Backup Documents 06/22/2010 Item #16F 1ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 f 1
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document Original documents should be hand delivered to the Board Office. "I'lie completed roiling slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and /or information needed If the document is already complete with the
exception of the Chairman's signature, draw a line through routine lines #1 through #4. co malete the rherkhcr and f"d t" a.,• Pd—, ni.,a xcr
Route to Addressee(s)
(List in touring order)
Office
Initials
Date
1.
appropriate.
(Initial )
Applicable)
2.
6/22/10
Agenda Item Number
16F1
3.
signed by the Chairman, with the exception of most letters, must be reviewed and signed
4.
Bond Resolution
Number of Original
I
5. Ian Mitchell, Executive Manager
Board of County Commissioners
Documents Attached
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created /prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the 13CC' Chairman's signature are to be delivered to the 13C'C office only after the BCC has acted to approve the
item.)
Name of Primary Staff
Mark Isackson
Phone Number
252 -8088
Contact
appropriate.
(Initial )
Applicable)
Agenda Date Item was
6/22/10
Agenda Item Number
16F1
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
Bond Resolution
Number of Original
I
Attached
resolutions, etc. signed by the County Attorney's Office and signature pages from
Documents Attached
INSTRUCTIONS & CHECKLIST
1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03 -04, Revised 1,26.05, Revised 2,24 05
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
(Initial )
Applicable)
1.
Original document has been signed /initialed for legal sufficiency. (All documents to be
Yes
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
Yes
document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
Yes
signature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
Yes
should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 6/22/10 (enter date) and all changes
Yes
made during the meeting have been incorporated in the attached document. The
County Attorney's Office has reviewed the changes, if applicable.
1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03 -04, Revised 1,26.05, Revised 2,24 05
16F 1 I
MEMORANDUM
Date: June 22, 2010
To: Mark Isackson, Senior Budget Analyst
Management & Budget Office
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Resolution 2010 -124 & Rule 15c2 -12 Certificate:
Providing the issuance of longer term, fixed -rate
bonds to refinance all of Collier County's outstanding
loans under the Florida Local Government Finance
Commission's Pooled Commercial Paper Loan Program
Attached, for your records is a certified copy of the document referenced
above, (Agenda Item #16FI) adopted by the Board of County Commissioners
on Tuesday, June 22, 2010.
If you should have any questions, please call 252 -8406.
Thank you.
Attachment
16F 1 I
RULE 15c2 -12 CERTIFICATE
The undersigned, on behalf of Collier County, Florida (the "Issuer ") hereby certifies and
represents to the underwriter or underwriters that he is duly qualified to execute and deliver
this certificate on behalf of the Issuer and further certifies on behalf of the Issuer as follows:
(1) This Certificate is delivered to enable the underwriters to comply with the
provisions of Rule 15c2 -12 under the Securities Exchange Act of 1934, as amended (the "Rule "),
in connection with the offering and sale of the Collier County, Florida Special Obligation
Revenue Bonds, Series 2010 (the "Bonds ");
(2) In connection with the offering and sale of the Bonds, there has been prepared a
Preliminary Official Statement dated June 25, 2010 (the "Preliminary Official Statement ") setting
forth information concerning the Bonds;
(3) As used herein, "Permitted Omissions" shall mean offering prices, interest rates,
selling compensation, aggregate principal amount, principal amount per maturity, delivery
date, bond ratings, the identity of the underwriter or underwriters and other terms or
provisions of the Bonds depending on such matters; and
(4) The Preliminary Official Statement, and the information contained therein, is,
except for the Permitted Omissions, hereby deemed final as of its date within the meaning of
the Rule.
IN WITNESS WHEREOF, I have hereunto set my hand this 2511i day of June, 2010.
App d a to form &legal sufficiency
Jefe A. a zkow
County At rney
{25694/001/00443839.DOCv2S
COLLIER COUNTY, FLORIDA
W ('1
By:
Name: Fred W. Coyle
Title: Chairman, Board of County
Commissioners
ATMM
DMGWE.9ROCKX LERK�
Deputy Glgrl
n �•
44"b"
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE BONDS, SERIES 2010
BOND RESOLUTION
ADOPTED JUNE 22, 2010
16F1
TABLE OF CONTENTS
PAGE
ARTICLE l
GENERAL
SECTION 1.01. DEFINITIONS .................................................... ............................... 1
SECTION 1.02. AUTHORITY FOR RESOLUTION ................... ............................... 7
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT ............................ 8
SECTION 1.04. FINDINGS ........................................................... ..............................8
SECTION 1.05. AUTHORIZATION OF REFUNDING OF PRIOR NOTES............ 9
ARTICLE II
AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF
BONDS
SECTION 2.01.
AUTHORIZATION AND DESCRIPTION OF BONDS ...............
10
SECTION 2.02.
APPLICATION OF BOND PROCEEDS ......... ...............................
l l
SECTION 2.03.
EXECUTION OF BONDS ............................... ...............................
1 I
SECTION 2.04.
AUTHENTICATION ........................................ ...............................
12
SECTION 2.05.
TEMPORARY BONDS .................................... ...............................
12
SECTION 2.06.
BONDS MUTILATED, DESTROYED, STOLEN OR LOST.......
12
SECTION 2.07.
INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER................................................. ...............................
13
SECTION 2.08.
FULL BOOK ENTRY FOR BONDS ............... ...............................
14
SECTION 2.09.
FORM OF BONDS ........................................... ...............................
16
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01.
PRIVILEGE OF REDEMPTION ..................... ...............................
24
SECTION 3.02.
SELECTION OF BONDS TO BE REDEEMED ............................24
SECTION 3.03.
NOTICE OF REDEMPTION ........................... ...............................
24
SECTION 3.04.
REDEMPTION OF PORTIONS OF BONDS .. ...............................
26
SECTION 3.05.
PAYMENT OF REDEEMED BONDS ............ ...............................
26
ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUER
SECTION 4.01.
BONDS NOT TO BE INDEBTEDNESS OF ISSUER ...................
27
SECTION 4.02.
COVENANT TO BUDGET AND APPROPRIATE;
PAYMENT OF BONDS ............................. ...............................
27
SECTION 4.03.
REBATE FUND ............................................... ...............................
28
SECTION 4.04.
ANTI - DILUTION ............................................. ...............................
28
I
16F1
ARTICLE V
COVENANTS
SECTION 5.01.
GENERAL ........................................................ ...............................
30
SECTION 5.02.
ANNUAL BUDGET ......................................... ...............................
30
SECTION 5.03.
ANNUAL, AUDIT ............................................. ...............................
30
SECTION 5.04.
FEDERAL INCOME TAXATION COVENANTS ........................30
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01.
EVENTS OF DEFAULT .................................... .............................32
SECTION 6.02.
REMEDIES ......................................................... .............................32
SECTION 6.03.
DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS .......................................... ...............................
33
SECTION 6.04.
REMEDIES CUMULATIVE ........................... ...............................
33
SECTION 6.05.
WAIVER OF DEFAULT ................................. ...............................
33
SECTION 6.06.
APPLICATION OF MONEYS AFTER DEFAULT .......................
33
SECTION 6.07.
CONTROL BY INSURER ............................... ...............................
35
ARTICLE VII
SUPPLEMENTAI. RESOLUTIONS
SECTION 7.01.
SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT ................... ...............................
36
SECTION 7.02.
SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND INSURER'S CONSENT ...................... .............................36
SECTION 7.03.
AMENDMENT WITH CONSENT OF INSURER ONLY ............
38
ARTICLE VIII
DEFEASANCE
SECTION 8.01.
DEFEASANCE ................................................. ...............................
39
ARTICLE IX
PROVISIONS RELATING TO TIE BOND INSURANCE POLICY AND INSURER
FOR THE BONDS
SECTION 9.01. MUNICIPAL BOND INSURANCE .................. .............................41
SECTION 9.02. PROVISIONS RELATING TO BOND INSURANCE
POLICY....................................................... ............................... 41
ARTICLE X
PROVISIONS RELATING TO BONDS
SECTION 10.01. OFFICIAL NOTICE OF SALE ..................... ...............................
SECTION 10.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL
STATEMENT........................................... ...............................
SECTION 10.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR.....
ii
.. 47
47
47
lbF 1
SECTION 10.04.
SECONDARY MARKET DISCLOSURE ....... ...............................
48
ARTICLE XI
MISCELLANEOUS
SECTION 11.01.
SALE OF BONDS ............................................ ...............................
49
SECTION 11.02.
SEVERABILITY OF INVALID PROVISIONS .............................49
SECTION 11.03.
VALIDATION AUTHORIZED ......................... .............................49
SECTION 11.04.
REPEAL OF INCONSISTENT RESOLUTIONS ..........................
49
SECTION 11.05.
EFFECTIVE DATE ............................................ .............................50
EXHIBIT A -
FORM OF OFFICIAL NOTICE OF SALE
EXHIBIT B -
FORM OF CONTINUING DISCLOSURE CERTIFICATE
EXHIBIT C -
FORM OF PRELIMINARY OFFICIAL STATEMENT
iii
16F 14
RESOLUTION 2010 -A4
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $62,500,000 IN AGGREGATE PRINCIPAL
AMOUNT OF COLLIER COUNTY, FLORIDA SPECIAL
OBLIGATION REVENUE BONDS, SERIES 2010, TO REFUND ALL
OF THE COUNTY'S NOTES THAT ARE OUTSTANDING UNDER
THE FLORIDA LOCAL GOVERNMENT FINANCE, COMMISSION'S
POOLED COMMERCIAL PAPER LOAN PROGRAM;
COVENANTING TO BUDGET AND APPROPRIATE CERTAIN
LEGALLY AVAILABLE NON -AD VALOREM REVENUES TO PAY
DEBT SERVICE ON THE BONDS; PROVIDING FOR THE RIGHTS
OF THE HOLDERS OF THE BONDS; MAKING CERTAIN OTHER
COVENANTS AND AGREEMENTS IN CONNECTION WITH THE
BONDS; AUTHORIZING THE AWARDING OF SAID BONDS
PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN
AUTHORITY TO THE CHAIRMAN FOR THE AWARD OF THE
BONDS, AND THE APPROVAL OF THE TERMS AND DETAILS OF
SAID BONDS; AUTHORIZING THE PUBLICATION OF A NOTICE
OF SALE FOR THE BONDS OR A SUMMARY THEREOF;
APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID
BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT WITH RESPECT TO SUCH BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE CERTIFICATE; DELEGATING
AUTHORITY TO THE CHAIRMAN TO DETERMINE WHETHER TO
UTILIZE MUNICIPAL BOND INSURANCE FOR THE BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the
following terms shall have the following meanings, unless the context clearly otherwise
requires:
16F1
"Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions
of law.
"Amortization Installments" shall mean an amount designated as such pursuant
to the provisions of this Resolution and established with respect to Term Bonds.
"Annual Audit" shall mean the annual audit prepared pursuant to the
requirements of Section 5.03 hereof.
"Annual Budget" shall mean the annual budget prepared pursuant to the
requirements of Section 5.02 hereof.
"Annual Debt Service" shall mean the aggregate amount of Debt Service on the
Bonds for each applicable Fiscal Year.
"Assured Guaranty" or "Insurer" shall mean Assured Guaranty Municipal
Corp., or any successor thereto or assignee thereof.
"Authorized Issuer Officer" shall mean the Chairman, the County Manager and
the Clerk and when used in reference to any act or document, also means any other
person authorized by resolution of the Issuer to perform such act or sign such document.
"Board" shall mean the Board of County Commissioners of Collier County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other
attorney at law or firm of attorneys, of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Bond Insurance Policy" shall mean the insurance policy, if any, issued by
Assured Guaranty guaranteeing the scheduled payment of principal of and interest on the
Bonds when due.
"Bondholder" or "Holder" or "holder" or any similar term, when used with
reference to a Bond or Bonds, shall mean any person who shall be the registered owner of
any Outstanding Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Collier County, Florida Special Obligation Revenue
Bonds, Series 2010.
"Capital Projects Funds" shall mean the "Capital Projects Funds" of the Issuer
as described and identified in the Annual Audit.
2
16F1
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board
"Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and
Ex- Officio Clerk of the Board of County Commissioners of the Collier County, Florida
and such other person as may be duly authorized to act on her or his behalf, including any
Deputy Clerk.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the
regulations and rules thereunder in effect or proposed.
"Counterparty" shall mean the entity entering into a Hedge Agreement with the
Issuer. Counterparty would also include any guarantor of such entity's obligations under
such Hedge Agreement.
"County Manager" shall mean the County Manager of the Issuer or, in his or her
absence or unavailability, any Assistant County Manager or a designee of the County
Manager.
"Debt" means at any date (without duplication) all of the following to the extent
that they are secured by or payable in whole or in part from any Non -Ad Valorem
Revenues (A) all obligations of the Issuer for borrowed money or evidenced by bonds,
debentures, notes or other similar instruments; (B) all obligations of the Issuer to pay the
deferred purchase price of property or services, except trade accounts payable under
normal trade terms and which arise in the ordinary course of business; (C) all obligations
of the Issuer as lessee under capitalized leases; and (D) all indebtedness of other Persons
to the extent guaranteed by, or secured by, Non -Ad Valorem Revenues of the Issuer;
provided, however, if with respect to any obligation contemplated in (A), (B), or (C)
above, the Issuer has covenanted to budget and appropriate sufficient Non -Ad Valorem
Revenues to satisfy such obligation but has not secured such obligation with a lien on or
pledge of any Non -Ad Valorem Revenues then, and with respect to any obligation
contemplated in (D) above, such obligation shall not be considered "Debt" for purposes
of this Resolution unless the Issuer has actually used Non -Ad Valorem Revenues to
satisfy such obligation during the immediately preceding Fiscal Year or reasonably
expects to use Non -Ad Valorem Revenues to satisfy such obligation in the current or
immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result
of the proviso set forth in the immediately preceding sentence, it shall continue to be
considered "Debt" until the Issuer has not used any Non -Ad Valorem Revenues to satisfy
such obligation for two consecutive Fiscal Years.
