which is necessary to make the amount on deposit therein equal to the O<~bt Service Reserve Requirement with respect to the Bonds; and FIFTH, to the Bond Redemption Fund. Notwithstanding the foregoing, if the period between Interest Payment Dates is other than six (6) months with respect to any Series of Bonds, then such transfers will be adjusted ilCCOrdingly so that sufficient moneys will be on deposit in the Funds and Accounts to provide for the timely payment of such Bonds. Security for and Source of Payment of Bonds G~nuaI The Bonds are secured equally and ratably by a first lien upon and pledge of all Pledged Revenues, which include primarily, special assessments imposed in connection with the Project which are levied and collected by or on behalf of the District pursuant to Chapter 170 and Section 190 022 of the Florida Statutes and pursuant to the assessment roll approved by resolutions of the District, 9 loG 1 together with the interest specified in resolutions adopted by the District, the interest specified in Chapter 170, Florida Statutes (1995), if any such interest is collected by or on behalf of the District, and any applicable penalties collected by or on behalf of the District, together with any and ail amounts received by the District from the sale of tax certificates or otherwise from the coilection of Delinquent Assessments (collectively, the "Assessments") The assessment methodology adopted by the District may be obtained from the Distnct upon request. The Bonds are additionally secured bj amounts on deposit in the Funds and Accounts, other thar. the Rebate Fund, created pursuant to the Indenture (the "Pledgf"..d Funds"). NEITHER THE BONDS NOR THE n-ITEREST AJ'ID PREMJUM, IF ANY, PAYABLE THEREON SHALL CONSTlTIJTE A GENERAL OBLIGA nON OR GENERAL INDEBTED?\TESS OF THE DISTRICT WITHIN TIlE MEANING OF THE CONSTITUTiON AND LAWS OF FLORIDA. THE BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAY ABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL F AlTH AATI CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY TIIE PRINCIPAL OF, OR INTEREST Al'ITI PREMIUM, IF ANY, ON THE BONDS OR TO PAY ANY OlllER AMOUNTS REQUIRED TO BE PAID PURSUANT TO TIlE INDENTURE OR THE BONDS. RA TIIE~ ALL SUCH AMOUNTS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE PLEDGED REVENUES (AS DEFINED IN TIlE INDENTURE) AND THE PLEDGED FUNDS (AS DEFINED IN TIlE INDENTURE) ALL AS PROVIDED THEREIN. IN GENERAL, THE TERM "PLEDGED REVENUES" tv1EANS ASSESSMENTS LEVIED BY THE DISTRICT ON CER T AlN REAL PROPERTY LOCATED WITIIIN TIlE GEOGRAPHICAL BOUNDARIES OF THE DISTRICT AND THE TERM "PLEDGED FUNDS" MEANS SUCH ASSESSMENTS TOGE~HER WITH OTHER ~\10UNTS, IF ANY, ON DEPOSIT FROM TIME TO TIME IN CER T AIN FUNDS AND ACCOUNTS CREATED PURSUANT TO THE nIDENTURE No Parity &ntls; Parity Liens of Other Assessments and Taxes Pursuant to the Indenture, the District has covenanted that it will not issue or incur any obligations payable from the proceeds of Assessments nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon the Assessrnents other than the liens created by the Indenture, except for fees, commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to Florida law. HOWEVE~ THE LIEN IN FAVOR OF THE ASSESSMENTS OVERLAPS AND IS CO-EQUAL WITH THE LIEN IN FAVOR OF OTHER ASSESSMENTS WHICH MAY BE IMPOSED BY THE DISTRICT, COLLIER COUNfY, FLORIDA OR OTHER UNITS OF LOCAL GOVERNMENT HAVING 10 16G .1 ASSESSMENT POWERS WITHIN THE DISTRICT AND ALSO TO THE LIEN IN FAVOR OF COUNiY AND MUN1CIP AL TAXES (see "Enforcement and Collection of Assessments") Reserve Fund The Indenture establishes a Debt Service Reserve Fund for the Bonds, which, at the time of delivery of the Bonds, will be funded from the proceeds of the Bonds in an amount equal to the Debt Service Reserve Fund Requirerr.ent, which is equal to ten percent (10"10) of the proceeds of the Bonds (S600,000). Moneys held fer the credit of the Reserve Fund win: (i) be used for the purpose of paying interest or principal on the Bonds whenever amounts on deposit in the Debt Service Fund for the Bonds shall be insufficient for such purpose. At such time as the amount on deposit in the Reserve Fund is equal to, or greater than, the principal amount of the Outstanding Bonds and the remaining interest payable thereon to maturity or prior redemption, all or a portion of the amount on deposit in the Reserve Fund will, at the written direction of an Authorized Officer delivered to the Trustee, be transferred to either the Interest Account or the Redemption Account for the Bonds or both in such amounts as shall be specified in such written direction. Enforcement and Collection of Assessments The District has covenanted in the Indenture to assess, levy, collect or cause to be collected and enforce the payment of Assessments in the manner prescribed by the Indenture and all resolutions, ordinances or laws thereunto appertaining and payor cause to be paid to the Trustee the proceeds of Assessments, as received. While Florida law provides that, subject to cenain conditions, special assessments may be collected in the same manner as county ad valorem taxes, the District intends to collect the Assessments directly, and not on the notice of the Tax Collector, until such time as the lots are platted. Chapter 170.10, Florida Statutes, provides that upon the failure of any property owner to pay the principal of Assessment or the interest thereon, when due, the governing body of the District is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery, commencement of a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or commencement of an action under Chapter 173, Florida Statutes, relating to foreclosure of municipal tax and special assessment liens. It is likely that any action to enforce payment of the Assessments will proceed under the provisions of Chapter 173, Florida Statutes, which provides that after the expiration of one year from the date any special assessment or installment thereof becomes due, the District may commence a foreclosure proceeding against the lands upon which the assessments are liens. Such a proceeding is in rem, meaning that it is brought against the land and not against the owner. After at least thirty (30) days' written notice to any record owner and at least four (4) weeks' prior published notice, a judicial hearing will be conducted in which any interested party may appear and contest the foreclosure; however, any person contesting the assessment or the lien must deposit with the court the amount which such party claims is the amount of any such assessment which is due. Upon a judgment for delinquent assessments, a special master will be appointed to sell the property at public auction, at which sale the District may also bid. Proceeds of any such foreclosure sale are required by the statute to be shared for the payment of state, city, county or other taxes or 11 16G 2. assessments in the manner determined by the special master. THERE CAN DE NO ASSURANCE THA T ANY SALE, PARTICUI..ARL Y A BULK SALE. OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS OTHER DELINQUENT TA..XES AND ASSESSMENTS APPLICABLE THERETO. ANY SUCH DEFICIENCY COULD RESULT IN THE INABll..IlY OF THE DISTRICT TO REPAY, IN FULL, THE PRINCIPAL OF AND INTEREST ON THE BONDS. Subject to certain conditions, Florida law permits special assessments to be collected in the same manner as county ad valorem taxes. It is anticipated that the District will employ this method of collection subsequent to the platting of lots. The statutes relating to enforcmtem of county taxes provide that county taxes become due and payable on November 1 of the year when assessed and constitute a lien upon the assessed land from January] of such year. Credit will be given against the Assessments for capitalized interest funded from the proceeds of the Bonds for a period of approximately 18 months. The Assessments will bear interest on the unpaid principal balance at the rate of the rate of interest on the Bonds, plus one percent until paid. Set "Security for and Source of Payment of the Bonds - Tax Collection Procedures" herein. Prepayment of Assessments Pursuant to the terms of the Act and the Assessment Proceedings, the O'WJ1er of property subject to Assessments may pay the entire balance of the Assessment remaining due within thirty (30) days after the Project has been completed and the Board of Supervisors has adopted a resolution accepting the Project as provided by Florida Statutes, Section 170.09, without interest, and, may prepay the Assessments in whole at any time, and in part one time, if there is also paid, in addition to the prepayment amount, an amount equal to the interest that would otherwise be due on such balance on the next succeeding Interest Payment Date for the Bonds, or, if prepaid during the forty- five day period preceding such Interest Payment Date, to the next succeeding Interest Payment Date. The Bonds are subject to extraordinary mandatory redemption as indicated under "Description of the Bonds - Redemption Provisions - Extraordinary Mandatory Redemption," from such Prepayments at the redemption price of par plus accrued interest to the date of such redemption. The prepayment of installments of Assessments does not entitle the O'WJ1er of the property to a discount for early payment. Adjustments to Assessments Upon completion of the Project, the Assessments will be credited, pro rata. with any excess of the original Assessments over the actual cost (including, without limitation., costs associated with the issuance of the Bonds, the capitalized interest and the Debt SeJ"'y;ce Reserve Fund) funded from proceeds of the Bonds. The Assessment Proceedings permit the Board of Supervisors, under certain circumstances, to credit against the Assessments due on an annual basis excess moneys on deposit in the Revenue Fund, but provide that the Board in determining whether to grant such credits shall 12 be governed primarily by the interests of the Bondholders and if granting such credit could be reasonably expected. to adversely affect the ability of the District to pay principal of, and interest and premium, if any, on the Bonds when due, whether in the year in which such credit is being considered or in any future year, then the Board shall not grant such credit. Assessment Methodology This information regarding assessment methodology was provided by Fishkind & Associates, Inc., the Financial Advisor to the District. The assessment methodology was developed using construction cost estimates and land use areas provided by the District Engineer and a bond par amount and debt service schedule provided by the Underwriter. The Financial Advisor makes no representation or warranty as to the accuracy of the infonnation provided by other parties for inclusion in the Assessment Methodology. Structure of Assessments The Assessments will be payable over a 20-year period with the first payment due in 1996. According to the District's Assessment Proceedings, the owner of the property subject to these Assessments may pay the entire balance either: (i) in full at any time or (ii) partially, one time. Assessments will not exceed the levels sho~n below throughout the life of the bond issue. Based on the construction cost estimates, the approximate maximum Assessment level, exclusive of operations and maintenance Assessment, per residential unit is as follows: Assessment Type YiJJ..a- Annual Total Assessment..Sl,306 Total Capital per Unit". 12,588 Maximum Assessment Executive- E.satc. .c.o..a.lj} S 1,595 $ 1,815 $762 15,373 17,498 7,341 Multifamily $873 8,417 . Based upon current development plan of 529 lots, subject to change based on final platting. Reflects annual Principal and Interest Reflects a one-time only payment of Principal (accrued interest to be added) .. ... These Assessment levels constitute the estimated maximum amounts levied for the anticipated bond debt of the Project and have been adjusted to include the necessary and actual cost of the Tax Collector and Property Appraiser as well as anticipated discounts associated may be lower than shown depending on the actual cost of construction compared with the estimated of construction costs. Methodology The costs of the improvements are allocated to all non-exempt, real property specially benefitted within the District. These costs, relating to the Special Assessment Bonds, are broken 13 16G 1 do-wn into two categories: Road related and all Other Impro\"ements. The anticipated Golf Course Revenue Bonds are allocated only to the golf course property and supported by golf course revenues. Estimated construction costs (and the derived benefits) are to be distributed as follows: ~ Roads Other Improvements Total Construction FUI)~ $1,006,055 $3401 177 $4,407,232 %..of.L2a1 22.83% 77 I T'1o 100.0% Roadway improvements are allocated based on the proportionate acreage of that product type to the total residential acreage. All other improvements are allocated based on equivalent units. The estimated equivalent units for each type of real estate product is the inverse of that unit type's density. In this way aD residential units are treated equally on an acreage basis. All golf course improvements are allocated only to the golf course. FmaDy, the assessments have been adjusted (by dividing by 0.94) to allow for the maximum 4% early payment discount of county taxes and assessments, the estimated 2% of the Assessment charged by the tax Collector to collect the Assessments, and an estimated 2% of the Assessment charged by the Property Appraiser. The complete Assessment Allocation and Methodology report i~; included herein as Appendix E. In addition to the Assessments, the District expects to levy an a'UluaJ Assessment for operation and maintenance of its facilities. Bond Ownen' Risks There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State of Florida., certain of which are desaibed above under the caption "Enforcement and Collection of Assessments." The information appearing under this caption does not purport to summa1ize all risks that maJ be associated with purchasing or owning the Bonds and prospective purch.a:ers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Bonds. 1. Until further development takes place on the land within the District specially benefitted by the Project, payment of the Assessments is entirely dependent upon their timely payment by Heritage Greens Development Limited Partnership (the "Landowner"), which is currently the owner of substantially all of the land within the District benefitted by the Project. In the event of the institution of bankruptcy or similar proceedings with respect to the Landowner or any other subsequent significant owner of property within the District subject to the Assessments, there could be delays in the payment of Debt Service on the Bonds as such bankruptcy could negatively impact -. 14 loG ~ the ability ofthc District to foreclose upon the property. In such event, the interests of the holders of the Bonds would be materially adversely affected. 2. The market value of the land to be benefitted by the Project financed from the proceeds of the Bonds may actually be higher or lower than the assessed value. To the extent that the realized or market value of the land benefitted by the Project is lower than the assessed value, the ability of the District to realize sufficient proceeds upon foreclosure to repay the Bonds may be adversely affected. 3. The Development (hereinafter defined) may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors. In addition, the proposed Development is subject to comprehensive federal, state, and local reg-Jlations and future changes to such regulations. Approval is required from various public agencies in connection with, among other things, the desigT'., nature and extent of required public improvements, both public and private, and construction of the Project in accordance with applicable zoning, land use and envirorunentaJ regulations for the Development. Although no delays are anticipated, failure to obtain any such approvals in a timely manner could delay or adversely affect the Development, which may negatively impact the LandoVtner's desire or ability to develop the Development as contemplated. 4. The willingness and/or ability of an owner of land within the District to pay the Assessments could be affected by the existence of other taxes and assessments imposed upon the property. In addition, other public entities whose boundaries overlap those of the District, such as Collier County, could, without the consent of the owners of the land within the District, impose additional taxes and non-ad valorem assessments on the property within the District. Although the lien of the Assessments is of equal dignity with the liens for taxes upon land, and thus is superior to all other types ofliens, including mortgages, tax increases or the imposition of new taxes by public entities whose boundaries overlap those of the District may render landowners unwilling or unable to make Assessments payments as further affected by the collection method employed by the District in any given year; such failure to pay could adversely affect the ability of the District to make full or punctuai payment of Debt Service on the Bonds. See 't Security for and Source of Payment of Bonds - Tax Collection Procedures" herein. The Project General The Project, more particularly described in the Report of Consulting Engineers, included herein as Appendix A, consists of the construction of stormwater management, water and wastewater and reclaimed water facilities, together with the construction of roadways to service the development within the District. An amount equal to approximately $4,370,000 will be deposited into the Construction Fund, and, together with interest earnings thereon, used to pay the costs of the Project. 15 16G 1 Approvals and submittals for regulatory permits to conunence construction of the Project are detailed in the Report of Consulting Engineers. Reference is hereby made to the Report of Consulting Engineers, the full text of which appears as Appendix A hereto, which is included herein in reliance upon the expertise of the Consulting Engineers in providing engina.'1ing services to units of local special purpose government such as the District. The District will not own or operate a water and wastewater treatment plant. Instead, potable water and sanitary sewer service will be provided to Heritage Greens by Collier County. Payment of Certain Costs Incurred by the Landowner for the District In connection with the acquisition and construction of the Project, the District will pay the Landowner approximately $1,050,000 in repayment of amounts paid or incurred by the Landowner in the acquisition and construction of portions of the Project which und~rtaken in anticipation of the issuance of the Bonds. Estimated Sources and Uses of Funds Sources(l) Bond Proceeds $6 000 000 Total Sources $6,000,000 U ses(l ) Deposit to Construction Fund Deposit to Debt Service Reserve Fund Capitalized Interest(2) Costs of Issuance and Underwriter's Discount $4,570,000 580,000 550,000 250 000 Total Uses $6,000,000 (1) Does not include accrued interest from December I, 1996. (2) Represents interest on the Bonds for a period of approximately one year. 16 16G 1 Tht District General Information The District was established by Ordinance 93-39 adopted by the Board of County Commissioners of Collier County, Florida on July 20, 1993, as amended and supplemented by Ordinance 93-70, adopted by the Board of County Commissioners on September 28, 1993, authorizing the District to exercise recreational powers authorized by the Act. The District encompasses approximately 251.52 acres in Collier County, Florida. As currently zoned, the District will include approximately 400 single-family, zero lot line and mu.Iti-family units, to be developed around an 18-hole championship quality public golf course, which will be financed and owned by the District. Powers Among other provisions, the Act gives the District's Board of Supervisors the authority to (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain: (i) water management and control for lands within the District and to connect Ill)' of such facilities Vlith roads and bridges, (ii) water supply, sev-.'er and waste-water management systems or any combin~tion thereof and to construct and operate connecting intercept or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along. and under any street, alley, highway, or other public place or ways, and to dispose of any effiuent, residue, or other byproducts of such system or sewer system, (iii) bridges or culverts, (iv) roads equal to or exceeding the specifications of the county in which such district roads are located., and street iights, (v) any other project within or without the boundaries of a district when a local government issued a development order approving or expressly requiring the construction or funding of the project by the District, or when the project is the subject of an interlocal agreement between the District and a governmental entity and is consistent with the local government comprehensive plan of the local g.overnment within which the project is to be located; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessment liens as provided in the Act; a'1d (d) exercise all other powers necessary, convenient, incidental or proper irl connection with any of the powers or duties of the District stated in the Act. In addition., if the District has obtained the consent of the local general-purpose government within the jurisdiction of which such power is to be exercised, to plan. establish. acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain additional systems and facilities for parks and facilities for indoor and outdoor recreational, cultural, and educational uses. The District has been authorized to exercise such special recreational power by ordinance of the Board of County Commissioners of Collier County, Florida. The Act does not empower the District to adopt and enforce land use plans or zoning ordinances and the Act does not empower the District to grant building permits, which functions are performed by the County ~g through its Board of County Commissioners and its departments of government. 17 Bocud of Supervisors lbl:i L, The governing body of the District is its Board of Supervisors (the "Board"), which is composed offive Supervisors (the "Supervisors"). The Act provides that at the initial meeting of the landowners Supervisors must be elected v.ith the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors for a two-year tenn. Three of the five Supervisors are elected to the Board every two years in November. At such election the two Supervisors receiving the highest number of votes are elected to four-year tenns and the remaining Supervisor is elected to a two-year term. Four Supervisors normally serve a four-year term while the fifth Supervisor normally serves a two-year term. Until the later of 1998 or the year in which there are at least 250 qualified electors in the District, or such earlier time as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected by vote oftne landowners of the District. Ownership of the land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number). The Act provides that commencing upon the later of 1998 or the year in which there are at least 250 qualified electors in the District, the Supervisors will be elected by the electors of the District in the manner prescribed by Florida law for holding general elections. If there is a vacancy on the Board, the remaining board members are to fill each vacancy for the unexpired term. The current members of the Board, the occupation and the term of each member are set forth below: Name Member of the Board Since Term Expires Occupation Title James M. Reinders. Raymond G. Harris. Charles F. Bailey. Peter R. Comeau... Ralph B. Klass.. Chairman Supervisor Assistant Secretary Assistant Secretary Assistant Secretary 1996 1996 1996 1996 1996 2000 2000 1998 1998 1998 Real Estate DeveJopment Rea1 Estate DeveJopment Real Estate DeveJopment Real Estate DeveJopment Real Estate DeveJopment · Affiliate of Landowner .. Affiliate of Golf Course Developer ... Affiliate of U.S. Home The Act authorizes the Board to hire such employees and agents as it may determine necessary. Young, van Assenderp & Varnadoe, P.A., Naples and Tallahassee, Florida, serves as counsel to the District. The District has retained Greenberg Traurig Hoffman Lipoff Rosen & QuenteI, P.A., Tallahassee, Florida, as Bond Counsel. The District has retained Gary L. Moyer, P.A. as District Manager and Fishkind & Associates as Financial Advisor. 18 I I I I I I 16G 1 Pursuant to the Act, the District has retained Agnoli, Barber & Bnmdage, Inc., Naples, Florida, as Consulting Engineer (the "Consulting Engi:leer"). The District Manager The chief administrative official of the District is the District Manager. The Act provides that the District Manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board. Gary L. Moyer, P.A. serves as District Manager. Mr. Moyer is actively involved in the management of more than 40 special districts throughout the State of Florida, including community development districts, that have collectively issued in excess of $400 million of bonds iJl more than 40 separate financings. Mr. Moyer has served on the Board of Directors of the Association of Special Districts, the 208 Water Quality Board and the Broward County Areawide Clean Water Advisory Board. Ou tstanding Debt The Bonds are the first bonds issued by the District. The Development, the Landowner and U.S. Home The infonnation appearing below under the caption "General" and the infonnation appearing below under the caption "Market for the Development" has been furnished by the Landowner. Such information has not been independently verified by the District or the Underwriter and neither the District nor the Underwriter makes any representation or warranty as to the accuracy or completeness of such infonnation. Neither the Landowner, as to infonnation furnished by U.S. Homes, nor U.S. Homes, as to infonnation provided by the Landowner, makes any representation or warranty as to the accuracy or completeness of such infonnation. General. Heritage Greens is being acquired ~y the Ronto Developments Naples, Inc., a Florida corporation from Heritage Greens Development Corporation for a purchase price of $750,000, subject to a first mortgage in the amount of approximately $5.6 million and subject to certain liens of record in the amount of approximately $2 million. The Lando,-,"ner has entered into a special agreement with the mortgagee, which provides for the acquisition of the first mortgage upon payment of approximately $5 million, and, separate agreements with substantially all of the other lienholders which will result in the extinguishment of such liens for aggregate payments in the amount of $850,000. The foregoing payments for the acquisition of the property by the Landowner will be financed by a first mortgage loan from A vanti Properties, Inc. in the amount of approximately $3.5 million and a participating equity loan from a single purpose affiliate of Prudential Home Investors, Inc. in the amount of approximately $3.0 million (the "Mortgage Loans"). Upon completion of the acquisitio", the Mortgage Loans will constitute the only outStanding indebtedness against the 19 16G 1 property other than the Asse-ssments securing the Bonds and c;ustomarf liens for real estate and other taxes which are not delinquent Heritage Greens is located nonheast of Naples in the Urban Estates Planning Community of Collier County, Florida. Urban Estates consists of 26,147 acres designated in the 1989 Growth Management Plan of Collier County as environmentally tolerant and undeveloped, indicating that such area is appropriate for development. Heritage Greens is a 251.52-acre planned residential development of approximately 550 homesites to be comprised of attached and detached residences, an 18-hold championship public golf course and clubhouse, tennis courts, and several lakes. All residences will be located adjacent either to the golf course or to one of the lakes. The eighteen hole golf course will be jointly owned by the Landowner (or a single purpose affiliate created for such purpose) and an entity owned by Richard L. Klaas, an independent golf course owner and operator. The golf course pannership will be capitalized with (i) a capital contribution from the Landowner in the form of approximately 152 acres of land valued at approximately S I million, (ii) a capital contribution from the Klass entity of S 1.5 million in cash, and (iii) the proceeds of a $3.5 million loan from an unrelated lender specializing in golf course financing. COMPLETION OF TIIE GOLF COURSE IN ACCORDANCE WITH THE PLAN DESCRIBED HEREIN IS A CO"NDITION TO THE OBLIGATION OF U.S. HOME TO TAKE DOWN LOTS UNDER THE OPTION AGREEMENT DESCRIBED BELOW. Market for the Development During the 1980's, Collier County was the fastest growing Urban County in the United States. By the year 2010, the permanent population of unincorporated Collier County's Coastal Urban Area is projected to grow 209 percent from 105,505 persons in 1990 to 325,551 persons in 2010, an increase of 220,046 persons, according to estimates provided by Collier County's Long-Range Planning Department. Heritage Greens is located within an area designated by Collier County's comprehensive growth management pian as the Urban Estates community. The Urban Estates community is the fastest growing Planning Community District (PCD) in Collier County, according to estimates of Collier County's Long-Range Planning Depanment Census estimates project that by 2010, the permanent population of the Urban Estates PCD is projected to grow 413 percent from 4,585 persons in 1990 to 23,280 persons in 2010, an increase of 18,745 persons. Moreover, the Urban Estates has the greatest demonstrated potential for growth of any of the urban-county's planning communities. A total of 16,957 acres or 64.9 percent of the land area in the Urban Estates PCD is "undeveloped, environmentally tolerant" indicating that these undeveloped acres are developable under existing environmental and wetland laws and regulations. Latest available data demonstrates that Urban Estates had 3 I 8.4 total acres zoned commercial, a total of 78.53 acres, or 24.7 percent of the total, was developed for commercial or other land uses by late 1991 and 239.91 acres, or 75.3 percent of the total of 318.4 acres, remained undeveloped at that time. 20 16G 1 It has been estimated that the Urban Estates will achieve an estimated IS-year increase of 4,679 new single~farnily homes (a 132.7 percent gain during the period 1995-2010) and 3,085 of new multi-family units estimated for the same period (a 187.6 percent increase) which v..ill generate a population base derived from the estimated 7,764 new residences to support the accompanying development of commercial acreage predicted Furthennore, Immokalee Road, bisecting both the adjacent North Naples Planning Community, the County's largest PCD in absolute numbers, and the Urban Estates is projected to have a resident population of approximately 100,000 persons by the year 2010 concentrated in an area from the Gulf of Mexico just north of the City of Naples to Interstate 75. Presently, within a 4-mile radius of Heritage Greens are a new elementary school located adjacent to Heritage Greens, a new middle school, North Collier Hospital, a community shopping center, and a community park. Gulf beach access and the Wiggins Pass marina are six miles northwest of tht: planned development. Protbld Type and Target Market. Of Heritage Greens' 251.52 acres, 101 acres will be occupied by an 18-hole golf course and five acres will be used for the clubhouse and tennis courts. Resiliences will occupy 73 acres of which 19 are anticipated to be attached villas (six-plexes), 31 acres are anticipated to be detached single family homes on 55 foot and 60 foot wide lots, and 23 acres are anticipated to be a combination of twin villas and four unit coach homes. Base product pricing (home and lot packages) is expected to range from a low of S 115,000 for the six-plex villas to a high of $203,000 for the 60 foot single family detached homes. Another 51 acres will consist oflakes and wetland preserves, and 22 acres will be used for landscape buffer!;, roads and rights-of- way. The series oflakes will serve not only an aesthetic function, but will also comprise a part of the water management system of the District being financed with the proceeds of the Bonds. The foregoing prices reflect the capabilities of first- and second-time home buyers as well as retirement home buyers. The median income in 1989 of all households in Urban Estates was $45,474, according to the 1990 U.S. Census, which, at the accepted standard of one third of income available for expenditure for housing, means that home buyers at or near the median would be able to spend $15,158 per year or $1,263 per month for housing. 