"Debt Service" shall mean, at any time, the aggregate amount in the then
applicable period of time of (1) interest required to be paid on the Outstanding Bonds
during such period of time, except to the extent that such interest is to be paid from Bond
proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such
K
16F 1
period of time, and (3) the Amortization Installments with respect to Outstanding Tenn
Bonds maturing in such period of time. For purposes of this definition, (A) if the Bonds
have 25% or more of the aggregate principal amount coming due in any one year, Debt
Service shall be determined on the Bonds during such period of time as if the principal of
and interest on such Bonds were being paid from the date of incurrence thereof in
substantially equal annual amounts over a period of 25 years, and (B) with respect to debt
service on any Bonds which are subject to a Qualified Hedge Agreement, interest on such
Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the
Hedge Payments coming due during such period of time.
"Federal Securities" shall mean non - callable direct obligations of the United
States of America (including obligations issued or held in book -entry form on the books
of the Department of Treasury) or non - callable obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America.
"Financial Advisor" shall mean Public Financial Management, Inc., Coral
Gables, Florida.
"Fiscal Year" shall mean the period commencing on October I of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Fitch" shall mean Fitch Ratings, and any assigns and successors thereto.
"General Fund" shall mean the "General Fund" of the Issuer as described and
identified in the Annual Audit.
"General Fund Revenues" shall mean total revenues of the Issuer derived from
any source whatsoever and that are allocated to and accounted for in the General Fund as
shown in the Annual Audit.
"Hedge Agreement" shall mean an agreement in writing between the Issuer and
the Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an
amount, either at one time or periodically, which may, but is not required to, be
determined by reference to the amount of interest (which may be at a fixed or variable
rate) payable on debt (or a notional amount) specified in such agreement during the
period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an
amount, either at one time or periodically, which may, but is not required to, be
determined by reference to the amount of interest (which may be at a fixed or variable
rate) payable on debt (or a notional amount) specified in such agreement during the
period specified in such agreement.
"Hedge Payments" shall mean any amounts payable by the Issuer on the debt or
the related notional amount under a Qualified Hedge Agreement; excluding, however,
4
F 1
any payments due as a penalty or by virtue of termination of a Qualified Hedge
Agreement or any obligation of the Issuer to provide collateral. a
"Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the
Issuer that are allocated to and accounted for in the Capital Projects Funds as shown in
the Annual Audit.
"Insurer" or "Assured Guaranty" shall mean Assured Guaranty Municipal
Corp., or any successor thereto or assignee thereof.
"Interest Date" or "interest payment date" shall be January l and July I of
each year.
"Issuer" or "County" shall mean Collier County, Florida.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of
the Annual Debt Service coming due in any Fiscal Year in which Bonds are Outstanding.
" Moody's" shall mean Moody's Investors Service, and any assigns and successors
thereto.
"MSTD Revenues" shall mean all revenues of the Issuer derived from any source
whatsoever and that are allocated to and accounted for in the Unincorporated Area
Municipal Services Taxing District Fund as shown in the Annual Audit.
"Non -Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD
Revenues, other than revenues generated from ad valorem taxation on real or personal
property, and all Impact Fee Proceeds, but only to the extent they are legally available to
make the payments required herein.
"Official Notice of Sale" shall meant the Official Notice of Sale as described in
Section 10.01 hereof, the form of which is attached hereto as Exhibit A.
"Outstanding," when used with reference to Bonds and as of any particular date,
shall describe all Bonds theretofore and thereupon being authenticated and delivered
except, (1) any Bond in lieu of which other Bond or Bonds have been issued under
Section 2.06 hereof to replace lost, mutilated or destroyed Bonds, (2) any Bond
surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections
2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01
hereof and (4) Bonds cancelled after purchase in the open market or because of payment
at or redemption prior to maturity.
"Paying Agent" shall mean the paying agent appointed by the Issuer for the
Bonds and its successor or assigns, if any. The Paying Agent initially shall be Regions
Bank, Orlando, Florida.
5
1:6 F 1
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization, governmental entity or
other legal entity.
"Prerefunded Obligations" shall mean any bonds or other obligations of any
state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state (1) which are (A) not callable prior to maturity or (B)
as to which irrevocable instructions have been given to the fiduciary for such bonds or
other obligations by the obligor to give due notice of redemption and to call such bonds
for redemption on the date or dates specified in such instructions, (2) which are fully
secured as to principal, redemption premium, if any, and interest by a fund held by a
fiduciary consisting only of cash or Federal Securities, secured in substantially the
manner set forth in Section 8.01 hereof, which fund may be applied only to the payment
of such principal of, redemption premium, if any, and interest on such bonds or other
obligations on the maturity date or dates thereof or the specified redemption date or dates
pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal
of and interest on the Federal Securities, which have been deposited in such fund along
with any cash on deposit in such fund are sufficient, as verified by an independent
certified public accountant or other expert in such matters, to pay principal of,
redemption premium, if any, and interest on the bonds or other obligations on the
maturity date or dates thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in clause (1) above and are not available to satisfy any
other claims, including those against the fiduciary holding the same, and (4) which are
rated in the highest rating category (without regard to gradations, such as " +" or " -" or
2 or 3" of such categories) of one of the Rating Agencies.
"Prior Notes" shall mean all of the promissory notes issued by the Issuer
pursuant to the Program that are currently outstanding.
"Program" shall mean the pooled commercial paper loan program of the Florida
Local Government Finance Commission which is administered by the Florida
Association of Counties.
"Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to
which the Issuer has received written notice from at least two of the Rating Agencies that
the rating of the Counterparty is not less than "A."
hereof.
"Rating Agencies" means Fitch, Moody's and Standard & Poor's.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.03
0
16F 1
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunding Securities" shall mean Federal Securities and, to the extent approved
in writing by the Insurer, if any, Prerefunded Obligations.
"Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds
and its successor or assigns, if any. The Registrar initially shall be Regions Bank,
Orlando, Florida.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by Supplemental Resolution.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"Standard and Poor's" or "S &P" shall mean Standard and Poor's Ratings
Services, and any assigns and successors thereto.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the
terms of Sections 7.01, 7.02 and 7.03 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby.
"Unincorporated Area Municipal Services Taxing District Fund" shall mean
the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special
Revenue Funds" as such Funds are described and identified in the Annual Audit.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby
determined that adoption of this Resolution is necessary to carry out the powers, purposes
and duties expressly provided in the Act, that each and every matter and thing as to which
7
16F 1
provision is made herein is necessary in order to carry out and effectuate the purposes of
the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose
of the Act, and that the powers of the Issuer herein exercised are in each case exercised in
accordance with the provisions of the Act and in furtherance of the purposes of the Issuer.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who
shall hold the same from time to time, the provisions of this Resolution shall be a part of
the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and
shall constitute a contract between the Issuer, the Holders from time to time of the Bonds
and the Insurer, if any. The pledge made in the Resolution and the provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Issuer shall be for
the equal benefit, protection and security of the Holders of any and all of said Bonds and
the Insurer, if' any, but only in accordance with the terms hereof. All of the Bonds,
regardless of the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof
except as expressly provided in or pursuant to this Resolution.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined and
declared that:
(A) The Issuer has previously issued the Prior Notes pursuant to the Program to
finance and refinance various capital improvements within the Issuer (the "Prior
Projects ").
(B) The Prior Notes were issued as interim financing for the Prior Projects and
bear interest at variable rates.
(C) In order to provide permanent financing with respect to the Prior Projects
and to eliminate interest rate risk inherent with variable interest rate debt obligations such
as the Prior Notes, it is in the best interests of the Issuer to refinance the Prior Notes with
proceeds of a long -term, fixed interest rate debt obligation.
(D) Upon the advice of the Financial Advisor and in light of the current interest
rate market, the Issuer deems it to be in its best interest to now issue the Bonds for the
purpose of currently refunding the Prior Notes, as determined pursuant to the provisions
herein.
(E) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Resolution, the Bonds shall be advertised for competitive bids pursuant to the Official
Notice of Sale, the form of which is attached hereto as Exhibit A, or a summary thereof.
(F) Pursuant to the Official Notice of Sale, competitive bids for the purchase of
the Bonds received in accordance with the Official Notice of Sale on or prior to
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10:00 a.m., Eastern daylight savings time, on July 13, 2010, or such other date or time as
is determined by the Chairman in accordance with the terms and provisions hereof and of
the Official Notice of Sale, shall be publicly opened and announced.
(G) Due to the present volatility and uncertainty of the market for tax - exempt
obligations such as the Bonds, it is desirable for the Issuer to be able to advertise and
award the Bonds at the most advantageous time and date instead of restricting the sale
and award to the date of a particular meeting of the Board; and, accordingly, the Issuer
hereby determines to delegate the advertising and awarding of the Bonds to the Chairman
within the parameters described herein.
(H) It is necessary and appropriate that the Issuer determine certain parameters
for the terms and details of the Bonds and to delegate certain authority to the Chairman
for the award of the Bonds and the approval of the terms of the Bonds in accordance with
the provisions hereof and of the Official Notice of Sale.
(I) In the event Bond Counsel shall determine that the Bonds have not been
awarded competitively in accordance with the provisions of Section 218.385, Florida
Statutes, the Issuer shall adopt such resolutions and make such findings as shall be
necessary to authorize and ratify a negotiated sale of the Bonds in accordance with said
Section 218.385.
(J) The Bonds shall be secured solely by a covenant of the Issuer, subject to
certain conditions set forth herein, to budget and appropriate from Non -Ad Valorem
Revenues amounts sufficient to pay the principal of and interest on the Bonds, when due.
(K) The principal of and interest on the Bonds to be issued pursuant to this
Resolution, and all other payments provided for in this Resolution will be paid solely
from Non -Ad Valorem Revenues in accordance with the terms hereof; and the ad
valorem taxing power of the Issuer will never be necessary or authorized to pay the
principal of and interest on the Bonds to be issued pursuant to this Resolution, or to make
any other payments provided for in this Resolution, and the Bonds shall not constitute a
lien upon any property whatsoever of or in the Issuer.
SECTION 1.05. AUTHORIZATION OF REFUNDING OF PRIOR
NOTES. The current refunding of the Prior Notes in order to eliminate interest rate risk
and to establish permanent, long -term financing for the Prior Projects is hereby
authorized.
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ARTICLE 11
AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF
BONDS
SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS.
(A) This Resolution creates an issue of Bonds of the Issuer to be designated as "Collier
County. Florida Special Obligation Revenue Bonds, Series 2010," issued in the aggregate
principal amount of not exceeding $62,500,000. The Chairman is authorized to modify
the series designation of such Bonds, in his discretion, prior to the issuance thereof. The
Chairman shall determine the aggregate principal amount of the Bonds prior to their
issuance in accordance with the Official Notice of Sale provided such principal amount
does not exceed $62,500,000. The Bonds are issued for the principal purposes of
refunding the Prior Notes and paying certain costs of issuance incurred with respect to the
Bonds. The Chairman is authorized and directed to determine, upon the advice of the
Financial Advisor, whether any portion of the Bonds shall be insured by the Bond
Insurance Policy or whether the Bonds will be issued uninsured.
The Bonds shall be dated as of their date of delivery (or such other date as the
Chairman may determine), shall be numbered consecutively from one upward in order of
maturity preceded by the letter "R ", shall be issued in the form of fully registered Bonds
in denominations of $5,000 and any integral multiple thereof, shall be initially in book -
entry only form of registration, shall bear interest from their date of delivery (or such
other date as the Chairman may determine), payable semi - annually on each Interest Date,
commencing on January 1, 2011 (or such other date as the Chairman may determine).
The Bonds shall bear interest computed on the basis of a 360 -day year consisting of
twelve 30 -day months.
The Bonds shall bear interest at such rates and yields, shall mature on July 1 of
each of the years and in the principal amounts corresponding to such years, and, except as
otherwise provided herein, shall have such redemption provisions, all as determined by
the Chairman, upon the advice of the Financial Advisor, subject to the conditions set
forth in this Section 2.01. The final maturity of the Bonds shall not be later than July 1,
2034. All of the terms of the Bonds will be included in a certificate to be executed by the
Chairman or other Authorized Issuer Officer following the award of the Bonds (the
"Award Certificate ") and shall be set forth in the final Official Statement, as described
herein.
The principal of, or Redemption Price, if applicable, on the Bonds are payable
upon presentation and surrender of the Bonds at the office of the Paying Agent. Interest
payable on any Bond on any Interest Date will be paid by check or draft of the Paying
Agent to the Holder in whose name such Bond shall be registered at the close of business
on the date which shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding such Interest Date, or at the request of such Holder, by
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bank wire transfer for the account of such Holder. All payments of principal of, or
Redemption Price, if applicable, and interest on the Bonds shall be payable in any coin or
currency of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.
(B) The Chairman, on behalf of the Issuer and only in accordance with the
terms hereof and of the Official Notice of Sale, shall award the Bonds to the underwriter
or underwriters that submit a bid proposal which complies in all respects with this
Resolution and the Official Notice of Sale and offers to purchase the Bonds at the lowest
true interest cost to the Issuer, as calculated by the Issuer's Financial Advisor in
accordance with the terms and provisions of the Official Notice of Sale; provided,
however, the Bonds shall not be awarded to any bidder unless the true interest cost set
forth in the winning bid (as calculated by the Financial Advisor) is equal to or less than
5.50 %. In accordance with the provisions of the Official Notice of Sale, the Chairman
may, in his or her sole discretion, reject any and all bids.