'lhis level of income adequately supports a monthly owner housing cost (the sum of mortgage payments, real estate taxe:;, property insurance and all utilities) of $1,235, calculated for the median price of homes to be developed in heritage Greens ($160,000). The TakedQWn Agreement U.S. Home Corporation ("U.S. Home") has entered into an Option Agreement with the Landovmer, dated June 4, 1996 (the "Takedown Agreement"), pursuant to which, subject to certain conditions described below, the Landowner has granted to U.S. Home an exclusive option to acquire, and U.S. Home has agreed to acquire, 180 villa sites and 158 detached 50-foot and 65-foot single-family homesites at the price per lot of $22,500 per villa site, $42,500 per 50-foot single family site and $46,750 per 6-foot single family site. The Takedown Agreement also grants U.S. Home a non-exclusive option to purchase the remaining 79 family lot5 with minimum 80- foot widths at then-current retail value. 21 16G l' The Takedo'.vn Agreement provides tfla.t the obligation of U.S. Home to purchase lots is conditioned upon: (i) U. S. Home' approval of all design plans and performance by the Lando\l.ller of permitting and development within one hundred eig.'1ty (180) days of the timetable set forth in the Agreement; (ii) obtain an agreement with a third party to build and operate a golf course and clubhouse which will be open to the general public; (iii) establish the District to finance the infrastructure for Heritage Greens on terms satisfactory to U.S. Home; and (iv) establish a master homeowners association to maintain common areas. U.S. Home will certify to the Underwriter at the closing on the Bonds that all of the conditions set forth above have been satisfied as of such date or have been waived by U.S. Home and that the obligations of U.S. Home to purchase the lots in accordance with the takedown schedule has ceased to be an option and has become the legal, valid and binding obligation of U.S. Home. u.s. Home has deposited in escrow $250,000 in cash plus a $1,250,000 letter of credit as security for the performance of its obligations under the Agreement. The S250,000 in cash will be credited prorata as a part of the purchase price of each lot in accordance with the takedown schedule and the letter of credit will be released quarterly in a similar manner. Beginning in the second calendar quarter following the satisfaction of all of the conditions listed above, u.s. Home will be obiigated to purchase homesites as follows: Calendar Quarter Villa Villa Single-Family Single-Family Total After Initial Closini Homesites Payments Homesites ~1l1S Payments Initial Closing 6 $135,000 0 0 $135,000 2nd 12 270,000 13 552,500 822,500 3rd 12 270,000 13 552,500 822,500 4th 18 405,000 13 552,500 957,500 5th 12 270,000 13 552,000 822,500 6th 18 405,000 13 552,500 957,500 7th 12 270,000 13 552,500 822,500 8th 18 405,000 13 552,500 957,000 9th 12 207,000 13 552,500 822,500 10th 18 405,000 13 552,500 957,500 11th 12 270,000 13 552,500 822,500 12th 12 270,000 13 552,500 865,000 13th 18 405,000 13 552,500 1,000,000 Subtotal 180 $4,050,000 158 $6,715,000 $10,756,000 Price Differential 60 Ft. Lots 127,500 Total Exercise Price $10,892,500 22 16G l' In addition to the foregoing, U.S. Home will required to pay to the Landowner qua.nerly option maintenance payments at the rate of 2% per quarter for the first four quarterly payments, adjusted thereafter in accordance with changes in the Barnett Bank prime rate as in effect from time to time, but not in exr..ess of 3% per quarter on the aggregate amount of takedown prices of lots which have not been taken down. HOWEVER, PRIOR TO LOTS BEING TAKEN DOW'N, N"EITHER THE LANDOWl'..rER NOR U.S. HOME WtLL BE REQUIRED TO PAY TIlE ASSESSMENTS COMING DUE ON LOTS. V.s. Home Corporation. U.S. Home is a public company the stock of which is listed on the New York Stock Exchange, trading under the symbol "UH." U.S. Home is headquartered at 1800 West Loop South, Houston, Texas 77252-2863; phone (713) 877-2300. The South Florida Division is headquartered at 43 Barkley Circle, Suite 1 0 I, Fort Myers, Florida 33907; phone (941) 278-1177. U.S. Home currently builds and sells houses in more than 200 new home communities in 32 metropolitan areas in 12 states. Since its formation, U.S. Home has delivered more than 260,000 homes. U.S. Home is one of the largest single-family homebuilders in the United States based on homes delivered, with consolidated assets of $959 million as of September 30, 1996 (including S892 million relating to its housing operations). For the calendar year 1995, U. S. Home had housing operl1(ing income of approximately S56 million and total income before income taxes of approximately S59 million, reflecting increases of approximately 9<<'10 and approximately 13% respectively, from the prior year. As of September 30, 1996, and for the nine months then ended, u.s. Home generated housing operating income of $46 million and total income before income taxes of $50 million, reflecting increases of 18% and 22%, respectively, from the same period 1995. u.s. Home and certain of its affiliates commenced proceedings under Chapter 11 of Title 11 of the United States Code on April 15, 1991, in order to restructure their indebtedness and other liabilities. On May 25, 1993, the United States Bankruptcy Court for the Southern District of New York entered an order confirming the first amended consolidated plan of the reorganization ofU.S. Home of certain of its affiliates. Such order became final on June 21, 1993. At that time, U.S. Home also completed a public offering of $200 million principal amount of 9. 75% ~:nior notes due 2003, the net proceeds from which were utilized to pay a portion of the claims of certain unsecured creditors of U. S. Home under the plan of reorganization and to repay outstanding amounts under U.S. Home's debtor-in-possession financing facility. The plan of the reorganization effected a recapitalization of U.S. Home and did not result in a reduction in the scope or other major restructuring of U.S. Home's operations. During the proceedings, U.S. Home continued its home building operations in the ordinary course. U.s Home reported approximately $38 million of pre-tax earnings in 1993. Heritage Greens will follow upon the successful Countryside Community, developed by U.S. Home, located approximately 11 miles south of Heritage Greens, which sold in excess of 1,133 homes during its three-year sales period. Heritage Greens will be the ninth (9th) master-planned golf course community with which U.S. Home has been involved in the NaplesIFort Myers/Sarasota area. Set forth below is a summary, expressed in number of housing units, new orders taken, deliveries and backlog (i. e., homes under contract for sale but not yet delivered at end of year) of single-family 23 16G 1 r homes for the year 1991 through 1996, for all operations of U.S. Home (all of which are in the United States) and for Florida operations of U.S. Home. United States 9 Months 9 Montlu ~ 1m J.m liS'1 1m. 1m Ending EnJing ~~ ~ New Orders Taken 3,975 3.274 6,418 6,234 6,959 5,757 6,147 Deliveries 3.599 5,015 5,586 6,381 6,779 4,991 5,213 Backlog 1,614 1,872 2,704 2,551 2.731 3,317 3,665 ~ New Orders Taken NJA 1,654 1,975 2,217 2.081 1,755 1,775 Deliveries N/A 1,491 1,705 1,948 2,241 1,671 1.582 Backlog N/A 693 961 1,146 986 1,230 1,180 U.S. Home has built a strong reputation nationally since 1954 and within the southwest Florida area since entering the local market in 1962. Currently, U.S. Home is actively marketing within fourteen communities in southwest Florida. u.s. Home has constructed over 20,000 homes in SOlIthwest Florida, and consistently has been ranked as the number one building within tlle area for the last twenty years. U. S. H(lme has received the prestigious "Builder of the Year" award from Professional Builder Magazine three times, most recently in 1995. U.S. Home's sales programs focus on its "Zero Defect" Program as a marketing tool and its cost savings due to national purchasing agreements. The Zero Defect Program is a quality assuranC(: program, with major emphasis on construction. U.S. Home has received numerous awards and recognitions including the Diamond Builder A ward for Excellence in Consumer Satisfaction from t.,e 2-10 Home Buyers Warranty Program. U,S. Home is subject to the infonnation reporting requirements of tbe S<<urities Excbange Act of 1934, as amended, and in accordance tberewitb nIes pt'riodic reports, proxy statementJ and other infonnation with the Securities and Excbange Comlnission (tbe "SEe"), which are hereby incorporated hert-in by reference. Sucb reports, proxy :rtatements and other infonnation may be inspected and copied at public reference facilities of tbe SEC at 450 Fifth Street, N.W., Washington, D.C. 20549; and at the SEC. regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500 West MadisOon Street, Suite 1400, Chicago, DJinois 60061. Copies of this material can also be obtained, by mail, at prescribed rates from the Public: Reference Section of the SEC at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. 11u LandowfU!T. Ronto Developments Naples, Inc. is a related entity of Ronto Management Group, formed in June of 1996 to take title to the land, develop the infrastructure and market the 24 16G 1 Heriuge Greens commupjty. The Ranta Group has been in existence since 1971, when it was fir~t formed as a Canadian home.building company. Since that date, Ronto has significantly expanded into a major land development and construction organi7.ation. The Ronto group of companies (which includes corporations and partnerships that are not involved int he Heritage Greens project) brings a wealth of experience to any proposed project. From !ts initial expertise in expediting and obtaining project approvals, through the many demanding phases of construction, to the final facets of the land development and building industry. The following list of Rom 0 projects is testimony to the extent and scope of the Ronto group of companies' experience. In all cases these projects were administered, managed and supervised throughout by one or more of the Ronto group of companies. Land Dtvelopment Project!. "Brantwcod Park.," Brantfcrd, Ontario. A 2,000 unit residential community on 350 acres in northeast Brantford. In 1978, after gaining subdivision approval, commenced servicing and construction of homes in the first phase, Ronto sold the balance of the project to Wimpey PLC. "Wmdennere," London, Ontario. Recognized as London's premier res.idential area, this 300 acre area adjacent to the University of Western Ontario contains over 900 home sites. Commencing in 1976 Ronto processed this land assembly through the required municipal approvals, completed much of the required servicing and obtained subdivision registration. In 1986, after having sold approximately 500 lots to local builders, the remaining acreage was sold. " Wellington, II Brampton, Ontario. Sold to major homebuilding interests, this 1,040 acre community, together with adjacent lands comprising 2,000 acres in total, was brought to the rfevelopment state by Ranta. It constitutes the largest Metro area residential land assembly since Erin Mills and Meadowvale. "Gates of Hil1sboro," Deerfield Beach, Florida. A 245 single family home subdivision involved both land development and a home building construction program. The project was completed in 1980. "Independence Bay," Deerfield Beach, Florida. This 550 acre project involved both a major land development and construction program. In its residential section, 821 single family villas and garden apartments were constructed and sold by 1988 for a sell.out value of $53 Million. "Key Marco," Marco, Island, Florida. A private island just southeast of Marco Island, Florida, consisting of 134 single family homesites. This highly amenitized upscale community required over two years to permit and was completed in late 1994. Homesites are presently being marketed from $200,000 to over $1,000,000. Buildini Comtruction PrQjects. "Market Square," Toronto, Ontario. An exclusive, $125 Million, 306 unit condominium apartment and 75,000 square foot shopping mall and parking garage 25 16G 1: complex in downtown Toronto. \Vinner of many housing and design awards. The project was completed in 1984. ~St. James Square," Toro!lto, Ontario. A multiwuse site in downtown Toronto comprised of two buildings. The "Journe-js COllrt" Hotel and a 65-unit residential condominium block represents a total value of about $32 Million. This project was completed in 1987. "Eglinton Park Place," Toronto, Ontario. A l70-unit apartment condominium. building on Eglinton Avenue West overlooking the Humber Valley. This project was successfuUy completed in 1988. "William Villano Building," Toronto, Ontario. A 140-unit apartment building built on a turnkey contract for the International Ladies Garment Workers' Union. This project was completed in 1986. "The M.ARC. Project" and "Parkview," Toronto, Ontario. Two 9O-unit apartment buildings occupying a single site on Bathurst Street. These buildings were built on 2. turnkey contract and completed in 1985. The M.A.R.C. building was sponsored by the Jewish Congress. Major MacKenzie Drive Project," Richmond Hill, (Toronto) Ontario. This is a multi-building apartment complex on a single site. This project commenced in 1986 and w!s completed in 1988. It was comprised of: (a) St. Marks Apartments - a ISO-unit turnkey project for the Richmond Hill Ecumenical Council. (b) Rosetown - a Provincially sponsored turnkey project of 125 senior citizens apartment units. (c) MacKenzie Square - a 220-unit condominium building. The total project embraced some 17 acres and was valued in excess of $45 Million "Riverside Cou~" Toronto, Ontario. A 218-unit condominium apartment building on Weston Road which overlookc; the Humber ValJey. This tax shelter project was completed in the fall of 1989. "Burrows Hall," Scarborough, Ontario. A 108-unit turnkey project for the Scarborough Heights Co-op, Inc. This project was completed in the fall of 1989. "The Jack Goodlad Building," Scarborough, Ontario. A 170-unit turnkey senior citizens apartment building on Lawrence Avenue East integrated with the following project. This project was completed in the summer of 1989. 26 16G 11 "3000 LanTence Medical Building," Scarborough, Ontario. Adjacent to Scarborough General Hospital, an existing occupied medical center was completely renovated and an extension of 12,000 sq. ft. and parking garage added for a total expenditure of S 1 0 Million. "Observatory Land," Richmond l-Iill, Ontario. A 350-unit family ana s.:niors turnkey project was buil! for the Richmond Hill Ecumenical Church Group. Construction of the project was completed in the spring of 1991. Total value of this project was approximatc:ly $40 Million. "Scarborough Fair," Scarborough, Ontario. A 550-unit condominium building at Lawrence and Midland Avenues. The project also contained approximately 50,000 sq. ft. of retail and commercial space. "Grandview Shopping Center," Oshawa, Ontario. This 60,000 sq. ft. commercial centre was constructed and leased up by Ranta and sold in September of 1990. "Silver Lake," Boynton Beach, F10nda A IS1-home subdivision constructed and sold. This project was completed in 1987 for a selJ-out value of $25 Million. "RoyaJ Marco Point" and "The Habitat," Marco Island, Florida. These two developments are in the remaining sections of the exclusive "Hideaway Beach" project at the northerly tip of Marco Island. "The Habitat., .. consisting of 52 condominium units, set on the fairways of the Hideaway golf course, was sold out by 19889 for $ 15 Millien. "Royal Marco Point" is a beach-front development of315 villa and mid-rise condominiums with prices ranging from $290,000 to over $ 1,1 00,000 Total sell-out value is over S 170 Million. The project will be completed in 1997. Prim~o. HOUJi.Q&. A joint venture was formed with MlCC Properties, Inc. to develop affordable housing in the Greater Toronto Area. To date, a 288-unit townhouse development (104 social housing units for York Region Social Housing and 184 market condominium units) in Ne'.vmarket and a 59-unit townhouse project in Barrie has been completed. A 186-unit turnkey development in \Vhitby is currently under construction. A 148-unit development in Brampton, a 225-unit development in Mississauga and a 143-unit development in OakviUe commenced in the summer of 1992. In the planning stages is a 151-unit project in Brampton. Office" and Directors. ~ M Reinders. :t\1r. Reinders brings over 18 years experience in real estate dcveJopment, construction, sales and management to his role of Chief Executive Officer of the Ronto Companies (U.S.). Under his direction, Ronto has developed, constructed and/or owned residential and commercial projects valued in excess of $350,000,000. !vIr. Reinders is a graduate of the University of Florida Law Schoo!. William F Snyder. M..r. Snyder is Vice President of Finance and Controller for Ronto Developments and has over 20 years experience in all aspects of real estate acquisition, development, 27 16G 11 construction and management. As a controller for W.K Giace & Co. Real Estate Division, his responsibilities involved projects in six states and annua.l sales in excess of $300,000,000. Bill joined the Ronto Companies in 1982 and has had financial responsibility for projects totaling in excess of $300,000,000 in ~Ies volume. Bill holds an MEA (Finance and Accounting) from New York University, as well as Real Estate Brokei, Community Association Manager and Mortgage Broker licenses. Anicla E ~~~. Angela is the Sales and Marketing Director for Ronto Developments. Born in The Hague, Holland she was educated in Holland and Canada and is fluent in five languages. She has completed extensive real estate management, interior design and marketing post graduate studies. She has 20 years (the past 15 years with Ronto) experience in the real estate profession, focusing on marketing and sales of the ultra-luxurious condominium markets, with a sales value in excess of $800,000,000. Additionally, Angela previously owned and operated her own real estate marketing and consulting firm. Raymor,d G Harris. Mr. Harris is Vice President of Site Development and Environmental Permitting for Ronto. Ray has over 20 years experience (9 years with Ranto) in the field of surveying, civil engineering, design and planning. Ray has dealt extensively v.ith all major Florida environmental agencies, as well as the U.S. Anny Corps of Engineers. He has managed in excess of $100 Million in site development contracts. Prior to joining Ronto, he worked for 10 years with Kieth and Schnars, P.A., as Project manager of a 300-employee engineering firm. Mark Taylor. Mr. Taylor is the Land Development Supervisor for Ronto Developments and has 22 years experience in landscape design, installation., land clearing, large trl~e transplanting and maintenance. During his 9 years with Ronto, he has also supervised road construction and underground utility installation. Mark works closely with governmental agencies to protect endangered flora dn fauna. He has designed landscaping plans for more than 50 projects involving :Jver 15,000 housing units. C Fred Bailey. :Mr. Bailey, Project Development Analyst, jointed Ronto in January of 1995. He has over 16 years of experience in real estate sales and finance. Prior to joining Ronto, Mr. Bailey was Serjor Vice President for Barnett Bank of Naples, in charge of commercial real estate lending in the Collier County, Florida market. Fred holds a B.S. degree in Economics and an MEA (Finance) from West Vlfginia University. He also graduated, with honors, from the Stoni(:r Graduate School of Banking at the UJ'1jversity of Delaware. Additionally, Mr. Bailey holds a Florida real estate license and mortgage brokerage license Tax Matters The Internal Revenue Code of 1986, as amended (the "Code"), includes r.equirements which the District must continue to meet after the issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal income tax purposes. The District's failure to meet these 28 J. OlJ .. requirements may cause interest on the Bonds to be included in gross income for federal income tax purpo~s rer.roactive to the date ofisslJ..mce. The District has covenanted in the Indenture to take the actions required by the Code m order to maintain the exclusion from federal glOSS income of interest on the Bonds. In the opinion of Bond Counsel, rendered on the date of issuance of the Bonds, assuming continuing compliance by the District w1th the tax covenants referred to .lbove, under existing statutes, regulations, rulings and court decisions, interest on the Bonds is excluded from gross income for federal income tax purposes. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations. The Bonds have been designated by the District as "qualified tax exempt obligations" within the meaning of Section 265(b )(3) of the Code, the interest on which may be excluded from the allocation required of certain "financial institutions" under, and as defined in, Section 625(b) of the Code. Bond COllnsel is further of the opinion upon the date of issuance of the Bonds that the Bonds and the intere~.t thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest income or profits on debt obligations owned by corporations as defined therein. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of the Bonds. Prospective purchasers of Bonds should be aware that the ownership of Bonds may result in other coUateral federal tax consequences, ir.c1uding (i) the denial of a deduction for interest on indebtedness incurred or continued to purcM:)e or carry Bonds or, in the case of a financial institution, that portion of an owner's interest expense allocable to interest on a Bond; (ii) the reduction of the loss reserve deduction for property and casualty insurance l;ompanies by fifteen ~ (15%) of certain items, including the interest on the Bonds; (iii) for taxable Ye3IS beginning before 1996, the inclusion of interest on Bonds in "modified alternative minimum taxable income" for purpose'i of the environmental tax imposed on corporations; (iv) the inclusion of interest on Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of the branch profits tax; (v) the inclusion of interest on the Bonds in passive investment income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (vi) the inclusion in gross income of interest on Bonds by recipients of certain Social Security and Railroad Retirement benefits. Agrtement by the Stateo Under the Act, the State of Florida pledges to the holders of any bonds issued thereunder, including the Bonds, that it will not limit or alter the rights of the issuer of S'Jch bonds to 0'WTI, acquire, construct, reconstruct, improve, maintain, operate or furnish the proj~; subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the 29 16G 1 Aa. and to fulfi1l the terms of any agreement made with the holders of such bonds and that it \vill not in any way impair the rights or remedies of !>Uch holders. Legality for Investment The Act provides that the Bonds are legal investments for savings banks, banks, trust cornpa.-nes, insurance companies, executors, ad.rniruStrators, truste-es, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political sulJdivision of the State of Florida., and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits. Suitability for Investment While L~ Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on exemptions contained therein. the Underwriter has determined that the Bonds are not suitable for investment by persons other than, and pursuant to Chapter 189, Florida Statutes, the Bonds may be offered only to, "accredited investors" within the meaning of Chapter 517, Florida Statutes and the rules promulgated thereunder. Prospective investors in the Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Bonds and have the ability to bear the economic risks of such prospective investment. including a complete loss of such investment. Each prospecL;"'e investoi will be given access to such additional information, including the benefit of a site visit of the District and the opportunity to ask questions ofrepresent.atives of the Landowner and U.S. Homes, as such investor deems necessary in order to make an informed decision with respect to the purchase of the Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions. Such requests should be directed to: William 1. Reagan Senior Vice President William R. Hough & Co. 792 Broad Avenue South Naples, Florida 34102 Telephone: 941 649-6077 Continuing Disclosure I The District and the Landowner have covenanted for the benefit of Owners to provide certain financiai information a;ld operating data relating to the District and the Landowner (the "Annual R~port"), and to provide notices of the occurrenc:e of certain enumerated events, if deemed by the 30 16G 1 Distf.ct to ~ material. The Annual Report will be filed by the District or a dissemination agent on behalf of the District ',l,1th each Nationally RecogrJzed rvfunicipal Sectlrities Information Repository ("NRMSIR") and State Repository, if any, as set forth in the Continuing Disclosure Agreement (Appendix F hereto). The notices of material events will be filed by the District or a dissemination agent on behalf of the District with the Municipal Securities Rulemaking Board and with each NR.\1SIR and State Repository, if any, as set forth in the Continuing Disclosure Agreement, Appendix F hereto. The specific Mture of the information to be contained in the Annual Repon or the notices of material events is set fonh under the caption" Appendix F . Form of Continuing Disclosure Agreement." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5) (the "Rule"). Neither the District OJ the Landowner have ever failed to provide continuing di5Closure under the Rule. Di!clo5ure Required by Jolorida Blue Sk')' Regulations Section 517.051, Florida Statutes, and the regulations promulg;lted thereunder (the "Disclosure Act") requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private businesses). The District is not and has not since December 31, 1975 been in default as to principal and interest on its bonds or other debt obligations. Litigation There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Bonds, or the existence or powers of the District. Underwriting William R. Hough & Co. (the "Underwriter") has agreed pursuant to a contract with the District, subject to certain conditions, to purchase the Bonds from the District at a purchase price of par less Underwriter's discount of $ (%), plus accrued interest from December 1, 1996. The Underwriter's obligatiC'ns are subject to cenain conditions precedent and the Underwriter will be obligated to purchase all the Bonds if any are purchased. The Bonds may be offered and sold to 31 16G 1 cenain dealers, banks and others at prices iower tha.., the initial offering prices, and such initial offering prices may be changed fTom time to time by the Underwriter EIptTts TIiC references herM to Agnoli, Barber & Brundage, Inc., as the Consulting Engineer, have been approved by said firm, and the: Report of Consulting Engineers, included in Appendix A to this Limited Offering Memorandum, should be read in its entirety for complete information with respect to the subjects discussed therein. Financial Advisor Fishkind & Associates has served as Financial Advisor to the District with respect to the issuance and delivery of the Bonds. The Financial Advisor has prepared the as:;essment methodology and advised the District with respect to this Limited Offering Memorandum and other matters relating to the planning of the issuance and delivery of the Bonds. Validation As required by Florida, the Bonds were yandated by final judgment of the Circuit Coun of Collier County, Florida entered on April 29, i 994, which judgment has not been appealed and the appeal period for which has expired. Legal Mat1en All legal matters related to the authorization, issuance, sale and delivery of the Bonds are subject to the approval of Greenberg Traurig Hoffman LipoffRosen & Quentel, P.A., Tallahassee, Florida, Bond Counsel. Certain legal matters 'Will be passed upon for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, rlorida. Cenain legal matters will hi: passed upon for the District by its counsel, Young, YliI1 Assenderp & Varnadoe, P.A, Naples and Tallahassee, Florida, and for the Trustee by its counsel, Holland & Knight, Miami, Florida. Miscellaneous Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates., whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates wiD be realized. 32 16G 2. The references herein to the Bonds and other documents referred to herein are brief summaries of ~~ain provisions thereof. Such summaries do not PUlvort to be complete and reference is m?.de to such documents for fulla.nd complete statements of such provisions. This Limited Offering Memorandum is so.1bmitted i.., connection with the sale of the Bonds and may not be reproduced or u~d, as 2. whole or as a palt, for any purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Owners or Beneficial Owners of any of the Bonds. This Limited Offering Memorandum has been duly authorized, executed and delivered by the District. HERITAGE GREENS COMMUNIlY DEVELOPMENT DISTRICT December ~ 1996 Chairman 33 16G 1 APPENDIX A REPORT OF CONSULTING ENGINEERS 16G 1 i HERjT AGE GREENS CO~~MUNITY DEVELOPMENT DISTRJCT ENGrNEER'S REPORT Prepared for BOARD OF SUPERVISORS Or- HERITAGE GREENS COMMUNITY DEVF.LOP,,1ENT DISTRICT Engineer AGNOLl. BARBER & BRUNDAGE. INC Professional Engineers, Plar.ners & Land Surveyors 7400 Tamiami trail North Naples. Florida 34108 November] 996 16G 11 u.w...t.JlE..ru NT Ebill SECTION TITLE. ~Qf. 1.0 Introduction 1.0 District Boundary and Propenies Served ') 3,0 General Description of the Project 4.0 Proposed Improvements and Associated Construction Cost!' ~ .l 5.0 Proposed Assessment , .l LIST or T,\{}I.ES till.. TITLE Property SIJmmary (Table I) ~ 1 Summary of District Facilities and Costs (Table 1) (1 3 District Facilities and Preliminary Opinion of Pronable Coste; Distribution (Table 3) 7 LIST OF EXHL61.ll !:ill.. IlI.L~ Site Plan 4 2 COD Drainage Plan 10 APPENDIX t:ID... TITLE ^ Preliminary Assessment Methodoiogy & Allocation for Heritage Greens Community Development District 8 B Status of Approvals and Permits 11 1 bG 1\ HERlT AGE GREENS CO~1ML:NITY DEVELOPMENT DISTRiCT ENGf},~ER'S REPORT 1.0 INTRODUCTION, Heritage Greens is a 252 acre planned residential and golf course community development located approximately 2 miles eJ.St of Interstate Highway 75. on the south side of County Road 846, (Immokalce Road). in Collier County. Florida. In 19<)6 the local developmen: and zoning approvals fro [he community were amended 10 increase the residential densily and 10 rename the COr11l111lnil)' to Heritnge Greens. The configurntion of the community is shown in Exhihit I The pllrposl: or Ihis report is to describe the Heritage C~eens Community Development District. and the land uses regarding the proposcd. required carital improvcmcnts ilnd timing thereo1" arrortionml:111 01" Ihe costs for C<lpilal irll['lrO\Tments. Ihe reCOl11 mended financing scenario. and prdiminary assessmenl roll The I krilage Greens (lofnH:r1y I.:nO\..:n as Dove Pointe) ('0111 rll lInll)' ()e\'!.:Ioplllent Disll iCI was l':'lahlished on July :20. 100:; hy the Collier County I30ard of Commissioner.... pursuant 10 Chapler I C)(). Florida Statutes for the pUrJXlse of providing an alternative method of managing and financing basic services for the community development. In 19C)6 the name of the DIstrict was changed to Heritage Greens. The Heritage Greens Communit), Development Di5trict will give the property owners an efficient mechanism to. I. To assure the delivery of basic community se:"vices at sustained level; of high qualitx over the long term: 2. Use less expensive front end capital to finance the installation of infrastructure. J. To economically pay for the operation and maintenance of infrastructure and services Therefore. landowner residenL<; within the Heritage Greens Community Development District may typically experience lower unit assessment cost for capital infrastructure and the delivery of basic services and potentially IOWt'f administrative costs as a result of a locaiized single purpose government. Itemized below are the systems facilities and services which are contemplated for financing by the Heritage Greens Community DeveJopmen: District. \VI'-I O-II-lIl5( i.IX>C/')(, 16G 1 2 0 D l S T R WT a QJjl1QABY..61~ PRO PER I I E.5...S.E.8YEQ The District is b0undea on the nonh by Immokalee Road, (COUnty Road 846). by the laurel Oaks Elementary Schoo!. and Gulf Coast High School which is currently under construction: on the east by the proposed ex!::nsion of Logan Boulevard. on the south and on the \\Icst by agricultural lands. Table I indicates the land uses and acreage proposed within the Dimict boundaries 3.0 PROJECT DESCRIPTION "j'he existing site is currently a panially developed nrea; the undevdoped ponlOn c.\:hihits elevations of approximately 13.0 fee! NGVD. Heritage Greens has its entry from Immoblee Road (County Road 846.) A network of L'!stric! roadways will be constructed \\ithin the development. please refer to Exhibit # I for the proposed road layout. The water m;lnagell1ent syslem for Herilage Greens has neen designed !o operate lhrough iI series of inlets which coliec! storm water which has fallen over the TOiles. re.:side.:ntiill lots and recreational golf course. This is achieved oy conveying the srorm Wilier hc.:low ~:rolllld rhroll.;.:h a ne.:lwprk ofn:inforccd concrete pipes that discharge to the lakes srralegically loc.:ale.:d thr(lu!:!houl Ihe.: golf course. 1l1ese lakes are interconnected with ripc$ such thcll their elev.l\ions arc cqllalize.:d The lakes pro~idc the necessary storage and water quality treatment as required by :lollth f10ridil Waler Management District and Collier County. After being retained and treated in the lakes. the st(1rrn water is then discharged at i\ controlled rate ofT-site lO the South Florida Water Management Districr canal on the ncrth side of Jrnmokalee Road In the future thi~ drainage will be discharged t(1 rhe south per modifications anticipated in the Collier County Basin Master Drainage Plan S<\nitary sewage is collected by a gravity system made up of pye pipes and manholes which are under the roads. The sewage nows by gravjty to one of four pump stations located throughout the development. Three of these stations pump the sewage by pressurized pye transmission mains to a master pump station, which then pumps off-site to a Collier County sanitary sewage transmission main along the south side of lmmokalee Road. The water distribution system is fed from a transmission maIO along the nonh side of Immokalee Road. Potable water services is provided to the area through a network of 6".8" I 0" and 12" pyc pipes installed within the right-of-ways of [he development WI' - 10-0-1 () 5 (i./X>C 1')(, 2 16G 11 -lO CO\!MUNJTY DE\'ELOPJ\lEI~lSTR.[(T r~frp.OVE~IE~TS ,jND ASSQCIA TE.Q CDNSTRUCTION COSTS. Facilities. the construction maintenance and operation of which are to be financed by rhe Districl may include: I. Construction of on-site sanitary sewage collection and transmission system. ., Construction of on-site potable water distribution system, storm\\ater management system including collection facilities. and lakes for storage and water 'llJality, internal road\l,:avs including paving. grading, Wee! lighting, sidewalks. etc. 3 Landscaping within road righi-or-ways. at project entry and on project perimeter Elements, which will be constructed by the District. but may hI.: lllaintained and operated by otherl' \\j II include Sanitary ~cwagl.: collection and transmission l'Yl'lem. which will bl: l.kdicaled 10 ('oIlier C(~unty Water and Sl:w<.:r District. :; Potable water c1il'triblltion sy'stcm. which wi/l be dedicated to ('oilier ('ounly \Valer and Sewer District. .-. (1 PROPOSED ASSESS"1EN"[ ~.I (ilpital Proiect Summ A list of the proposed Heritage Greens Community District Capital Projects and lhe construction costs associated therewith is indicated in Tabies :; and J. The total cost for the delivery of the infrastructure by the District to the Community Development. including financing costs is summarized in Appendix A "J!rc!il11il/(lI:r A.\SC.\SlIIl'lI/ A1c/h()J()foK.l' & A//()(;a/hm.fo!" Herifat:e Greclls Commllnity J)n'c!ojJI11CII/ /)istricr" pfl~pared by Fishkind & Associates, Inc. Each of these systems, facilities and services falls under the category of allowable and authorized District activities as defined in Section J 90. Florida Statutes and costs associated with each is reasonable. \\' r. III .Il.lll 5< i.lXX" f% J #_^ ~~. _._" .___ __. _~.. _ ~_.' _.~_._,._ _u___. 4' ....---------. 1 " V'l 16G ~- 0 >- LU a...J o~ ...J (/) ~~ Zo ~ a::: ~ <...J <( :::) ~ ~; u.. 0 x I <..> ~o <to ~ (/) u.. I l-W a... < ...Jl- ...J N ~ (f)X :::)0 :::>0 0 1 -, ww au ~...J <..:> 0 ~ 1 ~ ~ D . . ) I I I I I , , J I 1 .- J I J \ DO\IE POIHTC ~ ttERJTA{#. GREENS ~ SITE PLAN EXHIBIT 1 ~~~~-_.__ .... --. ,.. "'-'- ".. L ........" _ =:" II.- ~.." ~ ,..,..,.,.. ~ -. 1'\ --.. "" _ --..1 ,- , OF' ... .-...:r lIQ. ,.. --.rt IIIt:M .. ~ ,..,. .. 1m lIQ. ., PROPERTY DlliB,IPTION Estate Lots Executive LOiS Duplex Lots roach Lots Multi-family Lots Gul r r ourse Tracts Open Space Tracts Road Right-or-ways Pn.:scrve TOT AL: WP-lfI.l\..lfl;Ci. (){)C1% TABLE I PROPERTY SUMMARY Q.lMtITlIY !...INITS ACREAGE: 27 27 (, 136 136 ~5 53 106 18 20 80 6 180 180 17 1-15 :" ') 52C) Unils 252 Acres 5 16G il TABLE :2 SU~tMAR Y OF DISTR1CT FACILITIES A1"D COSTS EillUTY DESfRIPlliW Roads Othf'r ru.5.! S 1.4S0.51 0 S2. 926. C)<){l TOTAL $~.407.500 \\11'- J lI-IWll~(i.I)(>C/')(. 6 16G 1, Heritage Greens Subdivision AgnolL Barber & Brundage Inc. November 19. 1996 TABLE 3 16G 1 , ;l DISTRICT FACILITIES AND PRELIMINARY OPINION OF PROBJ\8LE COST DISTRIBUTION RESIDENTIAL ROA[IS Water Sanita Draina e Water momnt. exc. fill to roads \~~~~gmnt. exe. and site grading IPaving & Roadway {Str~t Li9.hts IFiont Entry Statement __. Ccntin en~..___ I d . ~ar: scaplng -- SUB-TOTAL ~-~ 334,682 $693,4 76 $438,773 $112,705 $112.105 S774,010 I - -- 59'13,088 t==r 3,088 $00,100 $60,100 - $30,000 I - T ~- _ $100,~ _~50,qOO $300,000 $300,000 $3,~34 1--=- PERM\TS. CONST MANI>,GEMf:/'i1 nm ~NGltJEERING FEES , 3.466 $59,346 $35,000 $45.000 $5,000 --~ -$332,000 o(Florida -$53,355 :1~ $117,500 l -111.7'50 SUB=TI5T f\L -~-- $6~l),66( ~ - Permit fees -- Construction Plans Permitting -- Certif.cation Utility T umOVl.!r F-krida PO~:1d Li~hl Sprint United Te!ephont~ Const. Observation - $1,n3 S19,5B4 $11,5!iO L --~~ iOTALS - $.4,407,50~-J $1.480,511[1 $2,926,991 1 $774.010 $30:000 $50,000 $1,733 $39,762 $23,450 $45,000 $5,000 $332,000 $53,355 $105,750 16G 1, METHODOLOGY FOR ALLOCATION OF EARTH FILL MA TERlAl.. In order to satisfy requirements for water management in the Herilage Greens Community the placement of eanh fill \I,:ill be needed to elevate the land from the existing elevation to meet design grades. Fili will be placed both within the golf course as well as within the residential area. The design requirements of the golf course will necessitate the placement ,)f appro~imntely J50,000 cubic yards of eanh fill material. Within the residential areas, fill will be required within the roadway areas in order to meet regulatory and design requirements. Fill material will be required within Ihe development lots in order to promote drainage until such time .1S homes me constructed While this till material could be frum an oft"site source. to illlpon the fill needed would be significantly more co:;tly than to excavate lakes onsitc. In addition. nnsile lakes will also serve as water J11anagelllent facilities and create an amcnit~. for the golf course and the c0J11lll11niIV as a wh()lc It is the intent tn \:on:;lruct lhr; lakes tn the design depth ^ combination of Special A"~C$sOlCn! Revenue Bonds and private fUnding ~curccs will he used \0 fund the CXl;(\Viltion of" the lakc:s \\,P.IO..(I..W5(;.()(X!'){. 8 16G 1 METHODOLOGY FOR Al..LOCA TION OF THE COST OF THE STOR..~1 DRAINAGE COLLECTION SYSTEi\l The Heritage Greens drainage collection system consists of a series of storm in lets. and concrete storm cul\'ens wherein water is routed to lakes which are within the golf course. These la\..;e5 have been interconnected by culvens which allow fOf equalization and conveyance of the stofm ,valer towards its ultimare discharge offsite. The costs associated wirh these facilities ha\.t: been split between the golf course and rhe residential COf11ponenL~ of the community the drainage was divided into three categories TII E RESIDENTIAL CA TEGORY - The ronion of the drainage system consists or facililies which provide the infrastructure srccific;llly to drain the roads within th\.: colllmunityonly. The COSI of these facilities should he born b~' the resitl\.:ntial componcnt only TilE GOLF COURSE CATEGORY - This is the ponion Oflhc draina~e ra<.:ilities which were designed solely due to the existence of the golf course These arc typically the culverts (as well as structures and headwalls) which serve 10 intcrconnl~ct the lakes. The reasoning being that if not for the golf course. these interconnections could have been by open swales. Therefore. we felt the total costs of these facilities should ce allocated to the golf course component THE SHARED CATEGORY - The facilities which would fall into thi; category would primarily bc those drainage structure:; and CUlverts which serve to drain the back yards of fhe re$idential areas but will also ser.;e to drain on the golf course. The cost of facilities within this category have been split between the golf course and the residential components equally. A::tacherl is an Exhibit drawing which schematically identifIes the drainage facilities to be in each of the three aforementioned c<ltegories. WI'-IIl-IUO:,(i.l)OC/% 9 ~ N o III ~ h! l.J -J -~ -- # a \r-- ~-, :;; { '. .?//! \ Ji;~ I (?~, ) ... r,~ I \ ~.. , ~'J (yC~.,~, ~'f?f'\~ \ ,.:~ (y (\-, \\ 'I \ \';\ I '\~!llJ " \,\ \ /' i I \f,,1 i I ( · \i ill I 1- :i\ 'l \ ~ 1\. i ~ 1\ \ ~ j/ ft i il / ~I , I %' r-- ____ C) (-,~ \ ....------: --- -.. ........... ~ ......-:;::----- ~ , L, \ \. ~&~.. =-Y )5"- ~ <.~\\ \ I U , \, ._ j ~___ " : \ ('\\ "" \_-_/ ----.::.::~~.::::::,=:~~~~ j I: \ '\ ,\\\ ~ ; I ~,~ ~ t \ \ \:>\ -:::;:::::'- '-~ - ~"'::" \ ,\ \'~~~ -~~ I :-.. \\.' ' \ \~ \,.- \,\ \ ( \ '1,1 \1 " , \ (I \.'di (0/ ~~-- --1 1, !), ( I ,1\ 1'1\ I [" I I II , \ )II I, ' -, ) :\ ' I ,) '1\ i\ i \)}) ) JJ 1/ in!1 I 1\ ,I '\ \, t' I '1 /~ 4.)Jy., i i: 1 ) Ii \"\~, /I~ ~.}I.,/\ \. \ II \ ~ \ '0 1\ -II, \~l.r,1 /f _~. / l~ I, \r"'\ t; I t:C. 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I , "----- J ST A TUS OF APPROVALS AND PERMITS HERIT AGE GREENS Wl'-III-I~(J5( ;.IXX:/% II 16G 1 16G 1, APPRO\' ALS AND PERT\f1TS FOR HERIT AGE GRE~ I. The Planned Unit Development. P U.D. Ordinance 96-55 2. P.lI.D. Site Plan approval 3. Florida Department of Environmental Protection Wastewater and POlable Water Permits 4. Vegetation Removal Permit 5. Collier County Rlghl-of-Way Permit 6. Florida Depanment of Environmental Protection Wastewater and Potable: Water Permits 7. Temporary Use Permit for Sales Trailer 8. Development Costs Budgets <) E.\hibil "^-I" - Heritage Greens Legal Description 10. Sr-WMD Pt.:rmit regarding Heritage Greens Surfacl: Wawr II SFWMD Permit regarding Heritage Greens Water Use 12. SrWMD Right-of-Way Permit 13. SFWMD Notice of Intent to CondL,;ct Pre-Permit Work PLANNED UNIT DEVELOPMENT P U D ORDrNANCE R6-62 An Ordinance amending Ordinance 81-2 was modified to Ordinance 96-55. The Comprehensive Zoning Regulations for the unincorporated area of Collier County, Florida. The PUO as an instrument governs project development. land use summary. density, single-family and multi-family residential development. maximum units. building setbacks. height restrictions. business development., golf course development, parks and recreation development. utility development. development standards. stipulations and commitments. P.U.D. Master Development Plan. location mar'. and legal description. It also speaks on environmental considerations. water management. traffic. utilities and engineering considerations, plan approval requirements. signage. site planning. development standards. subdivision regulations. environmental and archeologiC.11 stipulations and commitments. \Vr-lll-O.J1l5< i.IXX'II)(, 12 16G 1, This document is qUIte comprehensive and should be re\'ieweo carefully as it is administered by Collier County and the development aspects are tailored by the PU.D Date of E~ecution. September 24, 1996 Term: Life of Project PLAT OF HERIT.'\QE GREENS SUBDIVISION On September 30, 19%. Agnoli, Barber &. Brundage. Inc (ABB) submilled the following io Collier County Project Review Services for an unsubstantial change review and approval I. Development Plans hy Agnoli, Barber & Brundage. No. 5714. sheets 1-26 inclusive. .., Plat of Dove Pointc Subdivision. No. 5783. sheets (_ f 7 inclusive. Collier County will om isslIc a huilding permit until illl urilities. roadwilY and bridge are completed and accepted hy Collicr COllnty or the subject improvements arc bonded or secured oy a LeIter of Credit Upon completion ofthcsc improvements or bonding. the Plat Ciln be recorded and hllilding permits issued. FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION W ASTEW A TER AND WATER PER~ITS The Florida Department of Environmental Protection Permits for Wastewater and Potable Water are being reviewed with our development plan at Collier County Projecr Re\'iew Services The permits will allow the servicing of the project with wastewater collection and transmission and potable water service. These permits allow 5 years to have the infrastructure constructed and then are valid for the life of the projeC1. Both permits will need to be modified to allow for the additional units as shown on the revised plan following County approval of said plan. FOEP Wastewater Permit CS 11-251991 Issued: June IS, 1994 Term: Life of ProJect \\fro /C)..(411;i(i.tX)C/% IJ FDEP Water Permit: Issued: Term: 16G I, DS-II-251993 June 24, 1994 Life of Project VEGETA TrON REMOVAL PERMIT The developers have submitted to Collier County Project Review Services .1 Vegetation Removal Pemlit which will allow the developer to clear based on the Development Plt.ns for the Sales Area. Plans for right-of-way Tree Clearing Pemlit were prepared by Agnoli. Barber & Brundnge, Drnwing No. 4147, sheets I-I I, dated July 1993 This war\.; has been completed Issucd: Tcrm: November 4. 1993 180 days COl.l.IER COUNTY nIGHT-Qr--W A Y PERMIT Aon has applil.-d for and received pemlits for work withIn thc Colllcr Count" Itighl-of"-Way Pcrmit No gg71)C i~ f~'1r the Utility Connections and Permit No 880.1C i~ for a cJrivcv,ay connectilln Thi~ work has been completed. ELORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION W ASTEW A TER AND WATER rERMlTS These have been applied for to complete connections only within the Collier County Right-of-Way This work has been completed FOEP Wastewater Permit: Issued : Term: FOEP Water Permit: Issued: Tenn: wr.] 0.11-4'1;'\( i.l}: >(.'/')(, CS 11-234836 July 27, 1993 Life of Project os ] 1-234842 August 3, 1993 Life of Project ]4 1 bli 14 DEVELOP~fENT COSTS BUDGET These are the proposed development budgets based on design plans provided by Agnoli. Barber & Brundage for roadway and infrastructure design. EXHIBIT "A- J" HERJT AGE GREENS LEGAL DESCRIPTIOt{ This is the legal description that is reflected on the Plat f(or Heritage Greens), which constitutes the total land area for the pro.i eel. SOUTH FLORIDA WATER MANAGEMENT DISTRICT (SEWMDl SURFACE WATt::R PERMIT FOR 5.E,RVING 252 1 ACRES OF RESIDENTIAL LANDS SFWMD Permit No. 11-00718-$ for Heritage Greens construction and operation of a water management system serving 252.3 acres of residential and golf course lands A modifici1rion will be appropriate when drainage discharge outfall moves to southC;1st propcny Issued: (expected) Term: August 12. 1(9) Life of Project SOUTH FLORIDA WATER h:1hliA..GEMENT DISTRICT (SFWMD) W ~\TER USE PERMIT fOR SERVING 2523 ,i),CRES OF Rl;SlDENTIAL LANQS SFWMD Permit No , 1-00718-W for Heritage Greens irrigation golf course of 83.36 acres. Withdrawals are via two proposed withdrawal facilities and from on-sire lakes via three proposed withdrawal facilities. A new Water Use Permit has been applied for and approval is anticipated shonly. Issued: (expected) Expiration Date: August 12, ) 993 December 15, ) 995 wr- JO-I~()S(j.DOC/W. 15 16G J. I SOUTH FLORIDA \VATER MANAGEMENT DISTRICT (SFWMD) RIGHT-OF-W A Y PERMIT SFWMD Permit No. 994 for Heritage Greens Connection within District Right-of-Way. This work has been completed. Issued: Expiration Date: July 15, 1993 July 31, 1994 \'.'1' -lll-()..lIl;< i . DOC /IX, 16 1.6G 1 "EXHIBIT G- I" APPROV ALS AND PERMITS FOR HERrT AGE OltEE~S The aforementioned permits and approvals comprises the total permits received to date needed to proceed with the development of the project. All of the permits and approvals have been rcviewed by the staff of Collier County, Florida Department of Environmental Protection. and South Florida Water Management District, as indicated. Ronto Developments Naples Inc. worked closely with the members of the government and community to establish development standards that addressed all of the parties' concerns. To the best of our professional knowledge all permits necessary to develop the property arc either in place or will can be obtained in a timely fashion. We have no rcason to believe that obtaining needed permits for this project should pose any problem -. W!'.\ (W~05(j.lXX:I'K, 17 APPENDIX B CERTAIN INFORMA nON REGARDING COLLIER COUNTY, FLORIDA 16G 1 APPENDIX B CERTAIN INFORMATION REGARDING COLLIER COUNIT, FLORIDA 16G 1 16G l' APPENDIX B GENERAL INFORMATION CONCERNING COLLIER COUNTY The following information concerning CoUier County has been supplied by the County and is included only for purpose3 of supplying general information regarding the Cc.unty. The Bonds are payable from and Special Assessments of the Dove Pointe Community Development District heretofore described and are not payable from or secured by other revenues or property of the County or any other political subdivision of the State ofFtorida. General Information Collier County (the "County") was established in 1923 by the Florida State Legislature from portions of Lee and Monroe Counties and its territorial limits, as they pr(:sently exist, contain approximately 1,994 square miles. In terms of land area, it is the largest county in the State of f1orida.. The County is located on the $Outhwest coast of the Florida perunsuh directly west of the MWni-Fort Lauderdale area.. The Coun~ has an estimated 1995 pop:llation cf 197,400. Principal industries v.;thin the County include tourism, agriculture, forestry a.r.d fishing, retail trades and co ti.struction. The City of Naples, the largest incorporate.d city in the COUllty, is located in the western pl)rtion of tile County. The 1990 United States C-~S showed an incret.Se in the population of Naples Metropolitan Sta~istical Jorea (con:;istin8 of Collier County) of76.9% between the )tears 1980 and 1990, making it one of the fastest grovr.rlg metropolitan statisticaj a.reas in the State. Population The County has experienced rapid population growth in recent decades. Most of the growth of Collier County has been due to migration. Trjs change has gradually raised the median age of the County from 35.2 in 1970 to 38.0 in 1980 and 40.6 in 1990. The majority of the population is over the age of 15, with age category 15-44 comprising 38.3% of the overall population. The following table presents historical and projected population growth for the County for the period of 1960 to 2020: -. B-1 16G 1~ Population Trends A verage Annual A verage Annual United County Percentage State Percentage States Percentage Ynr Population Increase &!pu]atiQP Increase ~.Jlaliml Increas~ 1960 15,753 14.3% 4,951,560 7.9% 179,323,175 1.8% 1970 38,040 14.2 6,791,418 3.7 203,302,03 J 1.3 1980 85,971 12.6 9,746,961 4.4 226,51)4,825 1.2 1985 115,900 7.0 11,3 22,300 3.2 237,971,000 1.0 1988 135,300 5.6 12,327,600 3.3 245,807,000 1.1 1990 152,099 6.2 13,i52,700 3.0 250,4 I 0,000 1.0 2000 222,899 47 15,572,99] 1.9 268,266,000 0.7 2010 284,600 2.8 17,969,295 1.5 282,575,000 0.5 2020 287,800 1.6 19,991,400 1.1 294,364,000 0.4 Source: Collier County, Florida; U. S. Bureau of Census; and University of Florida, College of Business Administration, Bureau of Economic and Business Research, Division of Population Studies, Florida Estimates of Population 1995. B-2 uODomy loG 1 Collier County has consistently rcnked high among Florida counties in terms of personal income per capita. The following table compares p-er capit;\ personal income for the County 'Nith that of the State and the United St~tes as a whole: Per Capital Personal Income fOi Comer County, the State of Florida and tht United States (1981-1993) Collier State of Uni:.ed Y.ea1: ~. .E.lmida.. ..5laJ .ti. 1983 S15,732 $12,446 $12,223 1984 17,117 13,325 13,332 1985 18,3 70 14,218 14,155 1986 20,067 15,041 14,906 1987 21,969 15,796 15,638 1988 24,675 16,640 16,610 1989 26,628 18,024 17,690 1990 27,672 18,906 18,656 1991 27,412 19,326 19,2) 1 1992 27,509 19,790 20,137 1993 28,574 20,828 20,800 Source: Florida Statistical Abstract, 1995. B-3 16G 1 COLLIER COUN1Y EMPLOYMENT BY MAJOR INDUSTRY The following table shows the average monthly employment by major industry category located in the County for the year 1995. Indust.)' Sef\ices: Hotels a.nd Other Lodging . . .. ..... . . . Health Swrices . . . . . . . . . . .. .... .'. . . . Business Services .. . . . .' ..... . . . . . . Amusement and Recreation Services . . . . . . Services - Other ...... . . . . . . . Total Services ..... Retail Trade: Eating and Dtinking P1Cl.cf,:s . Food Stor~s ..... ... ........ Auto Dt:.