(C) The Bonds may be redeemed prior to their respective maturities from any
moneys legally available therefor, upon notice as provided in this Resolution, and upon
the terms and provisions as shall be determined by the Chairman, upon the advice of the
Financial Advisor. Notwithstanding the foregoing, with respect to any optional
redemption terms for the Bonds, the first call date may be no later than July 1, 2020, and
the call premium, if any, for the Bonds may not exceed 2.00% of the par amount of the
Bonds to be redeemed. 'The Chairman, upon the advice of the Issuer's Financial Advisor,
shall also determine which Bonds, if any, shall not be subject to optional redemption.
Term Bonds may be established in accordance with the terms of the Official Notice of
Sale.
SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds
derived from the sale of the Bonds, including premium, if any, shall be applied by the
Issuer as follows:
(A) A sufficient amount of the Bond proceeds shall be distributed pursuant to
the instructions of the Florida Local Government Finance Commission in order to refund
the Prior Notes.
(B) If the Chairman determines that the Bonds will be insured by the Bond
Insurance Policy in accordance with Section 2.01 hereof, a sufficient amount of the Bond
proceeds will be applied to the payment of the premium for the Bond Insurance Policy.
(C) The balance of the Bond proceeds shall be used to pay costs and expenses
relating to the issuance of the Bonds.
SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of the Chairman and the
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official seal of the Issuer shall be imprinted thereon, attested with the manual or facsimile
signature of the Clerk. In case any one or more of the officers who shall have signed or
sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to
be such officer of the Issuer before the Bonds so signed and sealed have been actually
sold and delivered such Bonds may nevertheless be sold and delivered as herein provided
and may be issued as if the person who signed or sealed such Bonds had not ceased to
hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such
person who at the actual time of the execution of such Bond shall hold the proper office
of the Issuer, although at the date of such Bond such person may not have held such
office or may not have been so authorized. The Issuer may adopt and use for such
purposes the facsimile signatures of any such persons who shall have held such offices at
any time after the date of the adoption of this Resolution, notwithstanding that either or
both shall have ceased to hold such office at the time the Bonds shall be actually sold and
delivered.
SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder
or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless
there shall be manually endorsed on such Bond a certificate of authentication by the
Registrar or such other entity as may be approved by the Issuer for such purpose. Such
certificate on any Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Resolution. The form of such certificate shall be
substantially in the form provided in Section 2.09 hereof.
SECTION 2.05. TEMPORARY BONDS. Until definitive Bonds are
prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and
deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of
definitive Bonds, but subject to the same provisions, limitations and conditions as the
definitive Bonds, except as to the denominations thereof, one or more temporary Bonds
substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or
Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and
with such omissions, insertions and variations as may be appropriate to temporary Bonds.
The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be
authenticated by the Registrar. Upon the surrender of such temporary Bonds for
exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange
therefor definitive Bonds, of the same aggregate principal amount and maturity as the
temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all
respects be entitled to the same benefits and security as definitive Bonds issued pursuant
to this Resolution. All temporary Bonds surrendered in exchange for another temporary
Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the
Registrar.
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the
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Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond upon surrender and cancellation of such mutilated
Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the
Holder furnishing the Issuer and the Registrar proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and
conditions as the Issuer or the Registrar may prescribe and paying such expenses as the
Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the
Registrar. If any of the Bonds shall have matured or be about to mature, instead of
issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon
being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the
lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond
shall be entitled to equal and proportionate benefits and rights to the same extent as all
other Bonds issued hereunder.
SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or
his attorney duly authorized in writing, may, at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of registered Bonds of the same
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial
Code of the State, subject to the provisions for registration and transfer contained in this
Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the
Issuer shall maintain and keep, at the office of the Registrar, books for the registration
and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of
the Registrar, under such reasonable regulations as the Issuer may prescribe, by the
Holder thereof in person or by his attorney duly authorized in writing upon surrender
thereof together with a written instrument of transfer satisfactory to the Registrar duly
executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer
of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the
transferee a new Bond or Bonds of the same aggregate principal amount and maturity as
the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the
Issuer may deem and treat the Person in whose name any Outstanding Bond shall be
registered upon the books of the Issuer as the absolute owner of such Bond, whether such
Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,
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the principal or Redemption Price, if applicable, and interest on such Bond and for all
other purposes, and all such payments so made to any such Holder or upon his order shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent
of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent
or other fiduciary of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Bonds;
(B) following the fifteenth day next preceding the date of first mailing of notice of
redemption of any Bonds; and (C) at any other time as reasonably requested by the
Paying Agent of such Bonds, shall certify and furnish to such Paying Agent the names,
addresses and holdings of Bondholders and any other relevant information reflected in
the registration books. Any Paying Agent of any fully registered Bond shall effect
payment of interest on such Bonds by mailing a check to the Holder entitled thereto or
may, in lieu thereof, upon the request and expense of such Holder, transmit such payment
by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate
such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by
the Chairman and Clerk for purposes of exchanging, replacing or transferring Bonds may
occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such
exchanges or transfers shall be held by the Registrar in safekeeping until directed by the
Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the
Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee,
expense or other governmental charge required to be paid with respect to such exchange
or transfer. The Issuer and the Registrar shall not be obligated to make any such
exchange or transfer of Bonds during the 15 days next preceding an Interest Date on the
Bonds, or, in the case of any proposed redemption of Bonds, then, for the Bonds subject
to redemption, during the 15 days next preceding the date of the first mailing of notice of
such redemption and continuing until such redemption date.
SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the
provisions set forth in Section 2.07 hereof, the Bonds shall be initially issued in the form
of a separate single certificated fully registered bond certificate for each of the maturities
of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered
in the registration books kept by the Registrar in the name of Cede & Co., as nominee of
The Depository Trust Company ( "DTC "). All of the Outstanding Bonds shall be
registered in the registration books kept by the Registrar in the name of Cede & Co., as
nominee of DTC. As long as the Bonds shall be registered in the name of Cede & Co., all
payments of principal on the Bonds shall be made by the Paying Agent by check or draft
or by bank wire transfer to Cede & Co., as Holder of the Bonds, upon presentation of the
Bonds to be paid, to the Paying Agent.
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With respect to the Bonds registered in the registration books kept by the Registrar
in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying
Agent shall have no responsibility or obligation to any direct or indirect participant in the
DTC book -entry program (the "Participants "). Without limiting the immediately
preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no
responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede
& Co. or any Participant with respect to any ownership interest on the Bonds, (B) the
delivery to any Participant or any other Person other than a Bondholder, as shown in the
registration books kept by the Registrar, of any notice with respect to the Bonds,
including any notice of redemption, or (C) the payment to any Participant or any other
Person, other than a Bondholder, as shown in the registration books kept by the Registrar,
of any amount with respect to principal of, Redemption Price, if applicable, or interest on
the Bonds. The Issuer, the Registrar and the Paying Agent shall treat and consider the
Person in whose name each Bond is registered in the registration books kept by the
Registrar as the Holder and absolute owner of such Bond for the purpose of payment of
principal, Redemption Price, if applicable, and interest with respect to such Bond, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for
the purpose of registering transfers with respect to such Bond, and for all other purposes
whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if applicable,
and interest on the Bonds only to or upon the order of the respective Holders, as shown in
the registration books kept by the Registrar, or their respective attorneys duly authorized
in writing, as provided herein and all such payments shall be valid and effective to fully
satisfy and discharge the Issuer's obligations with respect to payment of principal,
Redemption Price, if applicable, and interest on the Bonds to the extent of the sum or
sums so paid. No Person other than a Holder, as shown in the registration books kept by
the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to
make payments of principal, Redemption Price, if applicable, and interest pursuant to the
provisions of this Resolution. Upon delivery by DTC to the Issuer of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in Section 2.07 with respect to transfers during the 15 days next
preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co."
shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall
promptly deliver a copy of the same to the Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the Outstanding Bonds be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC,
is not in the best interest of the beneficial owners of the Bonds or (ii) to the effect that
DTC is unable or unwilling to discharge its responsibilities and no substitute depository
willing to undertake the functions of DTC hereunder can be found which is willing and
able to undertake such functions upon reasonable and customary terms, or (B)
determination by the Issuer that such book -entry only system is burdensome or
undesirable to the Issuer and compliance by the Issuer of all applicable policies and
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procedures of DTC regarding discontinuance of the book entry registration system, the
Bonds shall no longer be restricted to being registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in
whatever name or names Holders shall designate, in accordance with the provisions of
this Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate,
transfer and exchange the Bonds of like principal amount and maturity, in denominations
of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing
notwithstanding, until such time as participation in the book -entry only system is
discontinued, the provisions set forth in the Blanket Letter of Representations previously
executed by the Issuer and delivered to DTC shall apply to the payment of principal of
and interest on the Bonds.
SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in
substantially the following form with such omissions, insertions and variations as may be
necessary and /or desirable and approved by the Chairman prior to the issuance thereof
(which necessity and/or desirability and approval shall be presumed by such officer's
execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or
purchasers thereof):
[Remainder of page intentionally left blank]
16
No. R-
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REVENUE BONDS,
SERIES 2010
Interest Maturity Date of
Rate Date Original Issue CUSIP Number
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a
political subdivision of the State of Florida (the "Issuer "), for value received, hereby
promises to pay, solely from the Non -Ad Valorem Revenues hereinafter described, to the
Registered Holder identified above, or registered assigns as hereinafter provided, on the
Maturity Date identified above, the Principal Amount identified above and to pay interest
on such Principal Amount from the Date of Original Issue identified above or from the
most recent interest payment date to which interest has been paid at the Interest Rate per
annum identified above on January 1 and July 1 of each year commencing January 1,
2011 until such Principal Amount shall have been paid, except as the provisions
hereinafter set forth with respect to redemption prior to maturity may be or become
applicable hereto.
Such Principal Amount and interest and the premium, if any, on this Bond are
payable in any coin or currency of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private
debts. Such Principal Amount and the premium, if any, on this Bond, are payable at the
designated corporate trust office of
Florida, as Paying Agent. Payment of each installment of interest shall be made to the
person in whose name this Bond shall be registered on the registration books of the Issuer
maintained by — ____ -1 1 Florida, as Registrar, at the
close of business on the date which s be the fifteenth day (whether or not a business
day) next preceding each interest payment date and shall be paid by a check of such
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Paying Agent mailed to such Registered Holder at the address appearing on such
registration books or, at the request of such Registered Holder, by bank wire transfer for
the account of such Holder. Interest shall be calculated on the basis of a 360 -day year of
twelve 30 -day months.
This Bond is one of an authorized issue of Bonds in the aggregate principal
amount of $ (the 'Bonds ") of like date, tenor and effect, except as to
maturity date, interest rate, denomination and number issued under the authority of and in
full compliance with the Constitution and laws of the State of Florida, particularly
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the
"Act "), and a resolution duly adopted by the Board of County Commissioners of the
Issuer, on ,tune 22, 2010, as the same may be amended and supplemented (the
'Resolution "), and is subject to all the terms and conditions of the Resolution.
Capitalized undefined terms used herein shall have the meanings ascribed thereto in the
Resolution. The Bonds are being issued to refund certain outstanding indebtedness of the
Issuer.
Pursuant to the Resolution, the Issuer has covenanted to appropriate in its annual
budget, by amendment, if necessary, such amounts of Non -Ad Valorem Revenues which
are not otherwise pledged, restricted or encumbered, as shall be necessary to pay the
principal of and interest on the Bonds when due and all required rebate payments. Such
covenant to appropriate Non -Ad Valorem Revenues is not a pledge by the Issuer of such
Non -Ad Valorem Revenues and is subject in all respects to the payment of obligations
secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered
into (including the payment of debt service on bonds or other debt instruments) and also
to the payment of services and programs which are for essential public purposes affecting
the health, safety and welfare of the inhabitants of the Issuer or which are legally
mandated by applicable law.
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS
BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF
FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE
NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY,
AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER
HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING
POWER OF THE ISSUER, T14L STATE OF FLORIDA, OR ANY POLITICAL
SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE
OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON
ANY PROPERTY OF THE ISSUER, BUT SHALL BE PAYABLE SOLELY FROM
THE AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS
DESCRIBED ABOVE AND AS PROVIDED IN THE RESOLUTION.
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The Issuer has established a book -entry system of registration for the Bonds.
Except as specifically provided otherwise in the Resolution, an agent will hold this Bond
on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase,
delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to
such arrangement.
This Bond is transferable in accordance with the terms of the Resolution only
upon the books of the Issuer kept for that purpose at the designated corporate trust office
of the Registrar by the Registered Holder hereof in person or by his attorney duly
authorized in writing, upon the surrender of this Bond together with a written instrument
of transfer satisfactory to the Registrar duly executed by the Registered Holder or his
attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same
aggregate principal amount shall be issued to the transferee in exchange therefor, and
upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in
the form of fully registered Bonds in the denomination of $5,000 and any integral
multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer,
the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the
absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and
shall not be affected by any notice to the contrary. The Issuer shall not be obligated to
make any exchange or transfer of the Bonds during the 15 days next preceding an interest
payment date or, in the case of any proposed redemption of the Bonds, then, for the
Bonds subject to such redemption, during the 15 days next preceding the date of the first
mailing of notice of such redemption.