<U~r aJid Ser.;cc Stations Home furniture and Furrushings . . . . Retail Trade - Other ..... ....... apparel and Accessory Stores . . General Merchandise Stores . . . . . . . . . . . . Building Hardware and Garden . . . Total Retaii Trade ..... . . . . . . . . . Other: Agriculture, Forestry and Fishing Construction . . . . . . . . . . . . . Local Government ....... Fir.ance, Insurance and Real Estate . . . . . . . ~{anuf~ring ...................... Transportation, Communication and Public Utilities . . . . . . . . . . . . . Wholesale Trade. . . . . . . . . . . State Government . . . . . . . . Federal Government Mining ............. T ota! Other . . . . . . . . . . . . . . . Total ~ber of Firms Employee (:aum. 64 3,315 377 6,]81 354 3,320 108 2,869 l...1i~ Lll2 2,361 23,014 349 6,073 l"l ' 3,650 ....() 111 1,515 205 1,105 306 1,839 196 1,471 22 l,i91 -I1.. ~ 1,372 18,299 419 11,697 835 6,924 23 6,289 7] I 4,670 171 2,195 201 1,913 336 1,790 35 740 15 533 ---1 --14 2,753 36,805 ~ 78 118 --- · Average number of people employed in 1994. Source: Charlotte County, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1995. B-4 16G 1~ COLLIER CO UNIT UNEMPLOYMENT ( 1986-1995) County State of Florida Labor Unemploym~nt Unemployment Year Force Em p I Q.Y.D:.\tn1 UneTTl.lJwymem Rate Rate 1983 41,210 35,817 5.393 13.1% 8.6% 1984 44,098 41,132 2,965 6.7 6.3 1985 48,370 44,707 3,663 7.6 6.0 1986 54,221 50,950 3,271 60 5.7 1987 63,413 60,3 29 3:084 4.9 5.3 19&8 69,815 66,842 2,973 4.3 5.0 1989 71,158 67;924 3,234 4.5 5.6 1990 76,019 71,822 4,197 5 .5 5.9 1991 79,175 73,238 5,937 7.5 7.3 1992 81,163 ;3,949 7,214 89 8.2 1993 77,984 71,474 6,510 8.3 7.0 1994(1) 80,299 74,484 5,835 7.3 6.8 1995(2) 77,414 69,931 7,483 9.7 5.4 (1) (2) Figures as of May, 1994. Figures as of August, 1995. Source: u.s. Department of Labor, Bureau of Labor Statistics; and Division of Employment Security, Department of Commerce, State of Florida; and Florida Department of Labor and Employment Security, Bureau of Labor Markekt Infomtation. A3:;essed Valuation The following table shows the assessed value and taxable value for operating millage in each of the past eight years. B-S Total Assessed and Taxable Value ColliH County, Florida 1988 - 1995 16G l' Ratio of County Taxable County Taxable Taxable Value Fiscal Value Real Value Personal Total To:.al To Total ~I[ Pr~ OnlY ~ Tax2.ble VallJd') ~I) Assessed V alue 1995 $ 16,038,21 0,161 S892,359,888 S 16,930,570,049 $18,617,175,306 90.94% 1994 15,130,183,723 85 I ,954,071 15,982.137.794 17 ,682,O~8,OOO 86.60 1993 13,792,228,634 754,06r.,231 14,Su6,296,865 16,740,&59,000 87.19 1992 13,621.024, j 14 6%,752,OOl I !~.J07 ,776, 115 16,409,8lXl,OOO S7 12 1991 12,104,695.783 644.677,325 12,749,373,108 14,633,0: 5,OOC R6.49 1990 10,289,7&6,513 (,.')2,977,732 iO,R92,754.l45 12,594, JOO,COO 8558 1989 8,696,520,323 556,543,958 9,253,OM,281 10,8l1,216.000 8736 1988 7,922.861,550 51 i.9tA,126 8,434,~Q5.676 9.655,2;4,000 8737 So:If:e: Collier Ccu..,!)' COClprehmsive Annllili ('ll1ane:a! Re-p:.'f1 for Fiscal Year ending. September 30, 1995 and Collter County Proprny Ap?raiV-r's Office The tott1s do no~ include Centrally AS~4:.,~d (1) COLLIER COUNTY, FLORIDA PROPERTY TAX RATES - ALL DIRECT AND OVERLAPPING GOVERNMENTS ( 1986-1995) Special Debt Capital County Fi seal General Revenue Service Proj~cts School Independent "i.w- Fund Funds -EundL Funds ~ District -1fu tri ct s Total 1986 3.2735 .6960 .1530 0.0723 4.1948 7.0480 l.:D79 12.4807 1987 31754 .6761 .1366 0.8341 4 8222 7.1590 1.'1706 13.4518 1988 3.3339 .8372 .1040 1. 0000 5.2751 7.5400 1.~i8l5 14.3966 1989 3.49i7 .8098 .1076 1 .0000 5.4151 7.8630 1.002 14.9083 1990 3.3070 .7428 .1572 1 .0000 5 2070 8.0240 1.7531 14.9841 1991 3.3502 .6637 .1378 1.0000 5.1517 8.2500 1.5718 14.9735 1992 3.3295 .7664 .1126 06580 4.8665 7.9570 1.4629 14.2864 1993 3.2580 .7726 .1094 0.5474 4.6874 8.0000 1.4455 14.1329 1994 3.6729 .7823 .1106 0.0000 4.5658 8.0860 1. 5548 14.2166 1995 3.6028 .6834 .1062 0.0000 4.3924 83227 1.5028 14.2179 Basis for property tax rates is ] mil per $1,000 of assessed value. Property is assessed as of January 1st and taxes based on those assessments are levied according to the tax rate in effect that tax year and becoming due on November 1 st. Therefore, assessments and tax levies applicable to a certain tax year are collected in the fiscal year ending during the following calendar year. B-6 16G 1 ~ Beginning with fiscal year 1995 the millage rates for capital projects are included in the General Fund millage rate. Source: Collier County Comprehensive AnnuaJ Financial Report for Fiscal Year ending September 30, 1995 CoUier County, Florida Compnat~.t RJitiIJs of Bonded Debt To Total Tn~b!~ VaiultioD and }'oer C:lpitll lndebtedneu 1. Estimated 1995 Popub.tion 197,4(01) 2. Total Taxable Vcluitiion (1995) S 16,930,66! ,056(1) 3. DirC(.'"t Genera] Obligation Debt a) As a Percent of Taxable Valuation b) Per Capita $5,360,000 .0317% $27.15 4. Direct and Overlapping Gene:ral ObJiga:ion Debt a) As a percent ofT<1Xablc Valuation b) Per Capita $5,360,000 .0317% $27.15 5. Direct Non~Self Supporting Revenue and Direct G~era1 Obligation Debt a) As a percent of Taxable Valuation b) Per Capita $72,645,118 .4291% S36&.01 6. Direct and Overlapping General Obligation and Non-Self Supporting Revenue Debt a) As a percent of Taxable Valuation b) Per Capita SI78,135,118 1052% S902.41 (I) Collier County Planning Office. (2) Coliier County Property Appraiser's Office. B-7 16G 1 The following table contains the countyvvide ad valorem millage rates for the tax years 1985 through 1995. Collier County, Florida Countywide Ad Valorem Millage Rates 1m 1221 l22l 15m 1m l22Q ~~ 1m 1m ~ CoUia Coonry 4.4479 4.5658 4.687 ~ 4.8665 5.1517 5.2070 54151 5.2751 48222 4.1948 School District 8.3160 8.0860 8 . 00'.)() 7.9570 8.2500 8.0240 7.8630 7.5400 7.1590 7.0480 In:kpcndeni Di.stricu Ui4l. Uii1a ~ -~ .l.lli.~ ..Lilli J.illl J...."ID ~~ ...L.ill.2 Total ~~ J..WJ.2 ~ JJJm ~.l ~l W~ ~ ~ ------- Sou: c:e: Collier County Compr("hcnsi':c Ar.nl!3J rmlJ"lC181 Report for Fi.!Ul y~ ~g SeJllanber 30 for Fiscal Yea:3 1985 :}trough 1995. MAJOR TAXPA YERS f.N COLLIER COtTNIT, FLORIDA No taxpayer provides ~()re than one percent of the total ad valorem tax revenues of the County. The ten largest taxpayers in 1994 were as foliows: j 994 Property Taxes Uyi~ Percent of Total Jaxes Uvied United T clephant Company of Florida FlcricLl Power & Light Co:npany WCN Communities' The Ritz Carlton Hotel Collier Development Corporation City National Bank of Miami, Trustee Raymond Lutgert, Trustee L...oe County Electric Wal Mart Stores Halstatt Partnership Total Total Property Taxes Levied $ 1,468,630 1 ,462,409 1,176,841 1,013,025 1,000,991 992,774 583,798 468,565 408,718 399,981 $_ 8975 7M $238,52l..Q.la 0.61% 061 0.49 0.42 0.41 0.41 024 0.19 0.17 QJ..Q Ul% Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ending September 30, 1995, Collier County Property Appraiser's Office Taxpayer listing in order of taxes levied. A'-!1ounts for taxpayers with similar, but not the same name have not been combined. B-8 16G 1 t COLLIER COUNTY, FLORIDA PROPERTY VALUE, CONSTRUCnON AND BANK DEPOSITS 1986 - 1995 Construction and Property Values ConunencalJIndustria1 RtsidcntiAl( I ) Number of Value (In Number of Number of Val.le (In Banlc Deposits EermitS" ThoU3ands )0) P crmitS" .J1.ai1e'_ ~m.f2 nn~i') ]82 527,754 2.156 3,85] nn,775 SI,I00,892 252 36.007 3,05? 6,m:5 2n,ll8 1,.323, I SO 270 51,897 2,~97 6,4S'6 4.19.540 1.505.433 300 77.720 3,024 6,828 4:18.345 1,672,041 382 Sl.M9 3.04<1 6)32 4n,736 1.910,521 458 89,24) 2,361 3,600 2'1],487 2,0f!.6 .119 339 77,169 2,87C. 4,552 )(;9,141 2,07,' 33 293 62,21 ] 2,6&4 4.073 3~J7 ,861 2,i07, : 07 266 47,724 14,191 4,323 47~,,7869 2,K70,991 . Fiscal Yw: 1986 1987 19&8 1989 1m 199t 1992 \994 ~995 (1) (J) L-Jc1u1.~ Duplexts,lv1obiiir: Hon: es, MuJt.i..Fnniiy md Single Farnily S!riX;t'.ore5 Depi:lnmcn: of Comnunil)' D:v~lcpment - ?ermi!Nnit (e'yJl1 by typo': of 5:ruC.tun: (ne'\il ~ oo.r)} Numb.:r of units cfnoo.residentiaJ cors,>:,.'ction i3 not avai]l.ble. \'lh..~ ~ stJr'.rd ~t rnukCl Y"J~ FlO!idt i3anker'~ k.socia;jorL OJ (4) Source. Collier County Conrprehensive AilJ11la.1 Financicl J1tport far FillC'..a.l Yea: ending Sept:-;nber 30. 1995 Agncultru'e Agriculture is a dominant factor in the economy of the County. Rainfall averages about 52 inches annuvly ~ith mO!>1 of the precipitmion ex-rurring during the late spring and summer. Toc high yearly rainfali and year-round mild temperature f:nable a3ricu1ture to be a productive $C(;tor of the County economy. A5 of December 1990, there were approximately 576,400 acres in agIicultural production. The County is Fiorida's largest producer of vegetables, including tomatoes, cucumbers and peppers as major crops. Approximately 23,565 acrcs are devoted to citLls production in the County. In 1988-90, there were 2,542,000 boxes of citrus produced. Over 170,000 acres are utilized for cattle pmureland and rangeland. Tourism Tourism is a major factor in the economy of the County. VISitors to the County enjoy its Gulf of Mexico beaches, golf, teIlPjs and other attractions. Everglades National Park, the United States' only subtropical national park, located near Naples, comprises a substantial pcrtion of the County. Collier-Seminole Park and Corkscrew Swamp are also located close by. Saltwater fishing in the Gulf of ~1cxico, as well as freshwater fishing, makes the many lakes and waterways popular vacation spots. The County is regard as one ofthe largest shelling areas in the United ~.tates. B-S' 16G 1 J Transportation Collier County is served by US Highway 41 (the Tamiami Trail) and the Everglades Parkway, which links Naples to the east coast of Florida and intersects U. S Highway 27, providing access to the Sunshine State Parkway An extension of Interstate Highway 75, down the west coast of Florida from Tampa to the Naples area and connecting the Everglades Parkway has been completed. Upon completion of a construction project to expand Everglades Parkway to four lanes, it became part of the Interstate Highway System and 1-75 which runs from Naples to Miami. Greyhound Bus Lines connects the County to all points within the State. Frcight forwarders provide interstate connections. Air service is available at the Naples Airport owned by the City of Naplt"s and covers an area of approximately 650 acres. The airport has two lighted 5,000 feet hard surfaced runways, each 1 50 feet wide. Commuter airlines offer regularly schedules flights to Miami and Tampa. Air service at the Southwest International Airport near Fort Myers, 35 miles north of Naples, reaches major eastern cities. Educational Sj'stem The County school system ser.'es ::'PPioximately 23,000 students in over 30 schools. The public schools provide a varied arlult education prognrn and a special program for pre-sc.hool chiidren. There are several private and parochial ~choo!s in the Couilty offering classes from kindergarten through the twelfth gude Edison Community Coilege's main C<m1PUS, in Fort Myers with~. branch campus in Naples. offers technical training as well as coilege preparation for students. Medical Fitcilities Napies Community Hospital, a non-profit, pri"vate corporation, provides health services to the residents of the County. It has approximately 1,300 professional and suppcrt personnel and an additional 1,650 auxiliary members. The hospital currently has 381 beds, 24-hour emergency room ~ervice and a 20-bed psychiatric facility. In addition to the tiaditionai hospital :;ervices and facilitje~, Naples Comrnunity Hospital provides the foUowing specialized services and facilities: Physical Therapy D(:partment, Intensive Carl;: Unit, Special Care Wing (incbdes rntensiv~ Care Urit, Card::lc Care Unit and Progressive Intensive (are Area), Electrodiag,\ostic Labora.tory (EEG-EMG-ENG), Nuclear Medicine, Neurovascular Radiology and X-Ray Diagnostics, Special Procedures and Compu-:erize Tomographic (CT) Scanning. The Collier County Health Department operates in every community in the County under the direction of a licensed physician and with a staff of trained specialists, including public health workers, nurses, sanitarians and clinical psychologists B-10 APPENDIX C FORl\1 OF INDENTURE 16G 11 TRUST INDENTURE BETWEEN HERITAGE GREENS COMMUNITY DEVELOP~IT DISTI~ICT AlID ?IRST UNION NAT:OU1.L BANK OF FI.OP.:CDA, Miami, FLorida, 1\a Tn1.l1t~e D~t~d ~g of Dec~er 1, 1996 AUTHORIZING ~iD SECURING HERITAGE GREENS COMMUNITY DF.VELOPMENT DISTRICT SPECIAL ASSESSMENT B01IDS, SERIES 1996 6TH\HARRlS\15784.01\11/26/96 n.aLE O~ CONTENTS DEFINITIONS . . , , , , . , ARTICLE I SECTION 2.01, SEC'TrON 2,02. SECTION 2,03, SECTION 2.0.1, SECTION 2.05, SEC'TION 2.06. SECTION 2,07. SECTION 2.08. SEC'TrON 2.09. SECTION 2.10. SEC7!ON 3.01. sEcrrcN 3.02, SECTION 3.03, SECTION 3.04 ARTICLE II THE BOl-."'DS Amounts and Terms of Series 1996 Bondsi Details of Series 1996 Bonds , , . . . . , . . . , Execution , , , . . . . . . . Authentication; Authenticating Agent . . . . . . . , . Registration and Registrar Mutilat~d, Destroyed, Lost or Stolen Bonds . . . . . . Temporary Bonda . . . . . Cancellation and D~struction of S~rrenaered Bonos Registration, Tra~e!er a~d Exchange . . . . . . , . PeraO~E D~emed Owners Qualifi.cation for 'rh~ Depository T~l5t Compa~y . . . , . , . . ARTICLE II I ISSUE OF BalmS Issue cf Seriea 1995 Bonds Issue of Refunding Bonds . Disposition of Proceeds of Bonds CloGiDg Statement; PaYMent by Trustee . , . .. . . . . ARTICLE IV ACQUISITION OF PROJECT SECTION 4.01. Project to Conform to Plans and Specifications; Changes SECTION 4.02. Compliance Requirements . . . . GTH\HARRIS\15784.01\11/26/96 (i) 16G 1. EAQE 3 16 18 18 19 19 20 20 20 21 22 23 25 26 26 27 27 SECTION 5.01 SECTION 5.02. SECTION 5.03. SECTION 5.04. SECTION 6.01. SECTION 6,02. SECTION 6.03. SECTION 6.04. SECTION 6,05. SECTION 6,06. SECTION 6.07. 16G 1 ARTICLE V CONSTRUCTION FUND Establishment of and Payments from Construction Fu~d . . . . Construction Fu~d Disbursements Records and Reports During Constl~ction Period Completion of Construction ARTICLE VI NON-AD VALOREM SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS ANT) ACCOUNTS Non-Ad Valorem Special Assessments; Lien of Indenture on Pledged Revenues Funds and Accounts Relating to the Bonds Revenue Fund Debt Service Fund Debt Service Reserve Fund Procedure When Funds Are Sufficient to Pay All Bonds Rebate Fund, , ARTICLE VII SE~URITY FeR k~~ INVESTMENT OR DEPOSIT OF FUNDS ,sECTION 7.01. SECTION 7.02. SECTION 7.03. SECTION 8.01. SECTION 8.02. SECTION 8.03. SECT!ON 8.04. Deposits ~nd Security Th~refor Investment or Deposit of Funds Valuation of Funds . . . . . . ARTICLE VIII REDEl-1PTION AND PURCP.l.5E OF BOlm3 Redemption Dates and Notice of Redemption Purchaoe . . . . . Bond Redemption Fu~d Pa}~ent of Redemption o . " r~ces. and of pri,::e ARTICLE IX COVENANTS OF TEE ISSUER SECTION 9.01, Power to Issue Bends and Create Lie:1- . . . . . GTH\HARRIS\15784.01\11/26/96 (i i) 28 29 30 30 32 33 33 34 35 36 36 36 38 39 41 43 45 46 48 SECTION 9.02, SECTION 9,03. SECTION 9,04, SECTION 9. OS. SECTION 9,06. SECTION 9.07. SECTION 9.08. SECTION 9.09. SECTION 9.10. SECTION 9.11. SECTION 9.12. SECTION 9.13. SECTION 9,14. SECTION 9.15. SECTION 9.16. SECTION 9.17. SECTION 9.18. SECTION 9.19. SECTION 9.20. SECTION 3.21. SECTION 9.22. SECTION 9.23. SECTION 9.24, 5"""..t.CTION 9.25. 16G 1 Payment of Principal and Interest on Bonds . . . . . Special Assessments; Re- Assessments Method of Collection Delinquent Special Assessments Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special Assessment Liens . . Books and Records with Respect to Special Assessments . . . . Removal of Special Assessment Liens ......... Completion of Project Construction to be on Issuer Lands ' . . . . Operation, Use and Maintenance of Project Obser/ance of and Compliance with Valid Requirements . . . . Payment of Operating or Maintenance Costs by State or Others . . . . . . . Public Liability and Property Damage Insurance; Maintenance of Insurance; Use of Insurance and Conde~~ation Proceeds Collection of Insurance Proceeds Use of Revenues fer Authorized Purposes Only Books, Records and Annual Reports . . . . . . . . .. .. .. Observance of Accol.:.nting St.andards Employment of Ccrt if led PlJbl ~.:: A2CClJntant . ...... Establishment of Fiscal Year, AnnlJal BlJdget . . . , . Emplo~nent of Consulting Engineer; Consulting Engineer's Report . .. ..... Audit Reports Information to Be Filed with Trustee . . . . Covenant Against Sale or Encumbrance; Exceptions Fidelity Bonds GTH\HARRIS\15784.01\11/26/96 (iii) .EAGE 48 49 49 SO SO 51 51 52 53 53 53 53 54 56 57 57 58 58 58 59 59 59 60 60 SECTION 9.26. SECTION 9.27. SECTION 9,28. . SECTION 9.29. SECTION 9.30. SECTION 9.31. SECTION 9.32. SECTION 9.33, 16G 1, .EAGE No Loss of Lien on Pledged Revenue . Compliance With Other Contracts and Agreements Issuance of Additional Obligations Extension of Time for Payment of Interest Prohibited Further Assurances Investments to Comply with Internal Revenue Code Corporate Existence and Maintenance of Properties Continuing Disclosure 61 61 61 61 61 61 62 62 ARTICLE X EVENTS OF DEFAULT AND REMEDIES SECTION 10.0l. Events of Default and Remedies 65 SECTION 10.02. Events of Default Defined 65 SECTION 10.03. No Acceleration 66 SECTION 10.04. Legal Proceeding::; by Trustee 66 SECTION 10.05. Discontinuance of Proceedings by Trustee 66 SECTION 10,06, Bondholders May Direct Proceedings 66 SECTION 10.07. Limitatio:1s on Actions by Bondholders 66 SECTION 10.08. Truste"! May Enforce Rights Without Possession of Bonds 67 SECTION 10.09. Re~edies Not Exclusive 67 SE.:TION 10.10. Delays 3.nd Omiss iOI's Not to Impai:r- Ri9h~.s 67 SECTION 10.1I. .~ppl i ca t i::m of Moneys in Event of DefaL'.lt 67 SECTION 10,12, Tru.stee's Right to Receiver; Compliance with Act 68 SECTION 10,1.3. Trustee unci Bondholders Entitled to all RCl:,.edies '..mder Al::t 68 ARTICLE XI THE TRUSTEE; TH.S PAYING AGENT AND REGISTRj\R SECTION 11.01, Acceptance of Trust .... SECTION 11.02. No Responsibility for Recitals GTH\HARRiS\15784.01\11/26/96 69 69 (iv) 16G 1, SECTION 11.03. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence SECTION 11.04. Compensation and Indemnity SE(~ION 11.05, No Duty to Renew Insurance. SECTION 11,06. Notice of Default; Right to Investigate . SECTION 11.07. Obligation to Act on Defaults SECTION 11.08. Reliance by Trustee SECTION 11,09. Trustee May Deal in Bonds SECTION 11.10. Construction of Ambiguous Provisions SECTION 11.11. Resignation of Trustee SECTION 11.12, Removal of Trustee , SECTION 11,13. Appointment of Successor Trustee SECTION 11.14. Qualification of Successor SECTION 11.15. Instruments of Succession SECTION 11.16, Merger of Trustee SECTION 11.17. Extension of Rights and Duties of Trustee to Paying Agent and Registrar SECTION 11.18. Resignation of Paying Agent or Registrar SECTION 11.19. Removal of Paying Agent or Registrar SECTION 11.20. Appointir,ent of Successor Paying Agent or Registrar SECTION 11.21. Qualifications 0: S'..lcce.ssor Paying Agen~ or Registrar SECTION 11.22. Judicial l"\ppointment or Successor Paying A2ent or Registrar SECTICN 11.23. Acceptance of Duti~s by Successor Paying Agen~ or Registrar SECTION 11.24. Successor by MeLger or Consolidation ARTICLE XI I ACTS OF BO~""DHOLDERS; EVIDENCE OF OWNeRSHIP OF BOr-.~S SECTION 12.01. Acts of Bor.dholders; Evidence of Ownership of Bor.ds ..,.. (v) GTH\HARRIS\15784.01\11/26/96 .EAGE 69 69 70 70 70 70 71 71 71 71 72 72 72 73 73 73 74 74 74 75 75 75 76 ARTICLE XIII AMENDMENTS MID SUPPLEMENTS SECTION 13.01, Amendments and Supplements without Bondholders' Consent SECTION 13.02. Amendments With Bondholders' Consent , , , , . . . . . . SECTION 13.03. Trustee Authorized to Join in A:nendrnents a.nd Supplements; Reliance on Counsel . , . . ARTICLE XIV DEFEASANCE SECTION 14.01. Defeasance SECTION 14,02. Deposit of Funds for Payment of Bonds . . . , ART!CLE XV MISCELLANEOUS PROVISIONS SECTION 15,01. Limitationo on Recourse SECTION 15.02. Pa~nent Dates SECTION 15.03. No Rights Conferred on Others SECTION 15.04. Illegal provisions Disregarded SECTION 15,05. Substitute Notice SECTION 15,06. Notices SECTION 15,07, Controlling Law SECTION 15.08. Suc=esBors and Assigns SE~rION 15.09. Headings for Convenience Only SECTION 15.10. Counterparts SECTION 15.11, Appendices and Exhibits 16G 1 EXHIBIT B EXHIBIT C EXHIBIT D LEGAL DESCRIP1'Ir)~ OF HERITAGE GREENS CO~~~ITY DEVEI~PMENT DISTRICT DESCRIPTION OF THE PROJECT FORM OF SERIES 1996 BOND FORJ'.1 OF REQU-::SITION . . . . EXHIBIT A (vi) bTIflHARRIS\15784.Cl\11/2&/96 EAGE 77 77 78 79 79 81 81 81 81 81 81 82 82 82 82 83 A-1 B-1 C-l D-1 16G ~ THIS TRUST INDENTU~E, dated ao of , 1996 (the "Indenture") by and between HERITAGE GREENS COMMU.~ITY DEVELOPMENT DISTRICT (the "Issuer"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and FIRST UNION NATIONAL BANK OF FLORIDA, a national banking associa- tion duly organized and existing under the lawE; of the United States of America and having corporate trust of fices in Miami, Florida (said national banking association and any bank or trust company becoming successor trustee under the Indenture being here- inafter referred to as the "Trustee") i H I .I 11 E. .a .a E .I B: WHEREAS, the Issuer is a local unit of special-purpose ment created and established in accordance with the Community Development District Act of 1980, Cho.ptf~r 190, Statutes, as amended (the "Act") and by Collier County, (the "County"); and govern- Uniform Florida Florida WHEP..EAS, the premises to be governed by the Issuer are described more fully in Exhibit A attached hereto and made a part hereof (the "District Lands" or the "District") and consists of approximately 252 acres of land located entirely within the County; and WHEREAS, the Developer, as hereinafter defined, proposes to develop within the District certain residential units and related facilities constituting a community development to be located on the District Landsj and WHEREAS, the Issuer has been created and estaclished for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and WHEREAS, the I ssuer has dec ided to undert.ake the planning, financing, acquisition, construction, ~quipping a~d installation of certain improvements authorized purs\lan~ to the Act for the sp~cial benefit of the District Lands and all other facilities authorized by the Act (the "Project", as hereinafter defined) j and W:-iEREAS, the Issuer proposes to finance t.he co:;t of acquisi- tion and conatruction of the Project by the issuance of the Bonds (hereinafter defined) pursuant to this Indenturej NOV;, THEREFOHE, THIS INDSNTtJRE viITNESSETH, t".hat to provide for the issuance of the Eonds under this Indenture, the security and payment of the principal, redempt.ion or purchase pric,: t.hereof (as the case may be) and interest thereon, the rights of the Owners of the Bonds and the performance and observance of all of the covenants contained herein and in said Bonds, for and ~n GTH\HARRIS\15784.01\11/26!96 16G 1 consideration of the mutual covenants herein contaJ.ned and of the purchase and acceptance of the Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be leg2'lly bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Bonds issued hereunder and to secure the performance of all the Issuer's obligations hereunder, all in the ~~er hereinafter provided, and the Issuer further hereby agrees with and coven"mta unto the Trustee as follows: GTH\~IS\157B4.01\11/26/95 - 2 - AR':t'ICLE I 1 6G 1. f DEFINITIONS In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms used as defined terms in the recitals hereto shall have the same meaning throughout the Indenture, and in addition, the following terms shall have the meani.ngs specified belo.....: "Account" shall mean any account established pursuant to the Indenture. "Acquisition Agreement" shall mean the Improvement l\cquisition Agreement between the Issuer and Developer, dated as of , 1996, pursuant to which the Developer has agreed to conRtrl..lct and sell to the Issuer, and the Issuer has agreed to purchase from the Developer, certain improvements c~mprising the Project or a portion thereof. "Act" shall mean the. Uniform Community Developmen~ District Act of 1980, Chapter 190, Florida Statutes, as amende~ from time to time, ar,d ~ny successor st~tute thp.reto. ~ Annual Budget" aha::'l T!1~an t:he Issuer I s budget of current operating and maintenance p.xpensee for the Project for a Fiscal Ye3r. adopted purauant ~o the provisions of Section 9,20 of the I<ldentul"E:., as thf~ .3ame r:'lay be art.ended from t.irr;e: to ti.me. "Authenticating Agent" shall mean the a3ent Be described in, and appci~ted pursuant to, Section 2.03 h~rcof. "Authorized Df!f'.om.:ino.t:iofl" shal~ mean $5,000 and any integral multiple of $5,000. "Authorized Newspaper~ shall mean a ne....spaper printed in English and custorna.:rily publishec at. least once a. day clt least five days a week and generally circulated in New York, Hew York, or Collier County, Florida or such other cities as the Iss~er from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are required, they may be made in the same or different Authorized Newspapers. "Board" shall mean the board of supervisors of t:1e Issuer. "Bond Counsel" shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from ~jross income - 3 - GTH\HARRIS\15784.01\11/26/96 for federal income tax purposes of interest on Obligatt~sGiS~d by states and their political subdivisions. "Bondholder", "Holder of Bonds", "Holder" or "Registered OwnerR or any similar term shall mean any Person or Persons who shall be the registered owner of Outstanding Bonel or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar. RBond Redemption Fund" shall mean the Fund so d!~signated which is established pursuant to Section 8.03 hereof. "Bond Register" shall have the meaning specified in Section 2,04 of this Indenture, RBonds" shall mean, collectively, (i) Serie.s ~.996 Bonds and (ii) any and all series of Refunding Bonds authenticated and delivered under the Indenture. No additional bonds <ire authorized under this Indenture. "BuDiness Day" 611-5.1J. mean any day other than a Sa::urday or Sunday or legal holiday or a day on which the principal office of the Issuer, the Tru.s:~e, the Registrar or any Paying Agent is closed, "Certified Public Accountant" shall mean a Person, ,..ho shall be Independent, appointed by the Issuer actively engaged in the busin~ss of public accounting and duly certified an a certified public accountant under the 13.\0:8 of the State, "Certified Resolution" or "Certified Resolution of the Issuer" shall mean a copy of one or more resolutions certified by the Aecretary or an Assistant Secreta:-}' cf the ISEuer, unJer its seal, to have been duly adopted by the Board and to be in f~ll force and effect as of the date of such c~rtification. R Code" shall mean the Internal Revenue Code of 1986, as amended, "Construction Fund" shall mean the Fund so designa.ted which is established pursuant to Section 5.01 hereof, "Consultant" shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to municipal entities and having a favorable reputation for skill and experience in the financial affairs of municipal entities. RConsultant' s Certificate" shall mean a certificate or a report prepared in accordance with then applicable professional standards duly executed by a Consultant. - 4 - GTH\HARRIS\lS784.01\11/26/96 16G 1 "Consulting Engineer" shall mean the Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 9.21 of this Indenture to perform and carry out duties imposed on the Consulting Engineer by the Indenture. The Independent engineer or engineering firm or corpor- ation at the time serving as the engineer to the District may serve as Consulting Engineer under the Indenture. "Cost" or "Costs", in connection with the Project or any portion thereof, shall mean all expenses which are properly charge- able thereto under Generally Accepted Accounting Principles or which are incidental to the planning, financing, aC~lisition, con- struction, equipping and installation thereof, including, without limiting the generality of the foregoing: (a) expenses of determining the feasibility or prac- ticability ot acquisition, construction, or reconstruction; (b) ations; cost of survey~, estimates, plans, and specific- (c) cost of improvements; (d) engineering, Trustee, accounting and expenses and charges; a~~hitectural, fiscal, other professional and leQal, advisory (e) cost of all labor, materials, machinery, and equipment (including, '",i thout 1 imitation, (i) am'~~.mts payable to contractors, builders and ~aterialmen and costs incident to the award of contracts and 'ii) the cost of labor, facilities and nervices turni shed by the Iss'..ler ar.d it 9 employees, materials a"d supplies purchased by the Issuer and permits and licenses obtained by the Iss'..ler); (f) cost of all lands, properties, rightu, easements, and franchises acquired; (g) financing charges; funds: (h) creation of initial res (.'