(INSERT REDEMPTION PROVISIONS)
Redemption of this Bond under the preceding paragraphs shall be made as
provided in the Resolution upon notice given by first class mail sent at least 30 days prior
to the redemption date to the Registered Holder hereof at the address shown on the
registration books maintained by the Registrar; provided, however, that failure to mail
notice to the Registered Holder hereof, or any defect therein, shall not affect the validity
of the proceedings for redemption of other Bonds as to which no such failure or defect
has occurred. In the event that less than the full principal amount hereof shall have been
called for redemption, the Registered Holder hereof shall surrender this Bond in
exchange for one or more Bonds in an aggregate principal amount equal to the
unredeemed portion of principal, as provided in the Resolution.
As long as the book -entry only system is used for determining beneficial
ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede &
Co. will be responsible for notifying the DTC Participants, who will in turn be
responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co.
to notify any DTC Participant, or of any DTC Participant to notify the beneficial owner
of any such notice, will not affect the validity of the redemption of the Bonds.
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Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the
pledge and covenants securing this Bond, the nature, manner and extent of enforcement
of such pledge and covenants, and the rights, duties, immunities and obligations of the
Issuer.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond, exist,
have happened and have been performed, in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of the Bonds does not violate any constitutional or statutory limitations or provisions.
Neither the Chairman nor the members of the Board of County Commissioners of
the Issuer nor any person executing this Bond shall be liable personally hereon or be
subject to any personal liability or accountability by reason of the issuance hereof.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has
caused the same to be executed by the manual or facsimile signature of the Chairman of
the Board of County Commissioners and attested by the manual or facsimile signature of
the Clerk of the Circuit Court for Collier County, Florida and Ex- Officio Clerk of the
Board of County Commissioners, and its official seal or a facsimile thereof to be affixed
or reproduced hereon, all Date of Original Issue.
COLLIER COUNTY, FLORIDA
(SEAL)
Chairman, Board of County Commissioners
ATTESTED:
Clerk, Circuit Court for Collier County,
Florida and Ex- Officio Clerk of the Board
of County Commissioners
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Issue described in the within - mentioned
Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Officer
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6
Unless this certificate is presented by an authorized representative of The
Depository Trust Company to the Issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by the authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
, as attorneys to register the transfer of the said Bond on
the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: Signature must be
guaranteed by an institution which is a
participant in the Securities Transfer
Agent Medallion Program (STAMP) or
similar program.
22
NOTICE: The signature to this
assignment must correspond with the
name of the Registered Holder as it
appears upon the face of the within Bond
in every particular, without alteration or
enlargement or any change whatever and
the Social Security or other identifying
number of such assignee must be
supplied.
16F I I
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF TRANS MIN ACT --
(Cost.)
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
23
16F I "
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this
Article III shall apply to redemption of Bonds.
(B) The Bonds shall be subject to such optional and mandatory sinking fund
redemption provisions as are determined by the Chairman in accordance with Section
2.01 hereof and as set forth in the Official Statement.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The
Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a
shorter time period shall be satisfactory to the Registrar), notify the Registrar of such
redemption date and of the principal amount of Bonds to be redeemed. For purposes of
any redemption of less than all of the Outstanding Bonds of a single maturity, the
particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45
days and not less than 35 days prior to the redemption date by the Registrar from the
Outstanding Bonds of the maturity or maturities designated by the Issuer by such method
as the Registrar shall deem fair and appropriate and which may provide for the selection
for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral
multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the
Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the principal
amount thereof to be redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption,
which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date
and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A)
shall be filed with the Paying Agent of such Bonds, (B) shall be mailed first class,
postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date
to all Holders of Bonds to be redeemed at their addresses as they appear on the
registration books kept by the Registrar as of the date of mailing of such notice, and (C)
shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption
date to the registered securities depositories and two or more nationally recognized
municipal bond information services as hereinafter provided in this Section 3.03. Failure
to mail such notice to such depositories or services or the Holders of the Bonds to be
redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds
as to which no such failure or defect has occurred. Such notice shall also be mailed to the
Insurer, if any, of such redeemed Bonds. Failure of any Holder to receive any notice
24
16F1 '
mailed as herein provided shall not affect the proceedings for redemption of such
Holder's Bonds.
Each notice of redemption shall state: (1) the CUSIP numbers and any other
distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of
such Bonds, (3) the maturity date and rate of interest borne by each Bond being
redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such
notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate
number (and, in the case of a partial redemption of any Bond, the principal amount) of
each Bond to be redeemed, (8) that on such redemption date there shall become due and
payable upon each Bond to be redeemed the Redemption Price thereof, or the
Redemption Price of the specified portions of the principal thereof in the case of Bonds to
be redeemed in part only, together with interest accrued thereon to the redemption date,
and that from and after such date interest thereon shall cease to accrue and be payable, (9)
that the Bonds to be redeemed, whether as a whole or in part, are to be surrendered for
payment of the Redemption Price at the designated office of the Registrar at an address
specified, (10) the name and telephone number of a person designated by the Registrar to
be responsible for such redemption, (11) unless sufficient funds have been set aside by
the Issuer for such purpose prior to the mailing of the notice of redemption, that such
redemption is conditioned upon the deposit of sufficient funds for such purpose on or
prior to the date set for redemption, and (12) any other conditions that must be satisfied
prior to such redemption.
In addition to the mailing of the notice described above, each notice of redemption
and payment of the Redemption Price shall meet the following requirements; provided,
however, the failure to provide such further notice of redemption or to comply with the
terms of this paragraph shall not in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as prescribed above:
(A) Each further notice of redemption shall be sent by certified mail or
overnight delivery service or telecopy to all registered securities depositories then in the
business of holding substantial amounts of obligations of types comprising the Bonds
(such depositories now being The Depository Trust Company, New York, New York,
Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depository Trust
Company, Philadelphia, Pennsylvania) and to two or more national information services
which disseminate notices of prepayment or redemption of obligations such as the Bonds
(such information services now being called Financial Information, Inc.'s "Daily Called
Bond Service," Jersey City, New Jersey, Kenny Information Service's "Called Bond
Service," New York, New York, Moody's "Municipal and Government," New York, New
York and Standard & Poor's "Called Bond Record," New York, New York).
(B) Each further notice of redemption shall be sent to such other Person, if any,
as shall be required by applicable law or regulation.
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The Issuer may provide that a redemption will be contingent upon the occurrence
of certain conditions and that if such conditions do not occur the notice of redemption
will be rescinded, provided notice of rescission shall be mailed in the manner described
above to all affected Bondholders not later than three business days prior to the date of
redemption.
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond
which is to be redeemed only in part shall be surrendered at any place of payment
specified in the notice of redemption (with due endorsement by, or written instrument of
transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
or Bonds, of any authorized denomination, as requested by such Holder in an aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of
the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of
redemption having been given substantially as aforesaid, the Bonds or portions of Bonds
to be redeemed shall, on the redemption date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Issuer shall default in the
payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice,
such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate
Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be
cancelled and destroyed by the Registrar and shall not be reissued.
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26
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ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUER
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The
Bonds shall not be or constitute general obligations or indebtedness of the Issuer as
"bonds" within the meaning of any constitutional or statutory provision, but shall be
special obligations of the Issuer, payable solely from amounts budgeted and appropriated
by the Issuer from Non -Ad Valorem Revenues in accordance with Section 4.02 hereof.
No Holder of any Bond shall ever have the right to compel the exercise of any ad
valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any
moneys of the Issuer except from the Non -Ad Valorem Revenues in the manner and to
the extent provided herein.
SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE;
PAYMENT OF BONDS. The Issuer covenants and agrees to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient
to (A) pay principal of and interest on the Bonds when due, and (B) pay all required
deposits to the Rebate Fund pursuant to Section 4.03 hereof. Such covenant and
agreement on the part of the Issuer to budget and appropriate such amounts of Non -Ad
Valorem Revenues shall be cumulative to the extent not paid, and shall continue until
such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to
make all such required payments shall have been budgeted, appropriated and actually
paid. Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant
to maintain any services or programs, now provided or maintained by the Issuer, which
generate Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge
of such Non -Ad Valorem Revenues, nor does it preclude the Issuer from pledging in the
future its Non -Ad Valorem Revenues, nor does it require the Issuer to levy and collect
any particular Non -Ad Valorem Revenues, nor does it give the Bondholders a prior claim
on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Issuer.
Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the
payment of obligations secured by a pledge of such Non -Ad Valorem Revenues
heretofore or hereafter entered into (including the payment of debt service on bonds and
other debt instruments). However, the covenant to budget and appropriate for the
purposes and in the manner stated herein shall have the effect of making available for the
payment of the Bonds, in the manner described herein, Non -Ad Valorem Revenues and
placing on the Issuer a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all
respects to the restrictions of Section 129.07, Florida Statutes, which generally provide
that the governing body of each county may only make appropriations for each fiscal year
which, in any one year, shall not exceed the amount to be received from taxation or other
27
16F1
revenue sources; and subject, further, to the payment of services and programs which are
for essential public purposes affecting the health, safety and welfare of the inhabitants of
the Issuer or which are legally mandated by applicable law.
The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds,
solely from funds budgeted and appropriated as described in this Section 4.02, at least
one business day prior to the date designated for payment of any principal of or interest
on the Bonds, sufficient moneys to pay such principal or interest. The Registrar and
Paying Agent shall utilize such moneys for payment of the principal and interest on the
Bonds when due.
SECTION 4.03. REBATE FUND. The Issuer covenants and agrees to
establish a special fund to be known as the "Collier County, Florida Special Obligation
Revenue Bonds, Series 2010 Rebate Fund," which shall be held in trust by the Issuer and
used solely to make required rebates to the United States (except to the extent the same
may be used to pay debt service on the Bonds) and the Bondholders shall have no right to
have the same applied for debt service on the Bonds. The Issuer agrees to undertake all
actions required of it in its arbitrage certificate relating to the Bonds, including, but not
limited to:
(A) making a determination in accordance with the Code of the amount
required to be deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into the Rebate
Fund;
(C) paying on the dates and in the manner required by the Code to the United
States Treasury from the Rebate Fund and any other legally available moneys of the
Issuer such amounts as shall be required by the Code to be rebated to the United States
Treasury; and
(D) keeping such records of the determinations made pursuant to this Section
4.03 as shall be required by the Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above - described arbitrage certificates may be amended
without the consent of any Holder or the Insurer, if any, from time to time as shall be
necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code.
SECTION 4.04. ANTI - DILUTION. During such time as any Bonds are
Outstanding hereunder, the Issuer agrees and covenants with the Bondholders and the
Insurer, if any, that (1) Non -Ad Valorem Revenues shall cover projected Maximum
Annual Debt Service on the Bonds and maximum annual debt service on Debt by at least
1.5x; and (2) projected Maximum Annual Debt Service on the Bonds and maximum
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16F 1
annual debt service for all Debt will not exceed 20% of the aggregate of General Fund
Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of (a) ad valorem tax
revenues restricted to payment of debt service on any Debt and (b) any proceeds of the
Bonds or Debt. The calculations required by clauses (1) and (2) above shall be
determined using the average of actual revenues for the prior two Fiscal Years based on
the Issuer's Annual Audits.
For the purposes of the covenants contained in this Section 4.04, maximum annual
debt service on Debt means, with respect to Debt that bears interest at a fixed interest
rate, the actual maximum annual debt service, and, with respect to Debt which bears
interest at a variable interest rate, maximum annual debt service on such Debt shall be
determined assuming that interest accrues on such Debt at the current "Bond Buyer
Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to
any such calculation; provided, however, if any Debt, whether bearing interest at a fixed
or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately
following sentence, maximum annual debt service on such Debt shall be determined
assuming such Debt is amortized over 20 years on an approximately level debt service
basis. For purposes of the foregoing sentence, 'Balloon Indebtedness" means Debt, 25%
or more of the original principal of which matures during any one Fiscal Year. In
addition, with respect to debt service on any Debt which is subject to a Qualified Hedge
Agreement, interest on such Debt during the term of such Qualified Hedge Agreement
shall be deemed to be the Hedge Payments coming due during such period of time.
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UJI
16F1
ARTICLE V
COVENANTS
SECTION 5.01. GENERAL. The Issuer hereby makes the following
covenants, in addition to all other covenants in this Resolution, with each and every
successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding.
SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and
adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with
applicable law.
If for any reason the Issuer shall not have adopted the Annual Budget before the
first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in
effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted.
The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds
upon written request. The Issuer shall be permitted to make a reasonable charge for
furnishing such information to such Holder or Holders.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the
close of each Fiscal Year, cause the books, records and accounts relating to the Issuer to
be properly audited by a recognized independent firm of certified public accountants, and
shall require such accountants to complete their report of such Annual Audit in
accordance with applicable law. Each Annual Audit shall be in conformity with
generally accepted accounting principles as applied to governmental entities.
The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon
written request. The Issuer shall be permitted to make a reasonable charge for furnishing
such information to such Holder or Holders.
SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The
Issuer covenants with the Holders of the Bonds that it shall not use the proceeds of the
Bonds in any manner which would cause the interest on such Bonds to be or become
included in gross income for purposes of federal income taxation.
The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any
Person under its control or direction will make any use of the proceeds of the Bonds (or
amounts deemed to be proceeds under the Code) in any manner which would cause the
Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor
any other Person shall do any act or fail to do any act which would cause the interest on
the Bonds to become subject to inclusion within gross income for purposes of federal
income taxation.
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The Issuer hereby covenants with the Holders of the Bonds that it will comply
with all provisions of the Code necessary to maintain the exclusion from gross income of
interest on the Bonds for purposes of federal income taxation, including, in particular, the
payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code.