!"ve and c"ebt service (i) working capital; (j) interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine; - 5 - GTH\HAP~IS\15784.01\11/26/96 16G 1... (k) the cost of issuance of bonds, including, without limitation, advertisements and printing; (l) the cost of any election held pursuant to the Act and all other expenses of issuance of bonds; (m) bonds; the discount, if any, on the sale cr exchange of In) amounts required to repay tempoloary or bond anticipation loans made to finance any costs permitted under the Act; {oj costs of prior improvements performed by the Issuer in anticipation of the Project; (pi CClsta incurred to enforce remedies against contractors, subcontractors, any provider of lab~r, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection wi.th any other dispute; (q) premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction ~.nd insurance against the same; (r) payments, contributions, dedication.s, and any other exactions required as a condition to receive any government approval or permi t necessary to ac :omplish any District purpose; (s) administrative expenses; It) such other expenses as may be r.ecessary or incidental to the acquisition, construction, or reconstruction of the Project or to the financi~g thereof; and (u) "ny ether "cost" or expense as provided by the Act.. In connection with the rcfundins or redeemir!g of cony Bonds, "Cost" includes, without limiting the generality of the fo=egoing, the i terr.s 11st.C!d in (d), (k), (1) and (m) above, and other expenses related to tbe n:deri1]?t.ion of the Bonds to be redeemed and the Redemption Price of such Bonds (ar,d the accn.1.ed interest payable on red~:npt ion to the extent. not otherwi ae provided for), llJhenever Costs are requir~d to be it:em.iz':'!d, such itemization shall, to t.he extent practicable, correspond with the items li.sted above, Whenever Costs are tc be paid hereunder, sucn payme:1.t may be made - 6 - GTH\HARRI~\15784.01\lj/26!96 lbG A by way of reimbursement to the Issuer or any othe)~ Person who has paid the same. "Counsel" shall mean an attorney-at-law or law firm (who may be counsel for the Issuer) not unsatisfactory to the Trustee, "County" shall mean Collier County, Florida. "Debt Service Fund" shall mean the Fund so designated which is established pursuant to Section 6.04 hereof. "Debt Service Requirements", with reference to a specified period, shall mean: (a) interest payable on the Bonds dur:.ng such period, subject to reduction for amounts held as capit:alized interest ~n the Funds and Accounts established under the Indenture; (b) amounts required to be paid into any mandatory sinking fund account with respect to the BO:1ds during such period; and (c) amounts required to pay the princi;;:-al of the Bonds maturing during such period and not to be redel~med prior to or at maturity through any sinking fund account. "Debt Service Reserve Fund" shall mean the ~\d so designated which is established pursuant to Section 6.05 hereof, "Debt Service Reserve Requirement." shall mean an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for all Outstanding Bonds, (ii) 125\ of the average annual Debt Service Requirements for all Outstanding Bonds, or (iii) 10\ of Bonds Outstanding on an Interest Pal~ent Date calculated after any redemption on said Interest Payment Date. "Defeasance Securities" shall mean, to the extent permitted by law, (a) non-callable Government Obligations, and (b) securities described in paragraph (i) of the definition of Investment Securities. "Developer" shall mean Ronto Developments Naples, Inc" and any entity which succeeds to all or any part of the interests and assumes any or all of the responsibilities of said entity as the master developer of the District Lands. "District Lands" or "District" shall mean the premises governed by the Issuer, consisting of approximate:y 252 acres of land conotituting a community development located ~ntirely within the County, as more fully described in Exhibit A hereto, - 7 - 6TH\HARRlS\15784.01\!1/26i96 lbG 1, "District Manager" shall mean the then District Manager or acting District Manager of the Issu~r. "Event of Default" shall mean any of the eveLts described in Section 10,02 hereof. "Fiscal Year" shall mean the period of twelve (12) months beginning October 1 of each calendar year and ending on September 30 of the following calendar year, and also shall mean the period from actual execution hereof to and including the next succeeding September 30; or such other consecutive twelve-month period as authorized by law. "Fund" shall mean any fund established pursuant to this Indenture. "Generally Accepted Azcounting Principles" sr.all mean those accounting principles applicable in the preparaticn of financial statements of municipalities. "Government Obligations" shall mean direct obL.gations of, or obligations the timely payment of principal of and interest on which are uncondi tionally guaranteed by, the Uni ted States of America. "Indenture" shall mean thi s Indenture by and between the Issuer and the Trustee, as supplemented from tlr.le to time in accordance with the provisions of Article XIII here~f. "Independent" shall mean a Person who is not a member of the Issuer I s Board, an officer or employee of the ::ssuer or the Developer, or which is not a partnership, corporation or associa- tion having a partner, director, officer, member Clr substantial stocklJolder who is a member of the Issuer I B Board, or an officer or employee of the Issuer; provided, however, that the ;:act that such Person is retained re~ularly by or re~~larly transacts business with the Issuer or the Developer shall not make s~ch Person an employee within the meaning of [his ~efinition. "Institutional Investor" shall have the meaning ascribed to it by Rule 144A promulgated by tbe Uni ted States Securities and Exchange Co~miasion under the Securities and Exchange Act of 1933. "Interest Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pur- suant to Section 6,04 hereof. "Interest Payment Date" shall mean each May 1 and Novetruber 1, while any Bonds are Outstanding; provided that the first interest payment shall be on May 1, 1997, - 8 - 6iH\KARRIS\15784.01\11/2b/96 16G 1 "Investment Securi ties" shall mean and include any of the following securities, if and to the extent the same are at the time legal investments for funds of the Issuer: (a) Gove~ment Obligations; (b) Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government-sponsored agencies which may presently exist or be hereafter created; provided that, such bond&, deben- tures, notes or other evidences of indebtedness are fully gua- ranteed as to both principal and interest by the United States of America: Bank for Cooperatives; Federal Intermediate Credit Banks; Federal Financing Bank; Federal Home Loan Bank System; Export-Import Bank of the United S~ate8; Farmers Home Administration; Small Business Administrationj Inter-American Development BanK; International Bank for Reconstruction and Development; Federal Land B~nks; the Federal National Mortgage Association; the Gove:;:-nmer.t National Mortgage Ailsociation; the Tennessee Valley Authority; or the Washingto:1 Metropolitan Area Transit Authority; (c) Direct and general obligations of any state of the Uni ted States, to the payment of the principal elf and interest on which the full faith and credit of such state is pledged, if at the time of their purchase such obligations are rated in either of the two highest rating categories by either S&P or Moody's; (d) Negotiable or non-negotiable ce~tificates of deposit, time deposits or other similar banking arrangements issued by any bank or trust company, including the Trustee, or any federal savings and loan association, the deposits of which are insured by the Federal Deposit Insuran:e Corporation (including the FDIC I S Savings Association Insurance Fund), which securities I to the extent that the principal thereof exceeds the maximum amount insurable by the Federal Deposit Insurance Corporation and, therefore I are not so insured, shall be fully secured to the extent permitted by law as to principal and interest by the securities listed in subsections (a), (b) or (c) above; provided, however, that with respect to securities used to secure securities hereunder, in addition to direct and general obligations of any state of the United States, Investment Securities shall include direct and general obligations of any political subdivision or instl~mentality of any such state, to the payment of the principal of and inter- est on which the full faith and credit of such subdivision or instrumentality is pledged if such obligations are initia~ly rated ~A~ or higher by either S~P or Moody's; - 9 - GTIi\I-'.6AAIS\ 15704.01 \ 11126196 16G .2 (e) Bank or broker repurchase agreements fully secured by securities specified in (a) or (b) above, which may include repurchase agreements with the commercial banking department of the Trustee, provided that such securitien are deposited with the Trustee, with a Federal Reserve Bank or with a bank or trust company (other than the seller of such securities) having a combined capital and surplus of not less than $100,000,000; (f) A promissory note of a bank holdin9 company rated "AA" or better by either S&P or Moody's; (g) Any consist of (a), short term government (b) and (c) above; fund whose assets (h) Commercial paper which at the time of purchase is rated in the highest rating category by either ~)&P or Moody's; (i) (A) certificates evidencing a di:rect ownership interest in non-callable Government Obligations or in future interest or principal payments thereon held in a custody account by a custodian satisfactory to the Tr.J.stee, and (B) obligations of any state of the United States of America or ar.y political subdivision, public instrumentality or public authority of any such state which are not subject to redemp- tion prior to the date on which the proceeds attributable to the principal of such obligations are to be used ar.d which are fully secured by and payable solely from non-callable Govern- ment Obligations held pursuant to an escrow agreement satis- factory to the Trustee, provided that such obli.gations shall be rated in the highest rating category of either Moody's or S&P; (j) shares of an open-end, diversified investment company which is registered under the Investment Company Act of 1940, as amended, and which invests its assets in any of the securities described in clauses (a), (b) or (c) hereof; (k) invests its clauses (a), shares of any money market mutual funds which fund assets in any of the securi ties described in (b) or (c) hereof; and (l) other invest.men:s in which funds of the Issuer rr.ay be lawfully invested. r.Issuer" shall mean Heritage Greens Community Development District. "Moody's" shall mean Moody's Investors Service, Inc., a cor- poration organized and existing under the laws of the State of Delaware, its successors ana their assigns, a;1d, if such corpor- - 10 - GTH\HARRIS\15784 01\11/26/96 1 bb ... ation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and accl~pta:Ole to the Trustee. .NRMSIR" shall mean any nationally recogn.ized municipal securities information repository approved by the Securities and Exchange Commission as the District may select for the purpose of filing reports, and any ~tate information depository established for the State of Florida. "Officers' Certificate" or "Officer's Certificate" shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee, "Option Agreement" means that agreement betweer:. [US Home] and the Developer dated as of [date] wherein Developer has granted US Home an exclusive option to acquire lots within Herita3e Greens. [Need copy of Agre~AentJ "OUtstanding", in conl1ection with Bonds, shall mean, as of the time in question, all Bonds authenticated and delivered under the Indenture, except: (a) all Bonds theretofore canceled or required to be canceled under Section 2.07 hereof; (b) Bonds for the payment, redemption or purchase of which moneys and/or Defeasance Securities, the principal of and interest on which, when due, wi 11 provide elufficient moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall concurrently be deposited .....ith the Trustee; provided that I if such Bor.ds are being redeemed, the required notice of redemption sh.:tll have been given or provision shall have been made therefor, a~d that if such Bonds are being purchased, there shall be a firm commit- ment for the purchase and sale thereof; and (c) Bonds in substitution for which oth(~r Bonds have been authentica tf:Q 3.nd del i vered pursuant ce, Article I I hereof. In determining whether the Holders of a requisitf: aggregate principal amount of Bends Outstanding have concurred in any request, demand, a~thcrizatior., direr.tion, notice, consent or waiver ~nder the provisions of the Indenture, Bonds to which the Trustee has been notified in writing by the Issuer (or of which the Trustee is otherwiSe 50 advised) tt) :c~ held on behalf of the Issuer or the Trustee shall be disreg~rded fer the purpose of any Duch - 11 - I;TH\HAAAj $\ :5784.01 \ 11 i26l9~ 16G 2. determination; provided, however, t;lis provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof. "Paying Agent n shall mean the Trustee, or any successor designated as such pursuant to Section 11,20 hereof. "Person" shall mean any individual, association, joint-stock company, organi zation, governmental body, municipality, municipal authority organization of individuals. corporation, partnership, trust, ~nincorporated political subdivision, or any other group or "Pledged Revenues" shall mean, (a) all revenues received by the Issuer from Special Assessments levied anc collected on the District Lands specially benef itted by the proj ect, including, without limitation, amounts received frOiil any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax cert:ificates with respect to such Special Assessments or from any other remedial action, and (b) all mon.ays on deposit in the Funds and Accounts established under the Indenture; provided, however, that Pledged Revenues shall not include revenues received by the IBsuer from (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and Iii) "special assessments" levied and ccllected by or on behalf of the Issuer ~jder Section 190.022 of the Act for main- tenance purposes or "maintenance special assessments" levied and collected by the Issuer under Section 190.021 (3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso) , "Prepayment Account" shall mean the Account so designated, established as a separate account within the Bond Redemption Fund pursuant to Section 8.03 hereof. "Principal Account" shall mean the Account so designated, establ ished as a separate account wi thin the Debt Service Fund pursuant to Section 6.04 hereof. "Project" shall mean the planning, construction, equipping and jns~allation permi t.ted under t.he Act <3.B authorized special benefit of the District Lands, described in ~~ibit B hereto. financing, acq<J.isition, of certain improvements by the District for the all as more specifically "P:r.operty Appraise:r." shall mean the property appraiser of the County. - 12 - ~.HARR:S\lS7S4.01\11/26/96 J. 0 \J ... "Property Appraiser and Tax Collector Agreement" shall mean the Property Appraiser and Tax Collector Agreement described in Section 9.04 hereof. "Rebate Fund" shall mean the Fund so designa.ted, which is established pursuant to an arbitrage rebate agreement, into which shall be deposited certain moneys in accordance with the provisions of said arbitrage rebate ngreement, "Record Date" shall mean, aa the case may be, the applicable Regular or Special Record Date. "Redemption Price" shall mean the principal amount of any Bond plus the applicable premium, if any, payable up.::>n redemption thereof pursuant to the Indenture. "Refunding Bonds" shall mean Bonds issued by the Issuer to refund or advance refund all or any portion of the Bonds Outstanding. "Registrar" shall mean the Trustee, or any successor designated pursuant to Section 11.20, which entity shall have the responsibilities set forth in Section 2.04 of this Indenture. "Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date. "Regulatory Body" shall mean and include (a) the United States of America and any department of or corporation, agen.::;y or instru- mentality heretofore or hereafter created, designated or estab- 1 ished by the United States of America., (b) the Stat.e, any poli- tical subdivision thereof and any department of or cOI~oration, agenc~' or instrument al i ty heretofore or hereafter crE!ated, desig- nated or established by the State, (c) the County and any depart- ment of or corporation, agency or instrumentality teretofore or hereafter created, designated or established by the County, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer. "Responsible Officer" or Responsible Officer of the Issuer" shall mean the Di5trict !-lar.i'lge::- or any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the 16s~er, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with re8pect to the execution of any particular aoc'..lment or other specific mCltter. "Revenue Fund" shall mean the Fund so designated which is established pursuant to Sectio~ 6.03 hereof. - 13 - GTH\HARRlS\157B4.01\11/26/96 16G 1 ~S&P" shall mean Standard & Poor's Ratings Group, a division of McGra..,-Hill, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee, "Series 1996 Bonds" shall mean the Dollars ($ ) aggregate principal amount of thl~ Issuer's Heritage Greens Community Development District (Collier County, Florida) Special Assessment Bonds, Series 1996, to be issued as fully registered Bonds in accordance with the provisions of the Indenture, and secured and authorized by the Indenture. "Sinking Fund Account" shall mean the Account so designated, establ ished as a separate acc.ount wi thin the Debt Service Fund pursuant to Section 6,04 hereof. "Special Assessments" shall mean (a) the net proceeds derived from the le~J and collection of "special assessments", as provided for in Sections 190.011(14) and 190.022 of the Act (except for any such special asse.'3sments levied and collected for maintenance pur- ~oBe8), against the District Lands that are subject t~ assessment as a result of the Project or any portion thereof, and (b) the net proceeds derived from the leTj and coll~ction of "ben.!fit special assessments", as provid~d for in Section 190.021 (2) of the P.ct, ~gain~t the lands within the District that are subjec!: to assess- m~nt as a result of the Project or any portion thereof. and in the ~ase of both "special assessments" and "benefit special assess- mentsfl, including the interest and penalties on such ilsseasments, pur:H.l2nt t.:> all applicable provisions of the Act ar.d Chapter 170, F~orida Statutes. and Chapter 197, Florida Statutes (and any successor statutes t.heretoi, including, without limitation, any amount received from any forer::losure proceeding for the: er.forcement of collection of such assessments or from the issuance and sale of tax certificates with l'espect to such assessments, l.:!ss (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector or other collection agent and less certain .'!dministrative costs payable to the Property Jl.ppraiEer and Tax Collector pursuant :'0 the Property Appraiser and Ta;( Collector Agreement. "Special .?l..ssessments" shall not include ":7laintenance special assessments" levied and collected by the IE:suer under Section 190.021(3) of the Act. "Special Record Date" Ghall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in acc:ordance with Section 2.01 hereof. "State" shall mean the State of Florida. - 14 - GTH\HA~IS\15784.01\11/26/9~ 16G 1i "Tax Collector" shall mean the tax collector of the County. The words "hereof", "herein", "hereto", "hereby", and "hereunder" (except in the form of Bond), refer to the entire Indenture. Every "request", "requisition", "order", "demand", "application", "notice", "statement", "certificate", "consent", or similar action hereunder by the Issuer shall, unles!l the form or execution thereof is otherwise specifically provided, be in writing signed by a Responsible Officer. All words and terms importing the singular number shall, where the context requires, import the plural number and v.J.ce versa. [END OF ARTICLE I] - 15 - GTK\HARqIS\157&~.Ol\11/26i96 16G J. ARTICLE II THE BONDS SECTION 2,01. k~ounts and Terms of Series l~londs: Details of Series 1996 Eond~. The Issuer is hereby authorized to issue pursuant to the terms and conditions of this Indenture, its obligations to be Y~own as "Heritage Greens Community Development District Special Assessment Bonds, Series 1996" (the "Series 1996 Bonds"). The total principal amount of Series 1996 Bonds that may be issued under this Indenture is expressly limited to Dollars ($ ) , The Series 1996 Bonds shall be issued substantially in the form attached hereto as Exhibit C, with such appropriatt! variations, omissions and insert ions as are permitted or requ ired by this Indenture. The Serie~ 1996 Bonds shall be numbered consecutively from R-1 and upwards. Thp. Issuer shall issue the Seriec 1996 Bonds upon execution hereof and satisfaction of the requirements of Section 3.01 hereof; and the Tnlstee shall, at the Issuer's request, authenticate the Series 1996 Bonds and deliver them as specified in the request. The Series 1996 Bonds are being issued and delivered hereunder for the purpose of (i) financ:.ng the Costs of the proj ect, (ii) making a deposit to the Debt Service Reserve Fund in the amount of the Debt Service Reserve Requirement and (iii) paying the costs of issuance of the Series 199E Bonds. The Series 1996 Bonds shall be issued as fully registered bonds without coupons in Authorized Denominations. The Series 1996 BondD shall be dated 1, 1996. Interest on the Series 1996 Bonds shall be payable on May 1, 1997, and on each Interest Payment Date thereafter to maturity or prior redemption. Interest on the Series 1996 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a 1 to which interest has been paid, in which case from such date of authen:ication, or unless the date of authentication thereof is prior to ~ay 1, 1997, in which case from , 1996, or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from s11ch Interest Payment Date. The principal or Redemption Price of th~ Series 1996 Bends shall be payable in 1a...;f'11 money of the United States oE Arr.erica at the corporate trust of f ice of t.he Faying Agent upon pre:;entation of such Series 1996 Bcndo. The payment of interest on the Series 1936 Bonds shall be made on Poach Intel-est Payment Date to the o-,mers of the Ser-ies 1996 Bonds by check or draft dra-...m on the Paying Agent and mailed on the applicable Interest Payment Dat:.e to each Owner as such Owner appears on the Bond Register maintained by the Registrar - 16 - G~~HAPRIS\15784.01\11/26/~€ 16G 1 as of the close of business on the Re~ular Record Datc, at his address as it appears on the Bond Register. Any interest on any Series 1996 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereir.after called RDefaulted InterestR) shall be paid to the Owner in whose name the Series 1996 Bond is registered at the close of b'..lsiness on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than tcn (10) days prior to the date of proposed payment, The Trustee shall cause notice of the proposed pa~ent of such Defaulted Interest and the S:;:>ecial Record Date therefor to ~ mailed, first-class, postage-prepaid, to each o...ller of record as of the fifteenth (15th) day p:rior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date, The foregoing notwithstanding, any Owner of Series 1996 Bonds in an aggregate principal amount of at least $500,000 shall be entitled to have interest paid by wire transfer to su~h Owner to the bank account number on file with the Trustee and Paying Agent, upon requesting the same in a writing received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date, which writing shall specify the bank, w:1ich shall be a bank wi thin the continental Uni ted States, and bank account number to which interest payments are to be wirec., Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing deli.vered by the Owner to the Trustee and Paying Agent, and any such ;~escission or change of wire transfer instructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Interest Payment Date, The Series 1996 Bonds will mature on 1" subject to the right of prior redemption in accordance with their terms and as set forth herein and shall bear interest at the annual rate of percent (____%). Interest on the Series 1996 Bonds will be com9uted in all cases on the basis of a 360-day year of twelve 30-day months. Interest on overdue principal and, to the extent lawful, on overdue premium and interest will be payable at the numerical rate of interest borne by the Series 1996 Bonds on the day before the default occurred. The Trustee is hereby constituted and appoint~~d as Paying Agent for the Series 1996 Bonds. The foregoing provisio~s regarding th~ method a~d manner of pay::1ent of the Series 1996 Bonds shall equalJ,y apply to any Series of Refunding Bonds issued under this Indenture unless the Certified Reaolut.:on of the Issuer authorizing :.he issuance of such Refunding Bonds exprensly provides other~ise. - 17 - ~.~~jS\15704.0j\11/2[/96 16G 1. SECTION 2,02. Exec~tiQn, The Bonds sh~ll be executed by the manual or facsimile signature of the Chairman or Vice Chairman of the Issuer, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon request of the Issuer, be auth~nticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds. SECTION 2.03. Authentica~~~n: Authenticating 1~. No Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created, In the case of any Series of Bonds for which the Registrar is other than the Trustee for such Series of Bonds or the Issuer, the Trustee may appoint the Registrar as an Authenticating Agent, with the power to act on such Trustee's behalf, and such Authenticating Agent shall be subject to the direction of the Trustee in the authentication and delivery of Bonds in connection \~ith transfers and exchanges hereunder; the authentication and del:~very of Bonds by an Authenticating Agent pursuant to this Section :;hall, for all purposes of the Indenture, be deemed to be authentication and delivery "by the Trustee." The Trustee shall be entitled to be reimbursed for payments TLlade to any Authenticating Agent as reasonable compennation for its services. Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the A~thenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any further act on the part of the parties hereto or the A'.lthenticating Agent ur such successor corpcration. Any Autnenticating Agent may at any time resi~P1 by giving written r.otice of resign~tion to the Trustee, the Issuer and any Paying Agent. The Trustee may at any time terminate the agency of any A.uthe.!1ticating Agent by giving written notice of te~rmination to such Authenticating Ag~nt, the Issuer and any Paying Agent, Upon recei.ving such a n0tice of resig~ation or upon such a termination, or in case a~ any time a,-y Au:~e~:ica:ir.g Age~t shall cease to be - 18 - GTH\HARRIS\15784.0I\11/26/96 loG 11 eligible under this Section, the Trustee shall promptly appoint a successor Authenticating Agent (which may be itself), shall give written notice of such appointment to the Issuer and the Paying Agent, and shall mail a notice of such appointment: to all Holders of Bonds as the names and addresses of such Holders appear on the Bond Register. SECTION 2,04. ReSJistration and Re9istrar. The Trustee is hereby constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "Bond Register" or "Register") in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bor-ds and for the registration of transfers and exchanges of such Bonds, If the Registrar is not the same entity as che Trustee, the Issuer shall cause the Re9istrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. The Registrar for a Series of Bonds shall, in any case where it is not also the TrJstee, forthwith following each Record Date in respect of such Series and at any other time as reasonably requested by the Trustee for such Series, certify .md furnish to such Trustee, and to any Paying Agent for such Series as such Trustee shall spec ify, the names, addresses, and holdings of Bondholders and any other relevant information reflected in the Bond Register, and the Trustee and any such Paying A'3"ent shall for all purposes be entitled to rely upon the informatio;1 so furnished to it and shell have no liability or responsibility in co~~ection ....i tn the preparation thereof. SECTION 2. OS. M1UJ..li.l.t..e.d.,..Jl~.st.royed. LDst or S~o.l.f'~. If any Bond shall became mutilated, the Issuer shall execute and the Trustee or Aut.henticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation, and the Issuer and the Trustee or Authenticating Agent, as the case may be, may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof uhall be sub- mitted ~o the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactor/ to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee or Authenticating A~ent, as the case may be, shall authenticate and deliver a new Bond of like tenor and denomination. The cost of providing any sucstit.ute Bond - 19 - ~lS\15784.01\11/26/96 16G 1 under the provisions of this Section shall be born~ by the Bond- holder for whose benefit such substit'lte Bond is pre,vided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the I Bauer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid condi- tions by such Owner, without the issuance of a substitute Bond therefor, Every substituted Bond issued pursuant to thill Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lOBt or stolen sh~ll be at any time enforceabl~ ty anyone, and shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned upon the exp;~ess condition that the foregoing provisions are exclusive with respect to the replaceme:lt or payment of mutilated, destroyed, l'Jat or stolen Bondo, and shall preclude any and ~ll other rights or remedies with respect to the replacement or payment of negotiablE~ instruments, :..nvestmer.ts or other securities without: their surrender. SECTION 2.06. .I.e.w:QQJ;:.ary B~. Pending p:reparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor reci ted above, Upon request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. SECTION 2.07. Cancellat i on and Oe~t~uction of S~rrendered E.Qnds.. All Bonds surrendered for payment or redemptio:1 and all Bonds surrendered for exchange shall, ~t the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Ager.t or Authenticating Agent to, and cancelled and destroyed by, the Trustee. The Trustee shall deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section. SECTION 2.08. ~gistrat i on. Transfer and Exchange, As provided in Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar. At the option of th~ Bondholder, Bonds may be exchanged for other Bonds of A~=~~rized r~~c~i~ati=~, c~ a li~e aggregate - 20 - GTH\HARRIS\157B4.01\11/26/96 16G l' principal amount and of the same maturity, upon surrender of the Bonds to be exchanged at any such office or agency. Notwithstanding the foregoing, no Bonds may by transferred to anyone other than an Institutional Investor as evidenced by a certificate filed by the transferee with the Trustee confirming that the t:o:-ansferee is an Institutional Investor a8 defined by this Indenture, Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee (or Registrar or Authenticating Agent as describ~d in Section 2.03 hereof) shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive. All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of th~ Issuer, evidencing the same debt and entitled to the same benefits under the Indenture as the Bonds surrendered upon such transfer or exchange. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder I except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other gc,vernmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (IS) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part. SECTION 2,09. ,E.ersons Deemed CY..meua. The Iflsuer, the Tl~stee, any Paying Agent, the Registrar, and the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation oE ownership or other writing thereon made by anyone other than the Issuer, the Trustee I any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on acccJunt of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be af_~cted by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the - 21 - GTH\HARRIS\15784.01\11/26/95 16G 1 sum or sums fiO paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond, SECTION 2.10. Qu.a.li.f.i.c;a.t.iQn fpr The :O~~...Ir.u..9t C:O!~q,m!, To the extent provided in the Certified Resolution of the Issuer relating to a Series of Bonds, the Trustee shall be authorized to enter into agr~~ments .....ith The Depository Trust Company of Ne"" York and other deposi tory t.rust companies, including, but 1.0t limited to, agreements necessarj for wire transfers of interest and principal payments with reapect to the Series 1996 Bonds or any Series of Refunding Bonds, utilization of clectro~ic book ent~1 data received from The Depos:. tory Trust Company 0: New York and other depository trust companies in place of actu.ll delivery of Bonds and provision of notices with respect to BondE: registered by The Deposi tory Trus~ Company of Z';ew York and. other depository trust companies (or any of their de6igne~s identified to the Trustee) by ovel-night delivery, cO'Jrier ser/ice, telegram, tel<::copy or othe::r similar means of communication. [E~TI OF ARTICLE II) - 22 - GiH\KARRIS\15784.01\11/26/96 16G 1 J\..RTICLE III ISSUE OF BONDS SECTION 3.01, ~e of Seri~s 1996 Bonds. Subject to the provisions of Section 2,01 hereof, the Issuer may issue the Series 1996 Bonds for the pu~osp.~ specified in Section 2.0:, In any such event the Trustee DhalJ.., at the request of the Issuex', authenticate the Seriea 1996 Bonda and deliver or cause them to b~ authenticated and delivered, as specified in the requeat, but onlir upon receipt of: (1) a Ce:ctified Resolution of the Issuer (a) establishing the terms of the Series 1996 Bonds; and (b) authorizing the execution and d'!livery of. the Series 1996 Bonds to be issued; -. (2) a \o:ritter. opinion or opinions of Counsel to the Issuer addressed to the Trustee and to Bond C~Jnsel that (a) the District has been duly created, established and validly exists as a community development district under Chapter 190, Florida Statutes (the ~ct~); (b) as a community development district, the District has the good, right and lawful authori ty to, among other things, const tuct I acquire and maintain infrastI'.lcture syustems / facilities and services, such as the project, to assess, levy and collect non-ad valorem special assessments, such as the Special Assessments, and to issue revenue bonds secured by special assessments, such as the Series 1996 Bondsi (c) the District has authorized the Project and has taken, or arranged to take, all action necessary to proceed with the Project upon closing of the sale of the Series 199:5 Bonds and consumnation of the transactions contemplated to occur at such closing as specified in the Purchase Contract and the resolution authorizing the issuance and sale of the 1996 Bonda; (d) all proceedings undertaken by the District with resp~ct to Special Assessments have been in accord~nce with applicable Florida law and the District has taken all action necesnar'l to assess and impose the Special Assessments securing the 1996 Bonds. The Special Assessments are legal, valid and binding first liens upon the property against which such assessments are made until paid, of the same nature and to the Hame extent as the lien for general county taxes falling due in the same year or years in which such special assessmer.t or installments thereof fall due, superior to all other liens other than parity liens for state, county, district and municipal taxes; (e) all conditions prescribed herein ClS precedent to the issuance of the Series 1996 Bonds have been fulfilled; (f) the Series 1996 Bonds have been validly authorized and executed and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby; (g) the Indenture has been duly executed and delivered and that the Indenture - 23 - GTH\HARRIS\15784.01\11/26/96 16G 2 and the Series 1996 Bonds are legal, valid, binding obligations enforceable in accordance with their terms, except to the extent enforcement thereof may be impacted by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and by the exercise of judicial discretion; (h) any consents of any Regulatory Bodies required in corJlection with the iasuance of the Series 1996 Bonda or in connection with the acquinition of the improvements included in the Project have been obtained or can be reasonably expected to be obtained; and (i) if the acquisition of any real property or intereflt therein is included in the purpose of such issue, (i) the ISfluer has or can acquire geod and marketable title thereto frf!e from all liens and encumbrances except such aG will not mat~rially interfere with the proposed u~e thereof or (ii) the IDsuer has or can acquire a valid, subElisting and enfurceable leasehold, easement, right -of -way or othE:r interest in r~al property sufficient to effectuate the pur-poDe of the iSBue ("'/hich op:nion may be stated in [",=1 iance on the opii1ion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company); (3) a Consulting Engineer's certificat.! stating, in che signer's opinion, that (a) the Project improvements are reasonable and prac~icabll'!; ann (b) (i) the construction items comprising the Project and the Costs thereof are reasonable, (ii) the acquisition, construction, equipping and in.stallation of the improvements is consistent with the plans and specifications for the Project, (iii) the plans and specifications therefor as set forth in the report of the Consulting Engineer relating thereto in connection with the levying of Special Assessments have been approved by the signer, (i v) the plans and specifications there for have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained, and (v) t:he contracts in respect thereof entered or to be entered into by the Issuer cover substant ially all portions of the constn.lction thereof net being performed by employees of the Issuer; (4) a copy of the executed Acquisi tio:1 A.greement, together with opinions of counsel to the Issuer a:ld counsel to the Developer as to the legal, valid and bindi~g nature of such agreement; (5) the proceeds of the sale of the Series 1996 Bonds; (6) one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and stating that the Issuer has undertaken and, to the extent then required under applicable law, co~pleted all necessary proceedings, including, without li~itaticn, t~e approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establish:nent of all - 24 - GTH\HARRIS\15784.01\11/26/96 16G 1 necessary collection procedures, in order to le\y and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirements on the Series 1996 Bondsj (7) a certification from [US Home] that (i) all plans and specifications which comprise the Pro:ject are in accordance with conditions set forth in the Option Agreement, (ii) as of the date of the certificate and to the best of the knowledge of US Home after inspection of the property and consultation with the engineers for the Project, all construction and improvements completed or commenced on the Heritage Greens property are in accordance with conditions set forth in the Option Agreement, (iii) to the best of the knowledge of US Home, there are no defaults undl!r the Option Agreement nor are any actions of the Developer in contraven- tion of the Option Agreement, and (iv) the obligations of US Home to purchase the lote in accordance with the Option Agreement are legal and binding on US Home and to the knowledge of US Home, US Home has no offset or complaint against the Developerj (8) an opinion of Bo~d Counsel that the interest on the Series 1996 Bonds will be excluded from grosH income for federal incc)m€: tax purposes (although such interest may be take~ into a=count in dete~mining adjusted c~rrent earnings for purposes or computing the alternative iTtinimun~ tax imposed on corporations) j and (9) such other documents, certifications and opinions as shall be required by the IHsucr or tne Trustee upon advice of counsel. SECTION 3.02. ~ssue of ~unding Bond~. The Issuer may issue Refunding Bonds under and secured by the Indenture at any time or times, subj ect to the condi t ions hereinafter provided in this Section, for the purpose of provid:; ng funds for (i} refunding, i~cluding advance refunding (so long as the exclusion from gross income for federal income ~ax purposes ~f interest on the Bonds to be refunded is not adversely affected), all or part of the Bonds then Cutstanding, ir;cluding the payment of any redemption premium thereon and interest 'vlhich will accrue on such Outstanding Bonds to the selected redemption date or stated maturity dates, as the case may be, (ii) a deposit of funds or securities, if any, required to be deposited to the credit of the Debt Service Reserre Fund upon the issuance of such Refunding Bonds and (iii) paying any expenses in connection with such refunding, including, without limitation, the Costs of L "lance of such Refunding Bonds. The Trustee shall, at the request of the Issuer, authenticate the Refunding Bar.ds a:1c provide for delivery of such Refunding Bonds as specified in the request, b~t only upon receipt of: - 2S - GTH\HARRIS\15784.01\11/26/96 16G J. (1) an Officer's Certificate of the Issuer stating (a) the intended use of the proceeds of the issue; (b) any other amounts available for the purpose; (c) that thf:! proceeds of the issue plus the other amounts, if any, stated to be avail- able for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in com- pliance with Article XIV of this Indenture, including, without limitation, to pay the Costs of issuance of stich Refunding Bonds; (d) that notica of redemption, if applicabl(!, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable; and (e) (i) the Debt Service Requirements for the current and each Fiscal Year (A) with respect to all Bonds Outstanding immediately prior to the authentication and delivery of Refunding Bonds and (B) with reRpect to all Bonds to be Outstanding immediately th(!reafter, and (ii) that the Debt Service Requirements fr)r each such Fiscal Year is no greater in (i) (B) than in (i) (A) of this subsection; and (2) a written opinion of Bond Counsel to the effect that the iss~ance of such Refunding Bonds will r.ot adversely affect the exclusion from gross income for federal income tax purposes of int.erest or, a.ny Bonds issued pursuant to the Indenture and that the Bands have been paid in accordance with Article XIV hereof. Unless otherwis~ specifically provided in the Certified Resolution of the Issuer au~hcrizing a series of Refunding Bonds, all of the prcvisions of Ar~icle II hereof ahall ~pply to Refunding Donds issued hereunder. SECTION 3.03, Dis.,o~it..i~Q..f Proceeds of Eon~. Upon the issuance and delivery cf any Series of Bonds issued under Sections 3.01 or 3.02 hereof, the proceeds shall be received by the Trustee in accordan~e with the terms hereof and of the applica~le Certified R~soh.:tion. Tho: Trustee shall depCie:it the same in the l:onstI11ction Fund under Article V hereof (un) eSB the purpose is rt:funding, in \I,hich case the proceeds of such Refunding Bonds and any other c<l7\OU!1t~ to be added thereto shall be deposited in a redemption cr escrow fund especia.lly established for that purpose as more specifically provided in the Certified Resolution of the Issuer ~uthorizing the issuance of such Series of Bonds), except that any portion I'epresent ing capi talized interest or prepaid reBerves shall b~ deposited in such appropriate interest account or accounts or reserve fund or funds, respectively, as may be established for the Bonds of such Series, all as more specifically provided by written direction to the Trustee by the Issuer. SECTION 3,04 Closing Statement: Payment by T~.t.e..e.. The Trustee is authorized to pay from the Construction Fu~d in amounts s<'=: f::::rth in a cl-::sing sta!:en:ent 0::- ::::eC;:'Jisition signed by a Responsible O::ice:::: of the Iss'Jer, a~~u~~s ::::epresentin<j the Cos:s of issuance of the Bonds and amounts, if any, to be re.imbursed to the Issuer for advances on account of Costs of the Project or r,nl\K~~Ol,,\ 1c:7Q) ~1 \', !')( 'M - 26 - 1. 6G 1 portion thereof, all as more specifically provided in Section 5,02 hereof, (END OF A.~TICLE III) - 27 - ~HARRiS\15784.01\11/26/96 16(; 2.1 ARTICLE IV ACQUISITION OF PROJECT SECTION 4.01. Project to Conform to Plans and Sp~ications; S:hanges, The Issuer will proceed to complete the Project in accordance with the plans and specifications therefor; provided, however, that prior to any material change in the original plans and specifications for the Project as approved by the Issuer, the Consulting Engineer shall deliver to the Trustee a certificate specifying the nature of the change a:1d the reason for the change, and such certificate shall further contain the si~rnature of a Responsible Officer of the Issuer indicating thp. Issuer's approval of s~ch change; provided further, that the Trustee shall have no responsibility to review such changes and shall not be held liable should any such change prove to be inappropriate. SECTION 4.02. Compliance Requirernellt..s.. The Issuer will comply with all, present and future laws, acts, rules, re~llationst orders and requirements lawfully made and applicable to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal t state and local laws t acts, rules a:1d regulations necessary for the completion, operation and maintenance of the Project. (END OF ARTICLE IV] ARTICLE V CONSTRUCTION FUND 16G 1 SECTION 5.01 Establish~ent of and Payments f~Qrr~truction fund. The Trustee shall establish a Construction Fund into which shall be deposited all or a portion of the proceeds from the Series 1996 Bonds in accordance with instructions from the Issuer and from which Costs may be paid as set forth herein. The amounts in the Construction Fund, until applied as hereinafter provided, shall be held for the security of the Bonds Outstanding hereunder, Payments sr~ll be made from the Construction Fund to pay any unpaid Costs of issuance of the Series 1996 Bonds, including without limitation, legal, engineering, and consultants' fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, constructi<:m, equipping and installation of the Project. For the purposes of this Section 5.01, Costs of the Project shall embrace the Cost of planning, acquisition, construction, reconstruction, equipping or installing and all other itemfl of Cost incident to such F13~ning, acquisition, construction, reconstruc- tion, e~uippin9 or installing and the financing thereof, and shall include, without intending thereby to limit or restril:t any proper definition of such Cost (as d~fined in this Indentu~e) under the provisions of the Act or th(:! Inde:lture; the followin~f: (a) obligations incurred for labor and naterials and to contractors, builders ~nd materialmen in connection with such const:ur..:t:ion, for machinery and c'.:;ruipment, and for the restoration or relocation of property da~aged or destroyed in cor~ection with such construction; (b) the Cost of acquiring by purchase, if s~ch p\;rchase shall he deemed expedient, and the amount of any award or final judgment in or any s~t:::.1E:rT:ent or c?mpromise or any proceeding to acquire by conderr~ation, such prcpp~ty, la~ds, righ~s, rights of way, franchises, easements and other interests in land constituting a part of, or a~ may be dee~ed necessary or convenient for the acq~jisition or cons~ruc'c.ion of, the proj ect, optior.s and partial pa}mentG thereon, the Co.~t of. f i 11 ing r draining or improving any lands so aC~lired, and the amount of any damages incident to or consequent upon the acquisi tion, construction, reconstruction, installing or equipping of the Project; (c) the fees and expenses of the TrustE!e, the Registrar, any Paying Agent under the Indenture, including fees for services in connection with the acceptance of the trusts hereby created, legal expenses and fees (including appellate fees), fees and expenses of consultants, financing charges, Costs of preparing and issuing Bonds, taxes or other municipal or governmental charges lawfully levied or assessed upon the ?roject d\;ring construction, or any property acquired therefor, and premiums on insurance (if - 29 - GTH\HARRIS\157B4.01\11/26/96 16G .1, any) on Bonds issued in connection with the Project during construction; (d) fees and expenses of engineers for making studies, surveys and estimates of Costs and of revenues and for preparing plans and supervising construction, as well as for the performance of all other duties of engineers set forth herein in relation to the construction of the Project or the issuance of Bonds therefor; (e) expenses of administration properly chargeable to the Project and all other items of expense not elsewhere in this Section specified, incident to the acquisition, construction, reconstruction, equipping and installation of the Project and the placing of the same in operation and to the acquisition of real estate, franchises and rights of way therefor, including abstracts of title and title insurance. SECTION 5.02. Construction Fund Disbursements. The Trustee shall make payments from the Construction Fund (and any accounts and subaccounts therein) only upon receipt of the fully executed Form of Requisition as described in Exhibit D hereof. In the event th-3t any ::etfuisition for the acquisition price of a specific component of the Froject is in payment for any real property or inte::e.st therein, the Trustee shall not make such payment from the Construction Fund unl~ss the Respons:.ble Officer's certificate has attached thereto evidence that the Issuer has received a title insurance policy approved by counsel covering such property or written cpinie.n of counselor '-In}' attorr.ey designated for such purpose by counsel, to th~ effe::;t that the Issuer shall. have upon such pr:.yment marketable title ir. feE'! simple to such property, subject to no lien, charge or encumbra.ncE: thereon affecting the ti_ tIe therE:to except 1 iens, charges r er::::umbranceE: or other defects of titlf: which do n..)t have a materially i3.dverse effect upon the right of th~ Issuer to use such property for the purposes intended or which have heen adeq118tely guarded i3.gainst by a bond or other fO~(ft of indemnity or, if such paymeLlt be payment fer an option to purchase or for a quit-claim deed or a lease or a release or cn a c':Jntr::ict to purchase or is otherwise for the acquisition of a right or interest in property less than a fee simple or perpetual easement, or If such payment be a part payment for any such purpose, the written approval of the a=quisition of such lesser right or interest signed by such attorney. Notwithstanding the foregoing requisition procedure, costs of issuance of any Series of Bonds and amounts to be reirrbursed by the Issuer to any other Person for moneys advanced to or on behalf of the Issuer for payment of Costs of the Project (other than for real property) shall be paid by the Tnlstee from the Construction Fund upon delivery to the Tnlstee, on the date of issuance and delivery of such Series of Bonds, of a closing statement signed by a Respon- sible Officer of the Issuer, speci:yi~g the Pe~sen to w~om payment is to be made, t~e obligatic~ en acco~~t of w~:c~ the paymen~ is to be made a:1d t:r.e amount payable wi th respect the::et.c. Costs of - 30 - GTH\HARRIS\15784.01\11/26/96 16G 1 issuance of any Series of Bonds and amounts to be reimbursed by the Issuer to third parties for moneys advan.::ed to the Issuer for payment of Costs of the proj ect, presented to the Trustee for payment subsequent to the date of issuance and delivery of such Series of Bonds, shall be paid by the Trustee from the Construction Fund in accordance with the requisition procedures set forth in this Section. SECTION 5,03. Records and Report9 During Construction PeriQd. All requisitions and certificates received by the Trustee, as required by this Article V as conditions of payment from the Construction Fund, shall be retained in the possession of the Trustee, subject at all times to the inspection of the Issuer and the Consulting Engineer, for a period ending no earlier than three (3) years from the date of completion of the Project. SECTION 5.04. Com];)let ion of Construction. The date of completion of the Project (the "Completion Date") shall be evidenced to the Tru.stee by a certificate signed by t.he Consulting Engineer and the District Manager stating that, except for amour.ts retained by the Trustee for Costs of the Project, not then due and payable: (a) The Project has been completed in accordance with the specifications therefor and all labor, ser~ices, materials and supplies used in the proj ect have been paid for and acknolllledgments of such payments have been obtained from all contractors and suppliers; (0) All other facilities necessary in connection with the Project have been constructed, acquired and installed in accordance with the specifications therefor, and all Costs and expenses incurred in connect ion therewith have been :?aid; and (c) All requirements of the Construction and Maintenance Ag~eement between the Issuer, the Developer and the Board of County Cc~miSGioners of Collier Cou~ty have been satisfied. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may s1J.bseq.lent ly come into be:i_ng. ioi:. thin ten (10) days following the Completion Date of the Project, the Trustee shall transfer any balance in the CO:1structj on Fund pertaining to the Series 1995 Bonds and shall depo~it the same i:1 the Debt Servic~ Reserve Fund, but only to th~ extent that a deficiency then exists in the Debt SerJice Reserve Fund. Any remaining balance from the funds in the Construction Fund (except:. moneys retained for expensef3 not yet due and payable) pert~ini:1g to the SeLies 1996 Bonds which are :1ot required to be transferred to the Debt Service Reserve Fund shall - 31 - GTH\~RRIS\157~.Olill/26/96 16G 1.' be transferred to the Bond Redemption Fund for application as set forth in Section 8.03 of this Indenture, Upon receipt of a certificate from the Consulting Engineer and the District Manager evidencing the Completion Date of the Project, as described above, the Board of Supervisors of the Issuer at its next regularly scheduled meeting shall adopt a resoll.11:ion accepting the completed Project for purposes of Section 170.09, Florida Statutes, as amended. [END OF ARTICLE V] - 32 - b'TH\HAARlS\ 157&4..:Jl \11/26/96 16(1 J.; ARTICLE VI NON-AD VALOREM SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS A.""ID ACCOUHTS SECTION 6.01. Non-Ad Valorem Special Assessments: Lien at lndenture on Pledged Revenues, The Issuer hereby covenants that it shall levy Special Assessments, and evidence and cE~rtify the same to the Tax Collector or shall take all necessary action legally available to certify the non-ad valorem Special Asse.3sments roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or, if authorized by Section 9.04 hereof, the Issuer may utilize alternative methods of collection and enforcement by the Issuer, pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor sta.tutes, as applicable, to the extent and in the amount at least necessary to pay the Debt Service Requirements on the Bonds issued and Outstanding hereunder. The Issuer shall pay to the Trustee for deposit in the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of Bonds; provided, however, that amounts received as prepayments of Special Assessments shall be deposited directly into the Prepayment Accoun: in the Bond Redemption Fund established hereunder, The Issuer shall at the time of each deposit notify the Trustee of the amount of such prepayment to be deposited into the Prepayment Account. The Pledged Revenues are hereby pledged for the payment of the principal or Redemption Price of and interest on all the Bonds issued and Outstanding under the Indenture. The pledge to the Trustee of the Pledged Revenues as security fer the payment of the principal or Redemption ?rice of, and interest on, the Bonds issued and Outstanding under the Indenture and the performance of any other obligation of the Issuer hereunder with respect to the District Bonds, shall be valid and binding from the date hereof, and the covenants and agreements se~ forth herein to be performed by or on behalf of the Issuer shall be, except as otherwise expressly provided or permitted herein, for the equal and ratable benefit, protection and security of the Owners of the Bonds, regardless of their times of issue and maturity, and shall be of equal rank, without preference, priority, or distinction of anyone Bond over any other Bond. The Pledged :Revenues shall immediately be subject to the lien and pledge of the Indenture wi thout any physical del i very hereof or further a:::t i provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. - 33 - GTH\H)RR1S\15784.Cl\11/26/96 16G 1, SECTION 6,02. ~unds and Accounts Relating to the Bonds. The Funds and Accounts specified in this Article VI shall be established under the Indenture for the benefit of all of the Bonds issued under the Indenture. All moneys on deposit to the credit of the Funds and Accounts established hereunder (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Bonds issued hereunder. SECTION 6,03. Revenue FunG.. The Trustee is hereby authorized and directed to establish a Revenue Fund into which the Trustee shall deposit (i) Bend proceeds as directed by the Issuer, (ii) any and all Special Assessments received from the levy thereof on the District Lands for the payment of Bonds and (iii) other payments required hereunder, provided, however, that amounts received as prepayment of Special Assessments shall be deponited into the Prepayment Account of the Bond Redemption Fund, Absent such a notice from the Issuer, the Trustee can assume that there are no such prepayments. The Revenue Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Tru,3tee. On the Business Day immediately prior to each May 1 (with the exception of when the first Interest Payment Date is on November 1 and, in that case, the Trustee shall trausfer sufficient funds to the Interest Account of the Debt Se~/ice Fund to pay the interest on all Bonds then Outstanding on such November 1), the Trustee shall transfer from amounts on deposit in the Revenue Fund to the Funds and Accounts designated below, the following amounts in the following order of priority: FIRST, to the Interest Account of the Debt Service Fund, an amount equGl.l to the amount of interest payable on all Bonds then Outstanding on such May 1 and the next succeeding November 1 less any amounts already on deposit in the Interest Account not previously cred~ted; SECOND, to the Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds maturing on the next succeeding May I, less any amount already on deposit in the Principal Account not previo~lsly credited; THIRD, begi~~ing on 1, 199 and on each Interest Payment Date thereafter, to the Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds subject to mandatory sinking fund redemption on the next succeeding May 1, less any amount already on deposit in the Sinking Fund Account not previously credited; FotJRTH, to the Debt Service Reserve Fund, an amount equal to the amount, if any, which is necessalY to make the - 34 - GTH\KAR~IS\157S4.01\11/26/96 16G 1 a.mount on depcsit therein eq1.ial to the Debt ~:ervice Reserve Requirement with respect to the Bonds; and FIFT'"?, to the Bond Reder:1ption Fund. No~withetanding the foregoing ~roviBions, if the period between Interest Payment Dates is other than six (6) months \~ith respect to any Series of Bonds, then such transfers shall be adjusted accordingly so that sufficient moneys will be on deposit in the Funds and Accounts to provide for the timely payment of such Bonds, SECTION 6.04. Debt Service Funp, The Trueitee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the Bonds. The Debt Service Fund sr.lall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys elf the Trustee. The Trustee shall establish within the Debt Service Fund an Interest Account, a Principal Account and a Sinking Fund Account, which accounts shall be separate and apart from all othe? Funds and Acco~'ts established under the Indenture and from all other moneys of the Trustee. The Trustee at all times shall make available to any Paying Agent the funds in the Principal Account and the Interest Account of the Debt Service Fund to pay the principal of the Bonds as they mature upon surrender thereof and the interest on the Bonds as it becomes payable, respectively. Hhen Bonds are redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption. The Trustee shall apply moneys in the Sinking Fund Account in the Debt Service Fund for purchase or redemption of the Bonds in amounts and maturities set forth in Section 8.01(c) hereof. Whenever Bonds are to be purchased out of such Sinking Fund Account, if the Issuer shall notify the Trustee that the Issuer wisheB to arrange for such purchase, the Trustee shall comply with the Issuer's arrangements provided they conform to the Indenture. Purchases and redemptions out of the Sinking Fund Account shall be made as follows: (a) The Trustee shall apply the amounts required to be transferred to the Sinking Fund Account (less any moneys applied to the purchase of Bonds pursuant to the next sentence hereof) on the principal payment date in each of the years set forth in Section 8,Ol(c) hereof to the redemption of Bonds in the amounts, manner and maturities and on the dates set forth in said S€:ction 8.01 (c) - 35 - GTH\HARRIS\15784.01\11/26/96 16G 1 hereof, at a Redemption Price of 100% of the pri.ncipal amount thereof. At the written direction of the Issuer, the TnJstee shall apply moneys from time to time available: in the Sinking Fund Account to the purchase of Bonds which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that finn purchaoe cOl!'