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31
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default ":
(A) Default shall be made in the payment of the principal of, Amortization
Installment, Redemption Price, if applicable, or interest on any Bond when due. In
determining whether a payment default has occurred, no effect shall be given to payment
made under the Bond Insurance Policy, if any.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by
the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any
act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer
for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by
the Issuer into an agreement of composition with its creditors, or the approval by a court
of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its
reorganization instituted under the provisions of the Federal Bankruptcy Act, as
amended, or under any similar act in any jurisdiction which may now be in effect or
hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of
the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for a
period of 30 days after written notice of such default shall have been received from the
Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding.
Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder
if such default can be cured within a reasonable period of time and if the Issuer in good
faith institutes appropriate curative action and diligently pursues such action until default
has been corrected; provided, however, no such curative action shall exceed 60 days
without the prior written consent of the Insurer, if any.
SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for such Bondholders may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the Laws of the State,
or granted and contained in this Resolution, and may enforce and compel the
performance of all duties required by this Resolution or by any applicable statutes to be
performed by the Issuer or by any officer thereof; provided, however, that no Holder,
trustee or receiver shall have the right to declare the Bonds immediately due and payable.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint
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16F1
a trustee for Holders of Bonds issued pursuant to this Resolution with authority to
represent such Bondholders in any legal proceedings for the enforcement and protection
of the rights of such Bondholders and such certificate shall be executed by such
Bondholders or their duly authorized attorneys or representatives, and shall be filed in the
office of the Clerk. Notice of such appointment, together with evidence of the requisite
signatures of the Holders of not less than 25% in aggregate principal amount of Bonds
Outstanding and the trust instrument under which the trustee shall have agreed to serve
shall be filed with the Issuer and the trustee and notice of such appointment shall be given
to all Holders of Bonds in the same manner as notices of redemption are given hereunder.
After the appointment of the first trustee hereunder, no further trustees may be appointed;
however, the Holders of a majority in aggregate principal amount of all the Bonds then
Outstanding may remove the trustee initially appointed and appoint a successor and
subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding (or the Insurer, if any, insuring any then Outstanding Bonds so long as such
Insurer, if any, is not in payment default under its Bond Insurance Policy) have the right,
by an instrument or concurrent instruments in writing executed and delivered to the
trustee, to direct the method and place of conducting all remedial proceedings to be taken
by the trustee hereunder with respect to the Bonds owned by such Holders or insured by
the Insurer, if any, provided that such direction shall not be otherwise than in accordance
with law or the provisions hereof, and that the trustee shall have the right to decline to
follow any direction which in the opinion of the trustee would be unjustly prejudicial to
Holders of Bonds not parties to such direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred
upon or reserved to the Bondholders is intended to be exclusive of any other remedy or
remedies, and each and every such remedy shall be cumulative, and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default, or an
acquiescence therein; and every power and remedy given by Section 6.02 to the
Bondholders may be exercised from time to time, and as often as may be deemed
expedient.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an
Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or
receiver appointed for the purpose shall apply all moneys received from the Issuer for
payment of the Outstanding Bonds as follows and in the following order:
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A. To the payment of the reasonable and proper charges, expenses and
liabilities of the trustee or receiver and Registrar hereunder;
B. To the payment of the interest and principal or Redemption Price, if
applicable, then due on the Bonds, as follows:
(1) Unless the principal of all the Bonds shall have become due and
payable, all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all
installments of interest then due (other than interest on Bonds for the
payment of which moneys are held pursuant to the provisions of
Section 8.01 of this Resolution), in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to
pay in full any particular installment, then to the payment ratably,
according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due at
maturity or upon mandatory redemption prior to maturity (other than
Bonds called for redemption for the payment of which moneys are
held pursuant to the provisions of Section 8.01 of this Resolution), in
the order of their due dates, with interest upon such Bonds from the
respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any
particular date, together with such interest, then to the payment first
of such interest, ratably according to the amount of such interest due
on such date, and then to the payment of such principal, ratably
according to the amount of such principal due on such date, to the
Persons entitled thereto without any discrimination or preference;
and
THIRD: to the payment of the Redemption Price of any Bonds
called for optional redemption pursuant to the provisions of this
Resolution (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of Section 8.01
of this Resolution).
(2) If the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied to the payment of the principal and interest then
due and unpaid upon the Bonds, with interest thereon as aforesaid, without
preference or priority of principal over interest or of interest over principal, or of
34
16F 1°
any installment of interest over any other installment of interest, or of any Bond
over any other Bond, ratably, according to the amounts due respectively for
principal and interest, to the Persons entitled thereto without any discrimination or
preference.
C. To the payment of all amounts owed to the Insurer not covered by A or B
above.
SECTION 6.07. CONTROL BY INSURER. If the Bonds are insured by the
Bond Insurance Policy, to the extent the Insurer, if any, makes any payment of principal
of or interest on Bonds in accordance with the Bond Insurance Policy, such Insurer, if
any, shall become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Policy. Upon the occurrence and
continuance of an Event of Default, the Insurer, if any„ if it shall not be in payment
default under the Bond Insurance Policy, shall be deemed to be the sole owner of such
Bonds for purposes of (A) directing and controlling the enforcement of all rights and
remedies with respect to the Bonds, including any waiver of an Event of Default and
removal of any trustee, and (B) exercising any voting right or privilege or giving any
consent or direction or taking any other action that the Holders of such Bonds are entitled
to take pursuant to this Article VI hereof. No provision expressly recognizing or granting
rights in or to the Insurer, if any, shall be modified without the consent of the Insurer, if
any,. Such Insurer's rights under this Section 6.07 shall be suspended during any period
in which the Insurer, if any, is in default in its payment obligations under the Bond
Insurance Policy (except to the extent of amounts previously paid by the Insurer, if any,
and due and owing to it) and shall be of no force or effect if the Bond Insurance Policy is
no longer in effect or if the Insurer, if any, asserts that the Bond Insurance Policy is not in
effect or if the Insurer, if any, waives such rights in writing. The rights granted to the
Insurer, if any, under this Section 6.07 are granted in consideration of the Insurer, if any,
issuing the Bond Insurance Policy. The Issuer shall provide the Insurer, if any,
immediate notice of any Event of Default described in Section 6.01(A) hereof and notice
of any other Event of Default occurring hereunder within 30 days of the occurrence
thereof. The Insurer, if any, hereunder shall be considered a third -party beneficiary to the
Resolution with respect to the Bonds.
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35
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may
adopt such Supplemental Resolutions without the consent of the Bondholders (which
Supplemental Resolution shall thereafter form a part hereof) for any of the following
purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any
inconsistent provisions in this Resolution or to clarify any matters or questions arising
hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution other conditions, limitations and
restrictions thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution
other covenants and agreements thereafter to be observed by the Issuer or to surrender
any right or power herein reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred to in Section 2.01
hereof and also any other matters and things relative to such Bonds which are not
contrary to or inconsistent with this Resolution as theretofore in effect, or to amend,
modify or rescind any such authorization, specification or determination at any time prior
to the first delivery of the Bonds.
(F) To make any other change that, in the reasonable opinion of the Issuer,
would not materially adversely affect the interests of the Holders of the Bonds. In
making such determination, the Issuer shall not take into consideration the Bond
Insurance Policy, if any.
SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH
BONDHOLDERS' AND INSURER'S CONSENT. Subject to the terms and provisions
contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders
of not less than a majority in aggregate principal amount of the Bonds then Outstanding
shall have the right, from time to time, anything contained in this Resolution to the
contrary notwithstanding, to consent to and approve the adoption of such Supplemental
Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose
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of supplementing, modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Resolution; provided,
however, that if such modification or amendment will, by its terms, not take effect so
long as any Bonds of any specified maturity remain Outstanding, the consent of the
Holders of such Bonds shall not be required and such Bonds shall not be deemed to be
Outstanding for the purpose of any calculation of Outstanding Bonds under this Section
7.02. Any Supplemental Resolution which is adopted in accordance with the provisions
of this Section 7.02 shall also require the written consent of the Insurer, if any, of Bonds
which are Outstanding at the time such Supplemental Resolution shall take effect. No
Supplemental Resolution may be approved or adopted which shall permit or require,
without the consent of all affected Bondholders, (A) an extension of the maturity of the
principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in
the principal amount of any Bond or the Redemption Price or the rate of interest thereon,
(C) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (D) a
reduction in the aggregate principal amount of the Bonds required for consent to such
Supplemental Resolution. Nothing herein contained, however, shall be construed as
making necessary the approval by Bondholders or the Insurer, if any, of the adoption of
any Supplemental Resolution as authorized in Section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt
any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the
Registrar to give notice of the proposed adoption of such Supplemental Resolution and
the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at
their addresses as they appear on the registration books. Such notice shall briefly set
forth the nature of the proposed Supplemental Resolution and shall state that copies
thereof are on file at the offices of the Clerk and the Registrar for inspection by all
Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder
by reason of its failure to cause the notice required by this Section 7.02 to be mailed and
any such failure shall not affect the validity of such Supplemental Resolution when
consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall
refer to the proposed Supplemental Resolution described in such notice and shall
specifically consent to and approve the adoption thereof in substantially the form of the
copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may
adopt such Supplemental Resolution in substantially such form, without liability or
responsibility to any Holder of any Bond, whether or not such Holder shall have
consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the
Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall
37
have consented to and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such Supplemental Resolution,
or to object to any of the terms and provisions contained therein or the operation thereof,
or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain
the Issuer from adopting the same or from taking any action pursuant to the provisions
thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of
this Section 7.02, this Resolution shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under this
Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be
determined, exercised and enforced in all respects under the provisions of this Resolution
as so modified and amended.
SECTION 7.03. AMENDMENT WITH CONSENT OF INSURER ONLY.
For purposes of amending this Resolution pursuant to Section 7.02 hereof, the Insurer, if
any, of Bonds shall be considered the Holder of such Bonds which it has insured. The
consent of the hIolders of such Bonds shall not be required if the Insurer, if any, of such
Bonds shall consent to the amendment as provided by this Section 7.03. Prior to
adoption of any amendment made pursuant to this Section 7.03, notice of such
amendment shall be delivered to the Rating Agencies then rating the Bonds. Upon filing
with the Clerk of evidence of such consent the Insurer, if any, as aforesaid, the Issuer
may adopt such Supplemental Resolution. After the adoption by the Issuer of such
Supplemental Resolution, notice thereof shall be mailed in the same manner as notices of
an amendment under Section 7.02 hereof.
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ARTICLE VIII
DEFEASANCE
SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid
or there shall otherwise be paid to the Holders of any Bonds, the principal and interest or
Redemption Price due or to become due thereon, at the times and in the manner stipulated
therein and in this Resolution, all covenants, agreements and other obligations of the
Issuer to the holders of such Bonds shall thereupon cease, terminate and become void and
be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to
the Issuer all money or securities held by them pursuant to this Resolution which are not
required for payment or redemption of any Bonds not theretofore surrendered for such
payment or redemption.
Any Bonds or interest installments appertaining thereto shall be deemed to have
been paid within the meaning of this Section 8.01 if (i) in case any such Bonds are to be
redeemed prior to the maturity thereof, there shall have been taken all action necessary to
call such Bonds for redemption and notice of such redemption shall have been duly given
or provision shall have been made for the giving of such notice, and (ii) there shall have
been deposited in irrevocable trust with a banking institution or trust company by or on
behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding
Securities verified by an independent certified public accountant to be in such amount
that the principal of and the interest on which, when due, will provide moneys which,
together with the moneys, if any, deposited with such banking institution or trust
company at the same time shall be sufficient, to pay the principal of, Redemption Price, if
applicable and interest due and to become due on said Bonds on and prior to the
redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Refunding Securities nor any moneys so deposited with such
banking institution or trust company nor any moneys received by such bank or trust
company on account of principal of or interest on said Refunding Securities shall be
withdrawn or used for any purpose other than, and all such moneys shall be held in trust
for and be applied to, the payment, when due, of the principal of or Redemption Price of
the Bonds for the payment of which they were deposited and the interest accruing thereon
to the date of redemption or maturity, as the case may be; provided, however, the Issuer
may substitute new Refunding Securities and moneys for the deposited Refunding
Securities and moneys if the new Refunding Securities and moneys are sufficient to pay
the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds.
If Bonds are not to be redeemed or paid within 60 days after any such defeasance
described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 8.01 of moneys or
Refunding Securities has been made and said Bonds are deemed to be paid in accordance
with the provisions of this Section 8.01 and stating such maturity date upon which
moneys are to be available for the payment of the principal of and interest on or
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redemption price of said Bonds. Failure to provide said notice shall not affect the Bonds
being deemed to have been paid in accordance with the provisions of this Section 8.01.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding
Bonds for redemption prior to maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the Issuer in determining whether to exercise
any such option for early redemption.
Notwithstanding anything herein to the contrary, in the event that the principal of
or interest due on the Bonds shall be paid by the Insurer, if any, such Bonds shall remain
Outstanding, shall not be defeased or otherwise satisfied and shall not be considered paid
by the Issuer, and all covenants, agreements and other obligations of the Issuer to the
Bondholders shall continue to exist and the Insurer, if any, shall be subrogated to the
rights of such Bondholders.
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ARTICLE IX
PROVISIONS RELATING TO THE BOND INSURANCE
POLICY AND INSURER FOR THE BONDS
SECTION 9.01. MUNICIPAL BOND INSURANCE. Subject in all respects
to the satisfaction of the conditions set forth in Section 2.01 hereof, if the Chairman
determines in accordance with Section 2.01 hereof that any portion of the Bonds will be
insured by the Bond Insurance Policy, the Issuer hereby authorizes the payment of the
principal of and interest on the Bonds to be insured pursuant to the Bond Insurance
Policy issued by Assured Guaranty. Any Authorized Officer is hereby authorized to
execute such documents and instruments necessary to cause Assured Guaranty to insure
any portion of the Bonds.