.mitr.lenta can be made before the notice of redemption would otherwise be required to be given, In the event of purchases at lesa than the principal amount thereof, the difference between the amO'..lnt in the Sinking Fund .\ccount represent. ing the princip,3.l amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued int~rest) shall be transferred to the Interest Account of the Debt Sel~ice Fund. (b) Acc~Jed interest on purchased Bonds shall be paid from the Tr.terr..!st Account of the Debt Service Fund. (c) In lieu of payj.ng the Debt Sendce Requirements neccssarl to allo\<; any mal"'.dCl tori redemption of Bonds from th~ Sinking F'.md A.ccount, t.ht<.! Issuer may present t.o the Trustee, at least 60 days before the next Interest ?a~nent Date, Bonds purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds so purchased shall be credited cowards the Debt Service Requirements in respect of the mandatory redemption of Bonds for which notice of redemption has been given pursuant to Section 8.02 of this Indenture. Any Bond so purchased shall be presented t:o the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds for the period in which the purchased aonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount allocable to the aggregate principal amount of any such Bonds so presented. SECTION 6.05. Debt Service Reserve Fund, The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund with respect to the Bonds. The Debt Service Reserve Fund shall be held by the Trustee for the benefit of the Bonds, The Debt Service Reserve Fund shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee, On the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds equal to the increase, if any, in the Debt Service Reserve Requirement in respect of such Series of Bond3, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the Debt Service Reserve Fund. As long as there exists no default under the Indenture and the amount in the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to the Bonds, earnings on investments in the Debt Service Reserve Fund shall be transferred to the Revenue Fund. Otherwise, earnings on invest- - 36 - GTH\HARRIS\157B4.01\11/26/96 16G 1 menta in the Debt Service Reeerve Fund shall be retained in the Debt Servic'e Reserve F1...md until applied as set forth herein. In tt,e even:: that the amount in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to the Bonds due to a decrease in the then applicable Debt ScrJice Res?rve Require- ment or any othe~ reason, the excess amount shall be transferred from tile Debt Servi.ce Reserve Fund to the Revenue Fund. Whenever for any renson on an interest or p:::incipal pa~ent: date or mandat.ory .:.-ed"!mption date, the amount in the Interest Account, the Principal Account or the Sinking Fund Acco~~t, as the case may be, is insufficient tc pay all amounts payable on such Bonds th~refrcm on such payment dates after taking into account funds available for such purpose in the Bond Redemption Fund, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the Debt Service Reserve Fund into the Interest Account, the Principal Account and the Sinking Fund Acco~~t, as the case may be, with priority to the Interest Account and then, proport.ionately according to the respective deficiencies therein, to the Principal Account and the Sinking Fund Account, to be applied to pay the Bonds and the interest thereon. SECTION 6.06. Procedure When Funds Are Suffici~nt to Pay All Bonda. If at any time the moneys held by the Trustee in the Funds and Accounts hereunder and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds then Outstanding hereunder to maturity or prior redemption, together with any amounts due the Iflsuer and the Trustee, Paying Agent and Registrar, the Trustee, at t.he direction of the Issuer, shall apply the amounts in the Funds and Accounts to the payment of the aforesaid obligations and the Issuer shall not =>e required to pay over any further Pledged Revenue.:; unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee. SECTION 6,07. Rebate Funq. On the date reqt:.ired by the arbitrage rebate agreement or by the Code, the Issuer shall give the Trustee written direction and the Trustee shall transfer over from the Revenue Fund to the Rebate fund the amount due and owing to the United States. which amount shall be paid to the United States when due. Amounts on deposit in the Rebate F1.md shall be held in trust by the Trustee and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Revenue Fund) 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 rebate agreement dated the date of issuance cf the Bonds, relating to such Bonds, as well as any successor arbitrage rebate agreement relating to other Series of Bonds, includi.ng, but not limited to: - 37 - GTH\KARRIS\15784.01\il/26/96 16G .1 (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; {Cl paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 6.07 as shall be required by the Coce, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of th~ above-described arbitrage recate agreement may be am:ndcd from time co time as 5hall be necessa~/, in the opinion of Bond Co~neel, to comply with the provisions of the Code. [END OF ARTICLE VI] GTH\HARRIS\15784.01\11/26/96 - 38 - - 1 6G 1 t I , ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF :nnms SECTION 7,01, .Qeposits and Security Therefor. All moneys received by the Trustee for deposit 1n any Fund or Account established under the Indenture shall be considerec trust funds, shall not be subject to lien or attachment, except for the lien created by the Indenture, and shall be deposited in the corporate trust department of the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof, All deposits of moneys received by the Trustee under the Indenture in the corporate trust department of the Trustee (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the typeE: set forth in subparagraphs (a), (b), (c) or (d) of the definition of Investment Securities and the provisions thereof. If at any time the commercial department of the bank acting as Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other dep~sitary which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC'S Savings Association Insurance Fund). All deposits in any other depositary in excess of the amount covered by insurance (whether under this Section 7.01 or Section 7,02 as aforesaid) ahall, to the exte:1t perrnitted by law, be fully secured as to both principal and ir.terest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. I SECTION 7.02. .lnYestment or Deposit of Funds. The Trustee shall, as directed by the Issuer in writing, invest moneys held in the Funds and Accounts only in Investment Securities. .~ll deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth h,=rein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depositary of any Fund or Account and any profit or loss resulting from the sale of securities shall be added I I I I I I T .. , ~ 1 I - 39 - GTH\HARRIS\lS784.01\11/25/96 . .L r ." ._v.. _..~~~~.- Jl'" -- -- ./:l.- -~ .~_.....-- -- ~.. 16G 11 or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any FLmd or Account (other than the Bond Redemption Fund and the Prepayment Account) equals or exceeds the amount required to be on deposit therein, any interest and other income so received shall be deposited in the in the Construction ~Jnd until the Completion Date of the Project and thereaf~er into the Revenue ~~nd. Upon request of the Issuer, or on its own initiative wheneve~ pa)~ent is to be made out of any Fund or Account, the Trustee shall sell sllch securitif..lS as may be requested to make the pa~nent and restore the proceeds to the Fund oX' Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the velut~ of any such security or for any 1096 resulting from the sale thereof, except as provided hereinafter. If net p~oceeds from the sale of securities held in any Fund or Account sha.ll be less them the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the a~ount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the Revenue ~~nd in the order and at the times specified in Section 6.03. . SECTION 7.03. Valuation of Funds. The Trustee shall value the assets in each of the Funds and Accounts established hereunder as of September 30 of each Fiscal Year (except that the Debt Service Reserve Fund shall be valued on each Interest Payment Date), and as soon as practicable after each such va:uation date (but no later than ten (10) days after each such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the aBsets of any Fund or Account, investments and accrued interest thereon Bhall be deemed a part thereof, subject to Section 7.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, with the exce~tion of the Debt Service Reserve Fund, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at the option of the holder, For the purpose of determining the amount on deposit to the credit of the Debt Service Reserve Fund, obligations in which money in such Fund shall have been invested shall be valued at par, if purchased at par, or at amortized cost, if purcr.ase~ at ~ther tha~ pa~, plus, i~ each case, accrued interest. Arnorti=ed cost, whe~ used ~ith respect to an ; ~ ! I I J....L"')sent specific instructions as aforesaid, all TToneys in the Funds o.nd ACCO'l.lIlt3 established under the Indenture shall be invested in Investment Sec'.lrities nS provided in a standing written insLruc':ion or specific instn.l.ction of the Issuer or, ;.f none, th~n held uninvested. The Trustee sh;;;.ll not be liable or res;ponsible f.or any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise. - 40 - GTH\KARRIS\15784.01\11/26/96 - . ., . . ... , - , f "..... . 16G 1, obligation purchased at a premium nbove or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was p~rchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by tbe number of days having passed since such purchase; and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in tbe case of an obligation purchased at a discount by adding the product thus obtained to the purchase price, (END OF ARTICLE VII] - 41 - liiH\PMRI S\ 15784 . 01 \11126/% 1 bG 11 ARTICLE VIII REDEMPTION AND PURCHASE OF BO~mS SECTION 8.01. RedemI;ltion Dates and Prices. The Bonds shall be subject to redemption at the times and in the manner provided herein and, as to any Series of Refunding Bonds, afl further pro- vided in the Certified Resolution of the Issuer authorizing such Series of Refunding Bonds. All payments of the Redemption Price of the Series 1996 Bonds shall be made on the dates hereinafter required. If less than all the Bonds are to be redeemed, the Trustee shall select the Bonds or portions of the Bonds to be redeemed by lot. Partial redempt.ion of Bonds shall b.e made in such a ma~~er that the remaining Bonds held by each Bondholder shall be in Authorized Denominations. (a) Optional P~~iQn. Except as other~ise provided in Section 8.01(b) and (c) hereof, the Series 1996 Banda are not sub- ject to redemption prior to 1, The Series 1996 Bonds shall be subject to redemption at the option of the Issuer, in whole at any time on or after I, ____, or in part on any Interest Payment Date on or after 1" at the Redemption Prices (expressed as percentages of the pr~ncipal amount to be redeemed) se~ forth below plus accrued interest to the redempti~n date, upon receipt by the Trustee not less than forty- five (45) or more than sixty (60) days prior to such redemption date of a writt.en di.rectien tx'viT1 ::he Issuer stating that it intends to effect redemption of such BandA: Rede~ption Period ~ Incll.lsivtU Redemption Pri~ I, 1 -, I, through 31, through 31, and thereafter % (b) ExtZAQrdinar/ MQDdatorj Rejemption in Whol~ in Part. The Series 1996 Bonds are subj ect to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory redemption price e~Jal to 100\ of the principal amount of the Series 1996 Bonds to be redeemed, plus interest a~crued to the redemption date, (i) from moneys deposited into the Prepayment Account in the Bond Redemption Fund following the payment: in full of Special Assessments on any portion of the District Lands within thirty (30) days after the completion of the Project and acceptance thereof by the Issuer in accordance with the provisions of Section 9.08(a) hereofi (ii) from moneys deposited into the Prepayment Account in the Bond Redemption FU:1d following the payment'in full or in part of Spe::::'al ;'.S3ess:-nE:;"~S on a:-::: po:::-ti:m 0: t.he District - 42 - GTH\HAPR!S\15784.01\11/26/96 16G 1 Lands as a result of any prepayment of Special Assessments at any time subsequent to thirty (30) days after the completion of the Project in accordance with Section 9.08(b) hereof, or as the result of any foreclosure r sale of tax certificate or other remedial action for non-payment of Special Assessments; (iii) following con- demnation or the sale of any portion of the Distri.ct IJands to a governmental entity under threat of condemnation by such govern- mental entity and the payment of moneys by such governmental entity to the Trustee for deposit into the Prepayment Account in the Bond Redemption Fund pursuant to Section 9.14 (c) hereof in order to effectuate such redemption; (iv) from excess moneys in the Con- struction Fund transferred to the Bond Redemption Fund pursuant to Section 5.04 of this Indenture after completion of t::1e proj ect, as evidenced by the certificate of the Consulting Engineer and the District Manager required by Section 5.04 of this Indenture; or (v) from moneys, if any, on deposit in the Prepaym€~nt Account in the Bond Redemption Fund pursuant to Section 9.14(c) hereof following the damage or destruction of all or substantially all of the Project to such extent that, in the reasonable opinion of the Issuer, the repair and restoration thereof would not be economical or would be impracticable; provi.ded, however, that at least forty- five (45) days prior to such extraordinary mandatcry redemption described in Section 8.01 (b) (v), the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be ecor'.omical or would be impracticable. Notwithstanding anything to the contrary contained in Article V hereof, upon the ~eceipt by the Trustee of the cel-::.ific::lte desc:r.ibed :..n this Section 8.01 (b) (v) or the occurrence of an ev~nt d-=8c:ribed in Section 8.01 (b) (iii), Incneys in the Ccnstn.l.ction Fund (f;xcept for monEYS retained for expenBes incurred but. not yet due and payable) 8hall be transferred to tr;e Prepayment Account :n the Bond Redempci.on Fund for application as set f8rth in this Sec. ior. 8.01 (b) . On e'J.ch March 1:' and Septer.'..ber 15 (or if such date is not 'i Business Day, on the Business Day n~xt precp.ding such day), t.he Trustee shall deter~in~ the ~moun~ on deposit in t~e Prepayment Account of the Bond RedeiClpt i.on FU:Jd: and, it the balance therein is greater than zeLO, shall tra~sfer fro~ che Revenue Fund for deposit into such Prepa)%ent Account an amount suffic:ient to increase the amount on deposit therein to an integral multi~le of $5,000 and shalJ. theLeupon give ~otice ~~d cause the extraordin~ry mandatory redemption of Bonds on the next suceeding Interest Payment. Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Account in accordan.:e 'fiith the previsions for extraordinary redemption of Bcr.ds. (c) Mandatory Sinking Fund Redemption. The Series 1996 Bonds are subject to ~andatory sinki~g fund redemption on 1 in the respective years set forth in the following table, at a - 43 - GTH\HARRlS\15784.01\11/26/95 16G 1, Redemption Price of 100% of the principal amount thl~reof plus accrued interest to the redemption date. bAr Principal Amount of Bonda to be PaiL_ ~ Principal Amount of Bc,nds to b a ...f..A.iL- In connection with such mandatory sinking fund rede~mption Series 1996 Bonds, co~mencing transferred from the Revenue the Debt Service Fund, all Section 6.03 hereof. 1, , amcuntel shall Fund to the Sinking Fu~d Account as more particularly described of be of in The principal amounts specified in the foregoing table shall be reduced as specified by the Issuer by any princip~l amounts of the Series 1996 Bonds redeemed pursuant to Section 8.01(0.), (b) and (c) hereof or purchased pursuant to Section 6.04 her':!of, SECTION 8,02. HQ..tli;e of Redernptj.on and of Pur~. When required to redeem or purchase Bonds under any pro,deion of the Indenture or directed to do so by the Issuer, the T!.-ustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (6~) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at thelr registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Bends for which not.ice was duly mailed in accordance with thie Section 8.02. Such notice shall be given in the na~e of the Issuer, shall be dated, ahall Bet forth the Bonds Outstanding which shall be call~d for redemption or purchase and shall include, without lim.i tation, the following additional :i.nforma.tion; \ a) the redempt icm or pur chase date; (b) the rede~ption or purchase price; -. - 14 - GTK\~RRIS\15J34.01\11/26/96 16G 1 (c) CDSIP numbers, to the extent applicable, and any other distinctive numbers and letters; (d) if less than all Outstanding Bonds to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased; (e) that on the redemption or purchase date the redemption or purchase price will become due and payable upon sur- render of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date; and (f) the place where such Bonds are to ~e surrendered for payment of the redempt ion or purchase price, ...,hich place of payment shall be a corporate trust office of the Trustee. If at the time of mailing ot notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redempticn or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited. For all redemptions other than mandatory sinking fund redemptions, if the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the redemption price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redempt ion on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof: so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption. In addition to the foregoing notice, further notice of: redemp- tion shall be given by the Trustee as set forth below, but no defect in said further notice of redemption nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. - 45 - GTH\HARRJ~\15784.01ill/26/96 16G 21 (l) Each further notice of redemption given hereunder shall contain the information required above f:>r an official notice of redemption plus (i) th'J date of issue of the Bonds as originally issued; (ii) the rate of interest borne by each Bond being redeemed; (iii) the maturity date of each Bond being redeemed; and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed. (2) Each such further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of ty?es comprising the Bonds (such depositories now being Dep'Jsitory Trust Company of New York I New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate noticeD of redemption of obligations such as ttle Bonds (such as Financial Information, Inc, 's Daily Called Bond Service, Interactive Data Corporation's Bond Service, Kenny Information Service's Called Bond Service, Moody's Municipc,l and Govern- ment News Report, and Standard and Poor's Called Bond Record) . (3) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number ic~enti.fying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. The notices required to be given by this Section 8.02 shall state ~hat no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds. SECTION 8.03. Bond Redemwtion Fund. The Trustee is hereby authorized and directed to establish for the Bonds a Bond Redemp- tion Fund into which shall be deposited certain moneys as provided in the Indenture. The Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the Indenture and shclll be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Bond Redemption Fund a Prepayment Account, which account shall be separate and apart from all other Funds and Accounts established under the Indenture and from aJ.l other moneys of the Trustee. All earnings on investments held in the Bond Redemptio~ Fund or the Prepa~nent Account, as the case may be, shall be retained therein and applied as set forth below. The Issuer shall at the time of deposit of moneys specify which moneys are to be deposited into the - 46 - GTH\HARRIS\15784.01\11/26/96 16G t Revenue Fund, which 1n the Bond Redemption Fund and which in the Prepayment Account. Except for moneys deposited following the payment in full of Special Assessments on any portion of the District Lands within thirty (30) days after the completion of the Project or from moneys deposited following the pay;nent in full or in part of Special ~~sess~ents on any portion of the District Lands as a. result of any prepayment of Special Assesssments at any time subsequent to thirty (30) days after the completion of the Project in accordance with ':ohe provisions of Section 9.08 which moneys shall b~ deposited in ac::::crdance with THIRD, below, moneys in the Bond Redemption Fund (including all earnings on investments held in the Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises: FIRST, to be paid into the Principal Account, Interest Account or the Sinking Fund Account, as the case may be, in the same manner as provided by Section 6.03 hereof, to the extent that a deficiency exists therein; provided, however, that moneys in the Bond Redemption Fund consis\:ing of excess Bond proceeds transferred from the Construction Fund to the Bond Redemption Fund and any investment earnings thereon shall not be applied for this purpose; SECOND, to make such deposits into the Rebate Fund as the Issuer may direct in accordance with the arbitrage rebate agreement, if any, such moneys thereupon to be used solely for the purposes specified in any such arbitrage reb~te agreement. Any moneys so transferred from the Bond Redemption Fund to the Rebate Fund shall thereupon be free from the lien and pledge of the Indenture; THIRD, to make deposits into the Prepayme:nt Account to ca.ll for redemption pursuant to clause (b) of Section 8.01 hereof with respect to the Bonds an amount of such Bonds equal to the amount of money transferred to the Prepa)~ent Account, for the purpose of such mandatory redemption on the dates and at the prices provided in such clause; and FOURTH, the remainder, if any, to be utilized by the Trustee, at the direction of a Responsible Officer, to call for redemption on each Interest Payment Date on which Bonds are subject to optional redemption pursuant to Section 8.01(a) hereof with respect to the Bonds such amount of Bonds as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds shall be called for redemption at one time. (a) SECTION 8.04. Pa)~lent of Redemption Price. uncondi t ional not ice 0: rec.ernpt io:--. has been If any required dt.:ly r:lailed or - 47 - GTH\~ARRIS\157B4.01\11f26f96 16G 1 waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been ao mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redempti.on Price plus accrued interest, if any, to the redemption date. Bonds so called for redemption, for which mo~eys have been duly deposited with the Trustee, will cease to bear interest on th~ specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture. Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Age:nt to or upon the order of the O~ners of the Bonds called for redemption upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other e)~enses of redemption, shall be paid out of the Fund from which redE~mption is to be made or by the Issuer. [END OF ARTICLE VIII) - 48 - GTH\HARRIS\15784.01\11/26/96 16G 2. I ARTICLE IX COVENANTS OF THE ISSUER SECTION 9,01. l?.Qwer to Issue Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute the Indenture and to pledge the Pledged Revenues for the benefit of the Bonds. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created i~ favor of the Bonds. The Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer .9hall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indentu.re and all the rights of the Bondholders under the Indenture against all claims and demands of all other Persons whomsoever. SECTION 9.02, Payment of Principal and Interest Qn BQOd~. The payment of the principal or Redemption Price of and interest on all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds authorized by the Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds authorized under the Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payrrent only out of the Pledged Revenues. The Issuer shall appoint one or more Paying Agents for such purpose, each such agent to be a bank and trust company or a trust company or a national banking association having trust powers. THE BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE PRO,TECT OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BtJT SHAJ...L CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THE INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THE INDENTURE OR IN THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR TnE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE COUNTY OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE COUNTY OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CO!'