SECTION 9.02. PROVISIONS RELATING TO BOND INSURANCE
POLICY. If the Chairman determines in accordance with Section 2.01 hereof that any
portion of the Bonds will be insured by the Bond Insurance Policy payment for the
premium for such insurance is hereby authorized from proceeds of the Bonds the
provisions of this Article IX shall apply with respect to the Bonds. If the Chairman
determines pursuant to Section 2.01 hereof that all of the Bonds are to be issued
uninsured and the Bond Insurance Policy is not issued in connection with the Bonds, the
provisions of this Article IX will be deemed null and void and will be of no force or
effect.
Subject in all respects to the satisfaction of the conditions set forth in Section 2.01
hereof, so long as the Bond Insurance Policy issued by Assured Guaranty is in full force
and effect and Assured Guaranty has not defaulted in its payment obligations under the
Bond Insurance Policy, the Issuer agrees to comply with the following provisions:
(A) If, on the third business day prior to the related scheduled interest payment
date or principal payment date ( "Payment Date ") there is not on deposit with the Issuer,
after making all transfers and deposits required under the Resolution, moneys sufficient
to pay the principal of and interest on the Bonds due on such Payment Date, the Issuer
shall give notice to Assured Guaranty and to its designated agent (if any) (the "Insurer's
Fiscal Agent ") by telephone or telecopy of the amount of such deficiency by 12:00 noon,
New York City time, on such business day. If, on the second business day prior to the
related Payment Date, there continues to be a deficiency in the amount available to pay
the principal of and interest on the Bonds due on such Payment Date, the Issuer shall
notify the Paying Agent and cause the Paying Agent to make a claim under the Bond
Insurance Policy and give notice to Assured Guaranty and the Insurer's Fiscal Agent (if
any) by telephone of the amount of such deficiency, and the allocation of such deficiency
between the amount required to pay interest on the Bonds and the amount required to pay
principal of the Bonds, confirmed in writing to Assured Guaranty and the Insurer's Fiscal
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Agent by 12:00 noon, New York City time, on such second business day by filling in the
form of Notice of Claim and Certificate delivered with the Bond Insurance Policy.
(B) The Paying Agent shall designate any portion of payment of principal on
Bonds paid by Assured Guaranty, whether by virtue of mandatory sinking fund
redemption, maturity or other advancement of maturity, on its books as a reduction in the
principal amount of Bonds registered to the then current Bondholder, whether DTC or its
nominee or otherwise, and shall issue a replacement Bond to Assured Guaranty,
registered in the name of Assured Guaranty Corp., in a principal amount equal to the
amount of principal so paid (without regard to authorized denominations); provided that
the Paying Agent's failure to so designate any payment or issue any replacement Bond
shall have no effect on the amount of principal or interest payable by the Issuer on any
Bond or the subrogation rights of Assured Guaranty.
(C) The Paying Agent shall keep a complete and accurate record of all funds
deposited by Assured Guaranty into the hereinafter defined Policy Payments Account and
the allocation of such funds to payment of interest on and principal of any Bond.
Assured Guaranty shall have the right to inspect such records at reasonable times upon
reasonable notice to the Paying Agent.
(D) Upon payment of a claim under the Bond Insurance Policy, the Paying
Agent shall establish a separate special purpose trust account for the benefit of the
Bondholders referred to herein as the "Policy Payments Account" and over which the
Paying Agent shall have exclusive control and sole right of withdrawal. The Paying
Agent shall receive any amount paid under the Bond Insurance Policy in trust on behalf
of the Bondholders and shall deposit any such amount in the Policy Payments Account
and distribute such amount only for purposes of making the payments for which a claim
was made. Such amounts shall be disbursed by the Paying Agent to Bondholders in the
same manner as principal and interest payments are to be made with respect to the Bonds
under the provisions hereof regarding payment of Bonds. It shall not be necessary for
such payments to be made by checks or wire transfers separate from the check or wire
transfer used to pay debt service with other funds available to make such payments.
Notwithstanding anything to the contrary otherwise set forth herein, and to the extent
permitted by law, in the event amounts paid under the Bond Insurance Policy are applied
to claims for payment of principal of or interest on the Bonds, the Issuer agrees to pay
Assured Guaranty (i) a sum equal to the total of all amounts paid by Assured Guaranty
under the Bond Insurance Policy (the "Insurer Advances "); and (ii) interest on such
Insurer Advances from the date paid by Assured Guaranty until payment thereof in full,
payable to Assured Guaranty at the Late Payment Rate per annum (collectively, the
"Insurer Reimbursement Amounts "). "Late Payment Rate" means the lesser of (a) the
greater of (I) the per annum rate of interest, publicly announced from time to time by
JPMorgan Chase Bank at its principal office in The City of New York, as its prime or
base lending rate (any change in such rate of interest to be effective on the date such
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change is announced by JPMorgan Chase Bank) plus 3 %, and (II) the then applicable
highest rate of interest on the Bonds and (b) the maximum rate permissible under
applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be
computed on the basis of the actual number of days elapsed over a year of 360 days. The
Issuer hereby covenants and agrees that the Insurer Reimbursement Amounts are payable
from the Non Ad Valorem Revenues to the same extent and on the same basis as the
Bonds.
(E) Funds held in the Policy Payments Account shall not be invested by the
Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the
Paying Agent. Any funds remaining in the Policy Payments Account following a Bond
Payment Date shall promptly be remitted to Assured Guaranty.
(F) No modification, amendment or supplement to the Resolution pursuant to
Section 7.01(F) hereof or Article VII hereof which requires the consent of any
Bondholders or would otherwise impair the interests of Assured Guaranty may become
effective except upon obtaining the prior written consent of Assured Guaranty.
(G) Assured Guaranty shall, to the extent it makes any payment of principal of
or interest on the Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond Insurance Policy. The obligations to
Assured Guaranty shall survive discharge or termination of the Resolution
(H) The Issuer shall pay or reimburse Assured Guaranty, to the extent permitted
by law, any and all charges, fees, costs and expenses which Assured Guaranty may
reasonably pay or incur in connection with (i) the administration, enforcement, defense or
preservation of any rights or security in the Resolution; (ii) the pursuit of any remedies
under the Resolution or any other related document or otherwise afforded by law or
equity, (iii) any amendment, waiver or other action with respect to, or related to, the
Resolution or any other related document whether or not executed or completed, or (iv)
any litigation or other dispute in connection with the Resolution or any other related
document or the transactions contemplated thereby, other than amounts resulting from the
failure of Assured Guaranty to honor its obligations under the Bond Insurance Policy.
Assured Guaranty reserves the right to charge a reasonable fee as a condition to executing
any amendment, waiver or consent proposed in respect of the Resolution or any other
related document.
(I) Assured Guaranty shall be entitled to pay principal or interest on the Bonds
that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
Issuer (as such terms are defined in the Bond Insurance Policy), whether or not Assured
Guaranty has received a Notice of Nonpayment (as such terms are defined in the Bond
Insurance Policy) or a claim upon the Bond Insurance Policy.
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(J) The notice address of Assured Guaranty is: Assured Guaranty Municipal
Corp., 31 West 52 "d Street, New York, New York 10019, Attention: Risk Management
Department -- Public Finance - Surveillance; Re: Policy No. , Telephone:
(212) 974 -0100, Telecopier: (212) 581 -3268, e -mail:
riskmanagementdept @assuredguaranty.com. In each case in which notice or other
communication refers to an Event of Default, then a copy of such notice or other
communication shall also be sent to the attention of General Counsel at the same address
and at generalcounsel @assuredguaranty.com or at the following Facsimile Number (212)
445 -8705 and shall be marked to indicate "URGENT MATERIAL F,NCLOSED."
(K) Assured Guaranty shall be provided with the following information at no
charge:
(i) Annual audited financial statements within 30 days after the
completion of the Issuer's annual audit (and in any event within 180 days of the
end of the Issuer's Fiscal Year) and the Issuer's annual budget and revised budget
within 30 days after the approvall thereof together with such other information,
data or reports as Assured Guaranty shall reasonably request from time to time;
(ii) Notice of any default known to the Paying Agent or the Issuer within
five business days after knowledge thereof,
(iii) Prior notice of the advance refunding or redemption of any of the
Bonds, including the principal amount, maturities and CUSIP numbers thereof,
(iv) Notice of the resignation or removal of the Paying Agent or
Registrar and the appointment of, and acceptance of duties by, any successor
thereto;
(v) Notice of the commencement of any proceeding by or against the
Issuer commenced under the United States Bankruptcy Code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding ");
(vi) Notice of the making of any claim in connection with any
Insolvency Proceeding seeking the avoidance as a preferential transfer of any
payment of principal of, or interest on, the Bonds;
(vii) A full original transcript of all proceedings relating to any
amendment, supplement, or waiver to the Resolution or any related documents;
and
(viii) All reports, notices and correspondence to be delivered under the
terms of the Resolution or any related documents; and
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(ix) Such additional information as Assured Guaranty may reasonably
require.
(L) Assured Guaranty is considered a third party beneficiary under the
Resolution.
(M) The rights granted to Assured Guaranty under the Resolution or any related
document to request, consent to or direct any action are rights granted to the Insurer in
consideration of its issuance of the Bond Insurance Policy. Any exercise by Assured
Guaranty of such rights is merely an exercise of Assured Guaranty's contractual rights
and shall not be construed or deemed to be taken for the benefit or on behalf of the
Bondholders nor does such action evidence any position of Assured Guaranty, positive or
negative, as to whether the Bondholder consent is required in addition to consent of
Assured Guaranty.
(N) Amounts paid by Assured Guaranty under the Bond Insurance Policy shall
not be deemed paid for purposes of the Resolution and shall remain Outstanding and
continue to be due and owing until paid by the Issuer in accordance with the Resolution.
The Resolution shall not be discharged unless all amounts due or to become due to
Assured Guaranty have been paid in full or duly provided for.
(0) Assured Guaranty shall be deemed to be the sole holder of the Bonds
insured by it for the purpose of exercising any voting right or privilege or giving any
consent or direction or taking of any other action that the holders of the Bonds insured by
it are entitled to take pursuant to Article VI of the Resolution and the provisions of the
Resolution pertaining to the duties and obligations of the Paying Agent or trustee, if any.
(P) No contract shall be entered into by the Issuer nor any action taken by the
Issuer by which the rights of Assured Guaranty or security for or sources of payment of
the Bonds may be impaired or prejudiced in any material respect except upon obtaining
the prior written consent of Assured Guaranty.
(Q) Notwithstanding the provisions of Section 8.01 of the Resolution, to
accomplish the defeasance of the Bonds, the Issuer shall cause to be delivered (i) a report
of an independent firm of nationally recognized certified public accountants or such other
accountant as shall be acceptable to Assured Guaranty ( "Accountant ") verifying the
sufficiency of the escrow established to pay the Bonds in full on the maturity or
redemption date ( "Verification "), (ii) an Escrow Deposit Agreement (which shall be
acceptable in form and substance to Assured Guaranty), and (iii) an opinion of nationally
recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under
the Resolution, each Verification and defeasance opinion shall be acceptable in form and
substance, and addressed, to the Issuer, the Paying Agent and Assured Guaranty.
Assured Guaranty shall be provided with final drafts of the above - referenced
documentation not less than five business days prior to the funding of the escrow. Bonds
16F1
shall be deemed "Outstanding" under the Resolution unless and until they are in fact paid
and retired or the above criteria and the other criteria set forth in Section 8.01 are met.
(R) Notwithstanding satisfaction of other conditions to the issuance of
Additional Bonds contained in the Resolution, no such issuance may occur if any Event
of Default (or any event which, once all notice or grace periods have passed, would
constitute an Event of Default) has occurred and be continuing unless such default shall
be cured upon such issuance.
(S) In determining whether any amendment, consent or other action to be
taken, or any failure to act, under the Resolution would adversely affect the security for
the Bonds or the rights of the Bondholders, the Paying Agent and the Issuer shall
consider the effect of any such amendment, consent, action or inaction as if there were no
Bond Insurance Policy.
(T) Notwithstanding any provisions of the Resolution to the contrary, no
interest rate exchange agreement relating to the Bonds shall be entered into by the Issuer
without the prior written consent of Assured Guaranty.
(U) Notwithstanding any other provision herein, if Bonds are purchased in lieu
of redemption the prior written approval of the Insurer shall be required if any Bond so
purchased is not to be cancelled upon purchase.
(V) The Issuer will permit Assured Guaranty to discuss the affairs, finances
and accounts of the Issuer or any information the Insurer may reasonably request
regarding the security for the Bonds with appropriate officers of the Issuer and will use
commercially reasonable efforts to enable Assured Guaranty to have access to the
facilities, books and records of the Issuer on any business day upon reasonable prior notice.
(W) The Issuer shall notify Assured Guaranty of any failure of the Issuer to
provide notices, certificates and other information under the transaction documents.
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ARTICLE X
PROVISIONS RELATING TO BONDS
SECTION 10.01. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are
hereby authorized and approved. The Chairman is hereby authorized to make such
changes, insertions and modifications as he or she shall deem necessary prior to the
advertisement of such Official Notice of Sale or a summary thereof. The Chairman is
hereby authorized to advertise and publish the Official Notice of Sale or a summary
thereof at such time as he or she shall deem necessary and appropriate, upon the advice of
the Financial Advisor and Bond Counsel, to accomplish the competitive sale of the Bonds
in accordance with applicable law.
SECTION 10.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL
STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the
Preliminary Official Statement in substantially the form attached hereto as Exhibit C in
connection with the offering of the Bonds for sale. If between the date hereof and the
mailing of the Preliminary Official Statement, it is necessary to make insertions,
modifications or changes in the Preliminary Official Statement, any Authorized Officer is
hereby authorized to approve such insertions, changes and modifications. Any
Authorized Issuer Officer is hereby authorized to deem the Preliminary Official
Statement "final' within the meaning of Rule ]5c2- 12(b)(1) under the Securities
Exchange Act of 1934 in the form as mailed. Execution of a certificate by an Authorized
Issuer Officer deeming the Preliminary Official Statement "final' as described above
shall be conclusive evidence of the approval of any insertions, changes or modifications.
(B) Subject in all respects to the satisfaction of the conditions set forth in
Section 2.01 hereof, the Chairman is hereby authorized and directed to execute and
deliver a final Official Statement, dated the date of the sale of the Bonds, which shall be
in substantially the form of the Preliminary Official Statement relating to the Bonds, in
the name and on behalf of the Issuer, and thereupon to cause such Official Statement to
be delivered to the Underwriter with such changes, amendments, modifications,
omissions and additions as may be approved by the Chairman. Said Official Statement,
including any such changes, amendments, modifications, omissions and additions as
approved by the Chairman, and the information contained therein are hereby authorized
to be used in connection with the sale of the Bonds to the public. Execution by the
Chairman of the Official Statement shall be deemed to be conclusive evidence of
approval of such changes.
SECTION 10.03. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in
Section 2.01 hereof, Regions Bank, Orlando, Florida is hereby designated Registrar and
Paying Agent for the Bonds. Any Authorized Officer is hereby authorized to enter into
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any agreement which may be necessary to effect the transactions contemplated by this
Section 10.02 and by this Resolution.
SECTION 10.04. SECONDARY MARKET DISCLOSURE. Subject to the
satisfaction in all respects with the conditions set forth in Section 2.01 hereof, the Issuer
hereby covenants and agrees that, in order to provide for compliance by the Issuer with
the secondary market disclosure requirements of Rule 15c2 -12 of the Security and
Exchange Commission (the "Rule "), it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate (the "Disclosure Certificate ") to be
executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended
from time to time in accordance with the terms thereof. The Disclosure Certificate shall
be substantially in the form attached hereto as Exhibit B with such changes, amendments,
modifications, omissions and additions as shall be approved by the Chairman who is
hereby authorized to execute and deliver such Disclosure Certificate. Notwithstanding
any other provision of the Resolution, failure of the Issuer to comply with such
Disclosure Certificate shall not be considered an event of default hereunder; provided,
however, any Bondholder may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Issuer to
comply with its obligations under this Section 10.04 and the Disclosure Certificate. For
purposes of this Section 10.04 'Bondholder" shall mean any person who (A) has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries), or (B) is treated as the owner of any Bonds for
federal income tax purposes.
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ARTICLE XI
MISCELLANEOUS
SECTION 11.01. SALE OF BONDS. The Bonds shall be issued and sold at
public or private sale at one time or in installments from time to time and at such price or
prices as shall be consistent with the provisions of the Act, the requirements of this
Resolution and other applicable provisions of law.
SECTION 11.02. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions of this Resolution shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements and provisions of
this Resolution and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or of the Bonds issued hereunder.
SECTION 11.03. VALIDATION AUTHORIZED. To the extent deemed
necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel is
authorized to institute appropriate proceedings for validation of the Bonds herein
authorized pursuant to Chapter 75, Florida Statutes.
SECTION 11.04. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
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..
SECTION 11.05. EFFECTIVE DATE
effective immediately upon its adoption.
DULY ADOPTED this 22nd day of June, 2010.
(SEAL)
ATTE$,T:.,,,
.. .... ,
16F1
This Resolution shall become
COLLIER COUNTY, FLORIDA
W. C"4' -
Chairman, Board of County Commissioners
50
Item o
ngenI8 -ti`s
Date
DO j f2ZI'o
Pa A 1Jf —z :�'
16F I
EXHIBIT A
Form of Official Notice of Sale
16F1
EXHIBIT B
Form of Continuing Disclosure Certificate
16F1
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the 'Disclosure Certificate ") is executed and delivered by
Collier County, Florida (the "Issuer ") in connection with the issuance of its $ Special Obligation
Revenue Bonds, Series 2010 (the 'Bonds "). The Bonds are being issued pursuant to the Resolution No.
2010 -_ adopted by the Board of County Commissioners of the Issuer on 2010, as amended
and supplemented from time to time (the "Resolution").
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the
Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure
requirements of Securities and Exchange Commission Rule 15c2 -12.
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section,
the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes.
'Dissemination Agent' shall mean the Issuer, or any successor Dissemination Agent designated
in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.
[ "Insurer" shall mean
and any successor thereto.]
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"Participating Underwriters" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each entity authorized and approved by the Securities and Exchange
Commission from time to time to act as a repository for purposes of complying with the Rule. The
Repositories approved by the Securities and Exchange Commission may be found by visiting the
Securities and Exchange Commission's website at htto: / /www.sec.g(iv/infozillunicil2al/iiimsir.htm. As of
the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose
is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions
through its Electronic Municipal Market Access ( "EMMA ") web portal at "http:/ /emma msrb org."
"Rule" shall mean the continuing disclosure requirements of Rule 15c2 -12 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
125694/001/00436264.DOCv21 F -1
16F1
"State" shall mean the State of Florida.
SECTION 3. PROVISION OF ANNUAL REPORTS.
(a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each
April 30th, commencing April 30, 2011 with respect to the report for the 2010 fiscal year, provide to any
Repository [and the Insurer], in the electronic format as required and deemed acceptable by such
Repository, [and the Insurer] an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross - reference other information as provided in Section 4 of
this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted
separately from the balance of the Annual Report and later than the date required above for the filing of
the Annual Report if they are not available by that date provided, further, in such event unaudited
financial statements are required to be delivered as part of the Annual Report in accordance with Section
4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for
a Listed Event under Section 5(c).
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above,
the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the
Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer
shall send a notice to any Repository [and the Insurer], in the electronic format as required and deemed
acceptable by any such Repository in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name
and address of any Repository [and the Insurer]; and
(ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer
certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,
stating the date it was provided and listing any Repository [and the Insurer] to which it was
provided.
SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or
include by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement dated . 2010 (the "Official
Statement "), and the audited financial statements shall be filed in the same manner as the Annual Report
when they become available; and
(b) updates to the following historical financial information and operating data in tabular
form in the Official Statement in the tables entitled "COLLIER COUNTY, FLORIDA HISTORICAL NON-
1256941001/00436264.DOCv21 F_2
16F1
AD VALOREM REVENUES IN GENERAL FUND AND MSTD GENERAL FUND " "COLLIER COUNTY,
FLORIDA OTHER OBLIGATIONS PAYABLE FROM NON -AD VALOREM REVENUES" and "COLLIER
COUNTY, FLORIDA GENERAL FUND AND MSTD GENERAL FUND REVENUES AND
EXPENDITURES."
The information provided under Section 4(b) may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public entities, which are
available to the public on the Repository's Internet Website or filed with the Securities and Exchange
Commission. The Issuer shall clearly identify each such other document so included by reference.
SECTION 5. REPORTING OF SIGNIFICANT EVENTS.
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
1. principal and interest payment delinquencies;
2. non - payment related defaults;
3.
unscheduled draws on the debt service reserves reflecting financial difficulties;
4.
unscheduled draws on credit enhancements reflecting financial difficulties;
5.
substitution of credit or liquidity providers, or their failure to perform,
6.
adverse tax opinions or events affecting the tax - exempt status of the Bonds;
7.
modifications to rights of the holders of the Bonds;
8.
Bond calls (other than scheduled mandatory redemption);
9.
defeasances;
10.
release, substitution, or sale of property securing repayment of the Bonds,
11.
ratings changes; and
12.
notice of any failure on the part of the Issuer to meet the requirements of Section
3 hereof.
(b)
Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the
Issuer shall promptly
determine if such event would be material under applicable federal securities laws;
provided, however, that any event under clauses 1, 3, 4, 5, 6 and 11 above shall always be deemed to be
material.
(c)
If the Issuer determines that knowledge of the occurrence of a Listed Event
would be material under
applicable federal securities laws, the Issuer shall promptly file a notice of such
125694/001/00496264.DOCv21 F -3
16F1
occurrence with (i) any Repository, in the electronic format as required and deemed acceptable by any
such Repository[, and (ii) the Insurer].
SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings
submitted in pursuant to this Disclosure Certificate to any Repository must be accompanied by
identifying information as prescribed by the Repository. Such information may include, but not be
limited to:
(a) the category of information being provided;
(b) the period covered by any annual financial information, financial statement or
other financial information or operation data;
(c) the issues or specific securities to which such documents are related (including
CUSIPs, issuer name, state, issue description/securities name, dated date,
maturity date, and /or coupon rate);
(d) the name of any obligated person other than the Issuer,
(e) the name and date of the document being submitted; and
(f) contact information for the submitter.
SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of
all of the Bonds or if the Rule is repealed or no longer in effect. If such termination occurs prior to the
final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a
Listed Event under Section 5(c).
SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be
the Issuer.
SECTION 9. AMENDMENT, WAIVER. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of the Issuer, or the type
of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial
Owners of the Bonds in the same manner as provided in the Resolution for amendments to the
Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of
t25694/001/00436264.DOCv21 F -4
16F 1 I
nationally recognized bond counsel, materially impair the interests of the holders or Beneficial
Owners of the Bonds.
Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this
Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of
the Rule as announced by the Securities and Exchange Commission from time to time.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer
shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data being
presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed
in preparing financial statements, (i) notice of such change shall be given in the same manner as for a
Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made
should present a comparison (in narrative form and also, if feasible, in quantitative form) between the
financial statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or including
any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 11. DEFAULT. In the event of a failure of the Issuer to comply with any provision of
this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandamus or specific performance by court order, to cause
the Issuer to comply with its obligations under this Disclosure Certificate, provided, however, the sole
remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the
provisions of this Disclosure Certificate shall be an action to compel performance. A default under this
Disclosure Certificate shall not be deemed an Event of Default under the Resolution.
SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate,
and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
M694/001/00436264.DOCv21 F -5
16F
SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the
Issuer, the Dissemination Agent, [the Insurer,] the Participating Underwriters and holders and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Dated as of 2010
COLLIER COUNTY, FLORIDA
Chair of the Board of
County Commissioners
125694/001/00436264.DCCv2l F -6
16F1
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Collier County, Florida
Name of Bond Issue: Special Obligation Revenue Bonds, Series 2010
Date of Issuance: 2010
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the
above -named Bonds as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as
of 2010. The Issuer anticipates that the Annual Report will be filed by
COLLIER COUNTY, FLORIDA
By:
125694/001/00436264.DOCv21 F -7
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EXHIBIT C
Form of Preliminary Official Statement
16F1
PRELIMINARY OFFICIAL STATEMENT DATED — 2010
NEW ISSUE – Book -Eta Only
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the Series
2010 Bonds (as hereinafter defined) is, under existing statutes, regulations, rulings and court decisions, (a)
excludable from gross income for federal income tax purposes except as otherwise described herein under the caption
"TAX EXEMPTION" and (b) not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations. See "TAX EXEMPTION' herein for a discussion of Bond Counsel's
opinion.
Dated: Date of Delivery
COLLIER COUNTY, FLORIDA
Special Obligation Revenue Bonds, Series 2010
Due: January 1, as shown on inside cover
The Collier County, Florida Special Obligation Revenue Bonds, Series 2010 (the "Series 2010
Bonds ") are being issued as fully registered bonds, without coupons, in denominations of $5,000 or any
integral multiple thereof. Interest on the Series 2010 Bonds is payable semiannually on each January 1
and July 1, commencing January 1, 2011, and will be payable by check or draft of
as Paying
Agent, mailed to the holder at his or her address, as shown on the registration books of Collier County,
Florida (the "County ") maintained by
as Registrar, as of the close of business on the fifteenth day of the calendar month
(whether or not a business day) next preceding the applicable interest payment date, provided, however,
at the request of any holder of Series 2010 Bonds, interest payments may be made by wire transfer to the
account designated by such holder. Principal and premium, if any, of the Series 2010 Bonds is payable to
the holder thereof upon presentation and surrender, when due, at the office of the Paying Agent. Upon
initial issuance, the Series 2010 Bonds will be registered in the name of and held by Cede & Co. as
nominee for The Depository Trust Company ( "DTC "), an automated depository for securities and a
clearinghouse for securities transactions. So long as DTC or Cede & Co. is the registered owner of the
Series 2010 Bonds, payments of the principal of and interest on the Series 2010 Bonds will be mailed
directly to DTC or Cede & Co., which is to remit such payments to the Participants (as defined herein),
which in turn are to remit such payments to the Beneficial Owners (as defined herein) of the Series 2010
Bonds. See "DESCRIPTION OF THE SERIES 2010 BONDS – Book Entry Only System" herein.
The Series 2010 Bonds are subject to optional redemption prior to their stated maturities as set
forth herein.
The Series 2010 Bonds are issued pursuant to and under the Constitution and laws of the State of
Florida, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act "), and
pursuant to Resolution No. 2010 -_ adopted by the Board on 2010, as it may be amended
and supplemented from time to time (the "Resolution ").