-l"7INGE~TLY, TO LE\lY OR TO PLEDGE ANY FORM OF ':'P..xJl.TION OR ~DITIONAL NON ADVALO~EM SPECI~ ASSESS~lENTS WP~TEVER THEREFOR. - 49 - GTH\HAPRIS\157B4.01\11/26/96 1611 1 SECTION 9.03. S~ecial Assessments: Re-Assessme~, (a) The Issuer shall levf Special Assessments, and evidence and certify the same to the Tax Collector or shall take all neCf!Ssary action legally available to certify the non-ad valorem Speciell Assessments roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in at least an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds. (b) If any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment ~f any court, or if the Issuer shall be satisfied that any such Sp~cial Assess- ment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer ~hall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assess- ment to be made for the whole or any part of said irnprovement or against any property benefitted by said improvement, cr (ii) in its sole discretion, make up the amcunt of such Special Assessment from legally available moneys, which moneys shall be deposited into the Revenue Fund, In case such second Special Assessment shall be annulled, the Issuer shall obtain and make other Special Assess- ments until a valid Special Assessment shall be made. SECTION 9.04. M.e..t..hillL...Qf Collection. Special Assessments shall be collected by or for the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. The Issuer shall use its best efforts to adopt the uniform method for the levy, collect-ion and enforcement of Special Assessments afforded by Sections 197,3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto, as soon as practicable, or a comparable alternative method afforded by the Act or Section 197.]631, Florida Statutes. The Issuer shall use its best efforts to e~ter into one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the "Property Appraiser and Tax Collector Agreement") in order to effectuate the provisions of this Section. The Issuer shall use its best efforts to ensure that any such Property Appraiser and Tax Collector P,greement remains in effect for at least as long as the final maturity of Bonds Outstanding under the Indenture. T,~ the extent that the Issuer is not able to effect the collection of Special Assessments pursuant to the "uniform tax collection" method under Chapter 197, Florida Statutes, the Issuer may elect to collect and enforce Special Assessments pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor st.atutes the::.-et.o. The elect.iO:i to collect and enfo=ce Sr~cial ASEess~~~~s in any year F~rsua~t to a~y - 50 - GTH\KARRIS\15784.01\11/26/96 16G 1 one method shall not, to the extent permitted by law, preclude the Issuer from electing to collect and enforce Special Assessments pursuant to any other method permitted by law in any subsequent year. SECTION 9,05, Delinquent Special Asse~sments. E:ubj eet to the provisions of Section 9.04 hereof, if the owner of any lot or par- cel of land assessed for the Project shall be delinquent in the payment of any Special Assessment, then such Specia.l Assessment shall be enforced pursuant to t~e provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deed as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law or by election of the District, then upon the delinquency of any Special Assessment the Issuer shall, to the extent permi:. ted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default aLd, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, and Sections 190.026 and 170.10, Florida Statutes, or otherwise as provided by law, SECTION 9.06. Sale of Tax Certificates and ISQuance of Tax Deeds: Foreclosure of Special Assessment Liens. If the Special Assessments levied and collected under the Act or the uniform method described in Section ~.04 are delinquen~, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes and related statutes. Altenlatively, if the uniform method of collection is not utilized, and if any property shall be offered for sale for the nonpayment. of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Special Assessment (principal, interest, penalties and COHts, plus attorneys fees, if any), the property may then be pun:hased by the Issuer for an amount equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any), and the Issuer shall thereup<:>n receive in its corporate name the title to the property for the benefit of the Registered Owners. The Issuer, either through its O\ffl actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the Revenue Fund. Not less than ten (10) days prior to the filing of ar.y foreclosure action or any sale of tax deed as herl~in provided, the Issuer shall cause written notice thereof to be Mailed to the - 51 - GTH\HARRIS\15784.01\11/25/95 1 6 G. :L Registered Owners. Not less than thirty (30) days prior to the proposed sale or any lot Qr tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Registered Owners. The Issuer, either through its c:wn actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the RegiRtered Owners within thirty (3C) days after the receipt of the request therefor signed by the Registered O'lo1I1ers of twenty- five percent (2S\) of the aggregate principal amount of all Outstanding Bonds payable from Special Assessments assessed on such property. SECTION 9,07. aooks and Records with Respec:..t._.t.P Special Assessments. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager's designee, at the end of each Fiscal Year, shall, upon written re~lest of the Owners of at least 25\ of the Bonds then Outstanding, or the Trustee, use its best efforts to prepare a written report setting forth the collections received, the number and amount of delinquencies, th~ proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A signed copy of such audit shall be furnished to the T~~stee (solely as a repository of such information) as soon as practicable after such audit shall become available and shall, upon written request, be mailed to any Registered Owner. SECTION 9.08. Removal of Special Assessment Li(~. (a) At any time from the date of levy of Special Assessments on a parcel of District Lands through the date that is thirty (30) days after the Project has been completed and the Board of Super~isors of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property s~bject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the le~1 of the Special Assessments that relate to the Bonds by paying to the Issuer the entire amount of such Special Assessment on such property, without interest. (b) At any time subsequent to thirty (30) days after the Project has been completed and the Board of Supervisors of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as ame:1.ded, any owner of property subject to the Special AS5ess~en:s ~ay, at its option, require :::-;e Issuer to releas-2 a:-.j E"x:::..:-.S'....:is:-: the lien upor. a - 52 - GTH\HARRIS\15784.01\11/26/96 16G 1 subdivided parcel of property by virtue of the levy elf the Special Assessments by paying to the Issuer the entire a.mount of the Special Assessment, plus accrued interest (based on the true interest cost on the Bonds) to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to said subdivided parcel of property subject to Special Assessment owned by such owner, Such property owner may, under the same terms and time restrictions of this Section (b), pay a portion of the Special Assessment plus accrued interest to the next Interest Payment Date; however, such option is exercisable only once per subdivided parcel. (c) Upon receipt of a prepayment as described in (a) or (b) a.bove, the I ssuer shall immediately pay t he amount so received to the Trustee and notify the TrusteE: of the source of said moneys, and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer I to the effect that the Special Assessment, or a portion thereof, has been paid and that such Special P.ssessme~.t lien, or portion thereof, is thereby released and f!xtinguished. Upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the Prepayment Account of the Bond Redemption Fund to be applied to the redemption of Bonds in accordance with the provisions of Article VIII hereo::. SECTION 9.09. Completion of proiect. The Issuer shall forth- with proceed to complete the Project with all due diligence and in accordance with planl:l and specifications which shall have been ~pproved by the Consulting Engineer and shall be in co~folmity with law and all requirements of all Regulatory Bodies taving juris- diction thereover. The Issuer shall, before entering into any contract or incur- ring any obligation which will become a charge against the Con- struction Fund, secure the approval of the Consultinsr Engineer of such contract or the incurring of sucn obligation and of the plans and specifications referred to in any such contract and shall require each person, firm or corporation with whom it may contract for labor or materials in connection with the constr~ction of the Project before such person, firm or corporation commences said work {i} to execute a payment and performance bond with a surety autho- rized to do business in the State in the full amount of any con- tract exceeding One Hundred Thousand Dollars ($lOO,OOO), which pay- ment and performance bond shall be in substantially the form set forth in Section 255.05, Florida Statutes, and shall otherwise be in accordance with such Section; and (ii) to obtain and carry worker's compensation or employers' liability insurance as may be required by law and public liability and property damage insurance, including provisions to inde:nnify and save the Issuer harmless, and - 53 - GiH\HARRIS\15784.01\11/26/96 16G 1.1 builders' risk insurance. In the event of any default under any such contract, the proceeds of such payment and performance bond shall forthwith, upon receipt of such proceeds, be deposi.ted to the credit of the Construction Fund and shall be applied toward the completion of the contract in connection with which such payment and performance bond shall have been furnished. SECTION 9.10. Construction to be on Issu~r Lal1'i,a. The Issuer covenants that no part of the Project will be constl~cted on, over or under lands other than (i) lands good and marketable title to which is owned or can be acquired by the Issuer or other appropri- ate entity in fee simple, (ii) lands on, over or under which the Issuer or other appropriate entity shall have acquired or can acquire perpetual easements for the purposes of t~e Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or jy valid fran- chises, licenses, easements or rights of way or other legally effective permissions or approval. SECTION 9,11. O-p~ration. Use and MG}intenance of Pro.:~. The Issuer shall establish and enforce reasonable rules e~nd n!gulations governing the use of the Project owned by the lEsuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall op~rate, use and maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regula- tions; the Issuer sh;3.ll maintain and operate the Pr:>j ect owned by the Issuer i.n an efficient and economical manner, shall at all times maintain the same in good repair and in sound ~perating con- ~ition and shall make all necessary repairs, renewals and replace- ments. The Issuer shall use its best efforts to ensure that any portion of the Project not owned by the Issuer is maintained in good repair and in sound operating condition, and that all necessary repairs, renewals and replacements are made thereto. SECTION 9.12. Qbservance of and Complian~e with Valid Re~ireme~, The Issuer shall pay all municipal o~ governmental charges lawfully levied or assessed upon the Project or any part thereof or upon any revenues when the same shall be:come due, and the Issuer shall duly observe and comply with all valid require- ments of any municipal or governmental authority relative to the Project. The Issuer shall not, except as otherwise pennitted in Section 9.24 of this Article, create or suffer to be created any lien or charge upon the Project or upon Pledged RevenueB, except the lien and charge of the Bonds on the Pledged Revenues. SECTION 9.13. State or Others. AmeriCa, the State, tical s~~divisions Payment of Operating or Maintenance Costs by The Issuer may permit the United States of or any of their agencies, depa~tments or poli- :~ P~i all or any part of :he cost of maintain- - 54 - GTH\HARRIS\15784.01\11/26/96 ..L. Uu .. ing, repairing and operating the Project out of funds other than Pledged Revenues. SECTION 9,14. .Eub~I~iabilitv and Prppertv Damage Insurance.1.. Main~enance of Inpur~~_~ of Insura~e an~demnatiQU Proceeds, (a) Except as otherwise provided in subsection (d) of this Secc.ion, the Issuer will carry or cause to be carried, in respect of the portions of Project owned or operated by the Issuer, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the la'Ns of the State, in an amount sufficient to insure the Issuer against claims for which, pursuant to Florida law, soverign immunity has been waived. (b) At all times, the Issuer shall maintain a prac- tical insurance program, with reasonable terms, conditions, pro- visions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of the portions of the proj ect oltmed or operated by the Issuer. Limits for such coverage will be subject to the Consulting Engineer's recommendations which are to be provided in an annual report, as required by Section 9.21 hereof, establishing value. The Issuer shall a:so, at all times, maintain a practical comprehensive general liability insurance program with respect to the portions of the Project owned or operated by the Issuer with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage. All insurance policies of the Issuer relating to the Project shall be carried with companies authorized to do business in the Stnte, with a Best rating of no less than "A" as to management and Class "V" as to financial strength; provided, however, that if, in the opinion of the District Manager, adequate insurance protection under reasonable terms, conditions, rrovisions and cost cannot be purchased from an insurance company with the above-designated ratings, then the District Manager, on behalf of the Issuer, may secure such insurance protection as the Issuer deterrr.ines to be in its best interests and otherwise consistent with t~e Indenture; provided further, however, that the Issuer may ac: as a self- insurer in accordance wi th the requirement s of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer and the Trustee as the loss-payees and shall be made payable to the IS:3uer and the Trustee. (c) All proceeds received from proper:.y damage or destruction insurance required here~nder and all proceeds received - 55 - GTH\HARRIS\15784.01\11/26/~6 166 1, by the Issuer from the conderr~ation of the Project or any part thereof are hereby pledged by the Issuer as security for the Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trust.ee for such purpose, and used to remedy the loss, damage or taking for which such proceeds art:; received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the pro- visions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be depositen directly into the Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed with the Issuer within a reason- able time after the damage, destruction or condemnation (A) a cer- tificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited into such sepa~rate fund, together with other funds available for such purposes, will be suf- ficient to rep~ir, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or c-:onderrmation (taking into cor!sideration any changes, alterations and modifications that the Issuer may desire), (B) an opinion from the Consul t ing Engineer that the proj ect can be repaired, rebuilt, replaced or restored within two (2) years fol- lowing the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years follO'l..ing completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) oi: this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consul t ing Engineer to render its certificate. If t.he insurance proceeds or condemnation awards deposited in such sepayate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the Prepayment Account in the Bond Redemption Fund. (d) The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. "Qualified Self Insurance" means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others. - 56 - GTH\HARRIS\157B4.01\11/26/96 .1 bb .L Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall deliver ~o the Trustee {i) a copy of the proposed plan, and (ii) from the District Man- ager, an evaluation of the proposed plan together with an opinion to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subaectiofis (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves, Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such pliln reserves will be established or inourance acquired in amounts adequate to cover any potential retained liability in respect of the period of self ir,surance, and shall be re'/ie.~ed annually by th,~ District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy ~f the reserves estab::"ishe(1. thereunder in light of claims made. If the District Manager or registered actua~' determines that such rescries are inadequate in light of the claims made, he shall m~ke recommendations as to the amount of reserves that ohould be establisted and maintained, and the Iasuer shall comply with such rccomme~dation3 unless it can establish to the satisfaction cf the Trl..ls~ee that such recor:unendations are unreasonable in 1 ight .:)f the ~at:ure of the claims or the history of recovery against the Issuer for similar claims. A copy of each Qualified Self Insurance plan and of each annual report thereon shall be delivered to the Trustee. (el Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager and the Trustee. wi thin the first six (6) months of each Fi!::cal Year the District Manager shall file with the Trustee a complete report of the status of the insurance coverages relating to the Project, such report to include, without being limited thereto, a schedule of all insurance policies required by the Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby. Any such report of the District Manager may be relied upon by the Trustee as conclusive. SECTION 9.15. CQiLection of Insurance Proceed~. Copies of all insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $500,000 or more in aggregate principal amount of Bonds and their agents and representatives duly authorized in writing, The Issuer covenants that it will take such action as may be necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under the Indenture, whether such policy is payable to the Iss~er or to the Trustee. - 57 - GTH\HARRIS\15784.01\11/26/96 16G 1 The Trustee is hereby authorized in its own name to demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it. Any appraisal or adjustment of any loss or damage under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer, and filed with the Trustee. The Trustee shall in no way be liable or responsible for the collection of insurance moneys in case of any loss or damage. SECTION 9,16. Us~ of R~venues for Authorized Purposes Only. None of the Pledged Revenues shall be used for any purpose other than as provided in this Indenture and no contract or contracts shall be entered into or any action taken by the Trustee which will De inconsistent with the provisions of this Jnden~ure. SECTION 9.17. Soaks. ~d..;Lan:::L..Arl.D.u.aL..Repcrta. The Issuer shall keep proper books of record and account in accordance with G~nerally Accepted AccQunting Principles in which corr,plete and correct entries shall be made of its transactions relating to the Project, and which, together with all other books and records of the Issuer, including, without limi tat ion, insurance policies, relating to the Project, shall at all times be subject during regular business hours to the inspection of the Trustee. The Issuer shall annually, in accordance with Florida law, ~ile with the Trustee, any rating agency that shall have then in effect a rating on any of the Bonds, any Bondholder that shall have, in writing, requested a copy thereof, and otherwise as provided by law, a copy of an annual report for such year, prepared in accordance with Generally Accepted Accounting Principles by a Certified Public Accountant. The Issuer shall file with the Trustee annually within 180 days after the close of each Fiscal Year a cert ificate of a Responsible Officer setting forth (i) a description in reasonable detail of the insurance then in effect pursuant to the requirements of Section 9,14 hereof and that the Issuer has complied in all respects with s\lch requirerr.ents, (ii) whether during such year any material part of the Project has been damaged or destroyed and, if so, the amount of insurance proceeds covering such loss or damage and specifying the Issuer's reasonable and necessary replacement costs, and (iii) whether or not to the knowledge of the signed, the Issuer is in default with respect to any of the covenants, agreements or conditions on its part contained in this Indenture, and if so, the nature of such default. - 58 - GTH\HARQIS\15784.01\11/26/96 16G 1 The report, statements and other documents required to be furnished by the Issuer to the Trustee pursuant to any provisions of the Indenture shall be available for the inspection of Bondholders at the office of the Trustee, SECTION 9.18. Qbservance of Accounting Standards. The Issuer covenants that all the accounts and records of the Issuer relating to the Project will be kept according to Generally Accepted Accounting Principles consistently applied and consistent with the provisions of the Indenture. SECTION 9.19. Employment of Certified Public Accountant, The Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and the Indenture. SECTION 9.20. Establishment of Fiscal Year. Annual Budget. The Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budgzt of the IRsuer shall relate to such Fiscal Year. On or before the first day of each Fiscal Year the Issuer shall adopt a final An;:lual Budget with respect to the Project for such Fiscal Year for the payrnent of anticipated operating and maintenance expenses and shnll supply a copy of such budget promptly upon the approval thereof to the Trustee and to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary 0= the Board for such purpose. If for any reason the Issuer shall not have adopted the Annual Budget wi th respect to the proj ect on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under the Indenture. Copies of such amended or supplemental Annual Budget shall be filed with the Trustee and mailed to any Bondholders who shall have so request.ed in ....riting and shall have filed their names and acdresses with the Secretary of the Board for such purpose. SECTION 9.21. Employment of Consulting Engineer: Consulting Engineer'S Report. (a) The Issuer shall, for the purpose of performing and carrying out the duties imposed on the Consulting Engineer by the Indenture, employ one or more Independent engineers or engineering firms or cOl~orations having a favorable repute for skill and experience in such work. - 59 - GTH\HARRIS\15784.01\11/26/96 16G ~L (b) The Issuer shall cause the consulting Engineer to make an inspection of the portions of the Project owned or operated by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a report setting forth (i) its findings as to whether such portions of the proj ect owned by the Issuer have been maint:ained in good repair, working order and condition, and (ii) its reco~mendations as to the proper maintenance, repair and operation of the Project owned or operated by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes. (c) The Issuer shall cause the District. Manager or Independent Consul tant to determine all matters regarding the insurance to be carried and to make recommendations with respect to the amount that should be set aside monthly for the purpose of paying premiums on that insurance for which premiums are not paid monthly. Promptly after the receipt of such reports by the Issuer, copies thereof shall be filed with the Trustee and mailed by the Issuer to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose. SECTION 9.22. Au.di.L.R~~~. The Issuer covenants that, no later than leG days after the end of each Fisca.l Year or as required by law, whichever is sooner, it will cause all audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Tr..lBtee or the Issuer and any secur-ity held therefor and any investments thereof. Copies of such audit reports shall be filed with the Trustee, the District Manager and the Secretary of the Board, and mailed by said Secretary to the Consul ting Engineer and to all Bcndholders who shall have filed their names and addresses with him for such purpose. If the material required to be in such audi~ also appears in the annual report of the Issuer provided for in Section 9.17 hereof in a manner that can be readily identified, tt~n the filing of a copy of such annual audit shall satisfy the requirement of this Section. SECTION 9.23. Jnformation to Be Filed with Trus..t...e.e., The Issuer shall cause to be kept on file with the District Manager, and available to the Trustee, at all times copies of the schedules of Special Assessments levied on all District Lands in respect of the Project. SECTION 9.24. Covenant Against Sale or Encumbrance: ~~tions. The Issuer covenants that, (a) exceot for those improvements comprising the Project that are to be conveyed by the Issuer to the County or another governmental entity and (b) except as in this Section permitted, it will not sell, lease or otherwise dispose of or er:cu:;-.be:..- t~.;:: ?:-: ~-:::':, or any part :herec:. The - 60 - GTH\~~rS\157B4.01\11/25/95 16G 1 Iseuer may, however, from time to time, sell any machinery, fix- tu,_..!s, apparatus, tools, instrumenta or other movable property acquired by it from the proc~eds of Bonds or from Pledged Revenues if the District Hanager shall deterwine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the Project, and the proceeds thereof sh~ll be applied to the replacement of the properties so sold or disposed of or, at the writt~n direction of the Iss<ler shall be deposited to the credit of the Revenue Fund. Upon any sale of property relating to the Project, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof. The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Project not incompatible with the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing and the Consulting Engineer cr the Issuer shall certify that it shall not negatively affect the ability of the Issuer to fully pay Debt Service Requirements, and the net proce~ds of any suc:h lea.se, easement, franchise or concession (after the ~aking of provision for pa}~ent from said proceeds of all cost.s incurred in financing, constructing, operilcing, mainte,ining or repairing s\...lch leases, easements, franchises or concessions) shall be deposited as ~eceived to the credit of the Revenue Fund. SECTION 9.25. .fidelity Bo.nd.s.. Every officer, agent or employee of the Issuer having custody or control of any of the Pledged Revenues shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The p~emiums on such surety bonds shall be paid by the Issuer as an expense of operation and maintenance of the Project. SECTION 9.26. No Loss of Lien on Pledged Revenues. The Issuer shall not do or omit to do, or suffer to be done 0r omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost. or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbit:rage rebate agreement. - 61 - GTH\~~IS\15784.01\11/26/96 16G 1/ SECTION 9.27. Compliance With Other Contracts and Agreements. The Issuer shall comply with and abide by all of the terms and conditio~s of any and all contracts and agreements which the Issuer enters into in connection with the Project and the issuance of the Bonds. SECTION 9.28. Issuance of Additional Obligations. The Issuer shall not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pl~dged Revenues. SECTION 9,251. ~~TUl.iQ.rL.of Time for Payment of Inter~~ ~rQhiQLted. The Issuer shall not directly or indirectly extend or 3ssent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturi.ty, shall have been transferred or pledged apart from the BondE] to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under the Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended. SECTION 9.30. Furth~r Assurances. The Issuer shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of the Indenture. SECTION 9.31. Investmeo..t:s to Comply with Intel.nal Revenu.e C~. The Issuer covenants to the H01ders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be "arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code and all applicable regulations promulgated under the Internal Revenue Code of 1954, as amended, or the Code, and that it will comply with the requirements of such Code section and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures a~d covenants contained in any arbitrage rebate agreement executed in connection with the issuance of the Bonds for so long as compliance is necessary in order to maintain the exclusion from grose; income for federal income tax purposes of interest on the Bonds. - 62 - GTH\HARRIS\15784.01\11/26/96