The Series 2010 Bonds are being issued to provide funds, together with other legally available
moneys of the County, if any, sufficient to (i) current refund all of the County's outstanding promissory
notes issued pursuant to the pooled commercial paper loan program of the Florida Local Government
125694/001/00435889.DOCV3)
16F 1
Finance Commission and (ii) pay certain costs and expenses relating to the issuance of the Series 2010
Bonds, [including the premium for a financial guaranty insurance policy].
Pursuant to the Resolution, the County has covenanted and agreed to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues, amounts sufficient to pay the
principal of and interest on the Series 2010 Bonds when due in the manner and to the extent described
under' SECURITY FOR THE SERIES 2010 BONDS" herein.
THE SERIES 2010 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE
COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE
COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO
HOLDER OF ANY SERIES 2010 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2010 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2010 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM
THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE
RESOLUTION.
This cover page contains certain information for quick reference only. It is not a summary of
this issue. Investors must read the entire Official Statement to obtain information essential to the
making of an informed investment decision.
The scheduled payment of principal of and interest on the Series 2010 Bonds when due will be
guaranteed under a financial guaranty insurance policy to be issued by
concurrently with the delivery of the Series 2010 Bonds.
[INSERT INSURER LOGO]
The Series 2010 Bonds are offered when, as, and if issued and received by the Underwriter, subject to the
opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P.A., Tampa, Florida,
Bond Counsel. Certain legal matters will be passed upon for the County by Jeffrey A. Klatzkow, Esq., County
Attorney and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel. Public Financial Management,
Inc., Coral Gables, Florida, is serving as Financial Advisor to the County. It is expected that the Series 2010 Bonds
in definitive form will be available for delivery to the Underwriter in New York, New York at the facilities of OTC
on or about , 2010.
Electronic bids for the Series 2010 Bonds will be received as described in the Official Notice of
Sale.
Dated: 2010
*Preliminary, subject to change.
1256941001/00435889.DOCV31
16F 1
$
COLLIER COUNTY, FLORIDA
Special Obligation Revenue Bonds, Series 2010
MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND INITIAL CUSIP NUMBERS
$ " Serial Bonds
Initial
Maturity Interest CUSIP
( 1) Amount Rate Price Numbers **
* Preliminary, subject to change.
** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any
representation made by the County as to their correctness. The CUSIP Numbers provided herein
are included solely for the convenience of the readers of this Official Statement.
125694/001/00435889.D0001
16F1
RED HERRING EANGUAGF.:
This Preliminary Official Statement mid the information contained herein are subject to completion or
amendment. under no circumstances shall this Preliminary Official Statement constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of the Series 2010 Bonds in anv jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, qualification or
exemption under the securities laws of such jurisdiction. 'Che County has deemed this Preliminary
Official Statement "final, 1 except for certain permitted omissions, within the contemplation of Rule 15c2-
12 promul ataed be the Securities and Exchange Commission.
W694/001/00435889.DOCv3l
COLLIER COUNTY, FLORIDA
Government Complex
3301 East Tamiami Trail
Naples, Florida 34112
(239) 252 -8097
BOARD OF COUNTY COMMISSIONERS
Fred W. Coyle, Chairman
Frank Halas, Vice Chair
James N. Coletta, Jr., Commissioner
Thomas K. Henning, Commissioner
Donna L. Fiala, Commissioner
COUNTY MANAGER
Leo E. Ochs, Jr.
CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY
AND CHIEF FINANCIAL OFFICER
Dwight E. Brock, Esq.
DIRECTOR OF FINANCE AND ACCOUNTING
Crystal K. Kinzel
COUNTY ATTORNEY
Jeffrey A. Klatzkow, Esq.
BOND COUNSEL
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Tampa, Florida
FINANCIAL ADVISOR
Public Financial Management, Inc.
Coral Gables, Florida
125694/001/00435889.DCCv31
16F1
16F 1"
No dealer, broker, salesman or other person has been authorized by the County or the
Underwriter to give any information or to make any representations in connection with the Series 2010
Bonds, other than as contained in this Official Statement, and, if given or made, such information or
representations must not be relied upon as having been authorized by the County. This Official
Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Series 2010 Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale.
The information set forth herein has been obtained from the County,
(the "Insurer "), DTC and other sources that are believed to be reliable. The
Underwriter listed on the cover page hereof has reviewed the information in this Official Statement in
accordance with and as part of its responsibilities to investors under the federal securities laws as applied
to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or
completeness of such information. The information and expressions of opinion stated herein are subject
to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create,
under any circumstances, any implication that there has been no change in the matters described herein
since the date hereof.
The scheduled payment of principal of and interest on the Series 2010 Bonds when due will be
guaranteed under a financial guaranty insurance policy to be issued by the Insurer concurrently with the
delivery of the Series 2010 Bonds.
THE INFORMATION RELATING TO THE INSURER CONTAINED HEREIN HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE COUNTY NOR THE
UNDERWRITER AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION
SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE COUNTY NOR THE
UNDERWRITER HAS MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF THE
INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER TO MEET
ITS OBLIGATIONS UNDER THE FINANCIAL GUARANTY INSURANCE POLICY.
The Insurer makes no representation regarding the Series 2010 Bonds or the advisability of
investing in the Series 2010 Bonds. In addition, the Insurer has not independently verified, makes no
representation regarding, and does not accept any responsibility for the accuracy or completeness of this
Official Statement or any information or disclosure contained herein, or omitted herefrom, other than
with respect to the accuracy of the information regarding the Insurer supplied by the Insurer presented
under the heading 'FINANCIAL GUARANTY INSURANCE" and in "APPENDIX D - Specimen
Financial Guaranty Insurance Policy" attached hereto.
IN CONNECTION WITH THIS OFFERING OF THE SERIES 2010 BONDS, THE
UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN
THE MARKET PRICE OF SUCH SERIES 2010 BONDS AT LEVELS ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
All summaries herein of documents and agreements are qualified in their entirety by reference to
such documents and agreements, and all summaries herein of the Series 2010 Bonds are qualified in their
entirety by reference to the form thereof included in the aforesaid documents and agreements.
J25694/001/00435889.DOCv31
16F 1
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2010 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION') OR WITH ANY
STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST
RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2010 BONDS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS OFFICIAL. STATEMENT. ANY REPRESENTATION TO THE
CONTRARY MAY BE A CRIMINAL OFFENSE.
125694/001/00435889.DOCv31
TABLE OF CONTENTS
16F1
Page
INTRODUCTION......................................................................................................................... ..............................1
PLANOF REFUNDING .............................................................................................................. ..............................2
DESCRIPTION OF THE SERIES 2010 BONDS ......................................................................... ..............................2
General............................................................................................................................. ..............................2
Book -Entry Only System ............................................................................................... ..............................3
Interchangeability, Negotiability and Transfer .......................................................... ..............................5
Series 2010 Bonds Mutilated, Destroyed, Stolen or Lost ........................................... ..............................6
OptionalRedemption .................................................................................................... ..............................7
MandatoryRedemption ................................................................................................ ..............................7
Noticeof Redemption .................................................................................................... ..............................7
SECURITY FOR THE SERIES 2010 BONDS ............................................................................. ..............................8
General............................................................................................................................. ..............................8
Anti - Dilution Test .......................................................................................................... ..............................9
RebateFund ................................................................................................................... .............................10
GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES ............... .............................11
General.......................................................................................................................... ...............................
l 1
Taxes................................................................................................................................ .............................12
IntergovernmentalRevenues ....................................................................................... .............................15
Licenses, Permits and Impact Fees .............................................................................. .............................19
Chargesfor Services ...................................................................................................... .............................19
Finesand Forfeitures ..................................................................................................... .............................19
Interest............................................................................................................................ .............................19
MiscellaneousRevenues ............................................................................................... .............................19
CERTAINFINANCIAL MATTERS .......................................................................................... .............................22
Financial and Operating Plan (Budget) and Capital Improvement Planning Policy ........................
22
Financial Reporting and Annual Audit ...................................................................... .............................23
General Fund and MS'FD General Fund .................................................................... .............................23
Classification of Local Government Expenditures ................................................... .............................27
RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS ............................ .............................28
CountyOPEB ................................................................................................................. .............................28
Sheriff's OPEB ................................................................................................................ .............................30
FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM .......... .............................31
ESTIMATED SOURCES AND USES OF FUNDS ................................................................... .............................35
DEBTSERVICE SCHEDULE ..................................................................................................... .............................36
FINANCIAL GUARANTY INSURANCE ................................................................................ .............................37
INVESTMENTPOLICY .............................................................................................................. .............................37
LEGALMATTERS ....................................................................................................................... .............................38
LITIGATION................................................................................................................................ .............................39
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .............................. .............................40
'FAX EXEMPTION ....................................................................................................................... .............................41
Opinionof Bond Counsel ............................................................................................. .............................41
InternalRevenue Code of 1986 .................................................................................... .............................41
Collateral Tax Consequences ....................................................................................... .............................41
OtherTax Matters., ........................................................................... . . ........... . ...................... ...............
42
125694/001/00435889.DOCv31
Tax Treatment of Original Issue Discount ..................... ...............................
Tax Treatment of Bond Premium .................................... ...............................
RATINGS.......................................................................................... ...............................
FINANCIALADVISOR .................................................................. ...............................
AUDITED FINANCIAL STATEMENTS ...................................... ...............................
ENFORCEABILFCY OF REMEDIES .............................................. ...............................
CONTINUING DISCLOSURE ........................................................ ...............................
UNDERWRITING............................................................................ ...............................
CONTINGENTFEES ....................................................................... ...............................
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT .......................
AUTHORIZATION OF OFFICIAL STATEMENT ...........................
Appendices
16F1
... .............................42
APPENDIX A
- General Information Concerning Collier County, Florida
APPENDIX B
- Form of the Resolution
APPENDIX C
- Audited Financial Statements for the Fiscal Year Ended September 30, 2009
APPENDIX D
- Specimen Financial Guaranty Insurance Policy
APPENDIX E
- Form of Opinion of Bond Counsel
APPENDIX F
- Form of Continuing Disclosure Certificate
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OFFICIAL STATEMENT
Relating to
COLLIER COUNTY, FLORIDA
Special Obligation Revenue Bonds, Series 2010
INTRODUCTION
The purpose of this Official Statement, including the cover page and appendices, is to set forth
information concerning Collier County, Florida (the "County ") and the Collier County, Florida Special
Obligation Revenue Bonds, Series 2010 (the "Series 2010 Bonds "), in connection with the sale of the Series
2010 Bonds.
The County was established in 1923 by the legislature of the State of Florida (the "State ") from
portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately
2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the
southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. In 2009, the
County had a population of 333,032. Principal industries within the County include wholesale and retail
trade, tourism, agriculture, forestry, fishing, cattle ranching and construction. Part of the Everglades
National Park, the United States' only subtropical national park, comprises a portion of the County. See
"APPENDIX A - GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA" attached
hereto for more information about the County.
The Series 2010 Bonds are issued pursuant to and under the Constitution and laws of the State of
Florida, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act "), and
pursuant to Resolution No. 2010 -_ adopted by the Board on 2010, as it may be amended
and supplemented from time to time (the "Resolution "). See "APPENDIX B - FORM OF THE
RESOLUTION" attached hereto.
The Series 2010 Bonds are being issued to provide funds, together with other legally available
moneys of the County, if any, sufficient to (i) current refund all of the County's outstanding promissory
notes issued pursuant to the pooled commercial paper loan program of the Florida Local Government
Finance Commission (the "Refunded Loans ") and (ii) pay certain costs and expenses relating to the
issuance of the Series 2010 Bonds, [including the premium for a financial guaranty insurance policy].
Pursuant to the Resolution, the County has covenanted and agreed to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to pay
principal of and interest on the Series 2010 Bonds when due in the manner and to the extent described in
"SECURITY FOR THE SERIES 2010 BONDS" herein and "APPENDIX B - Form of the Resolution"
attached hereto.
The scheduled payment of principal of and interest on the Series 2010 Bonds when due will be
guaranteed under a financial guaranty insurance policy to be issued by (the
* Preliminary, subject to change.
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"Insurer ") concurrently with the delivery of the Series 2010 Bonds. See "FINANCIAL GUARANTY
INSURANCE" herein.
The County has covenanted in the Resolution to provide certain continuing disclosure
information pursuant to Rule 15c2 -12 of the Securities and Exchange Commission relating to the Series
2010 Bonds. See "CONTINUING DISCLOSURE" herein.
Capitalized terms used but not otherwise defined herein have the same meaning ascribed thereto
in the Resolution unless the context would clearly indicate otherwise. Complete descriptions of the terms
and conditions of the Series 2010 Bonds are set forth in the Resolution, a form of which is attached as
APPENDIX B to this Official Statement. The descriptions of the Series 2010 Bonds, the documents
authorizing and securing the same, and the information from various reports and statements contained
herein are not comprehensive or definitive. All references herein to such documents, reports and
statements are qualified by the entire, actual content of such documents, reports and statements. A copy
of the Resolution and all documents of the County referred to herein may be obtained from Dwight E.
Brock, Clerk of Circuit Court and Chief Financial Officer of Collier County, Government Complex, 3301
East Tamiami Trail, Building L, Naples, Florida 34112, Phone (239) 252 -2745.
PLAN OF REFUNDING
The prepayment of the Refunded Loans shall occur on or after the date of issuance of the Series
2010 Bonds at a price equal to the principal amount outstanding plus accrued interest thereon. To effect
the current refunding of the Refunded Loans, the County will use the proceeds of the Series 2010 Bonds
to pay all principal of and interest on the Refunded Loans. The Refunded Loans were issued as interim
financing to finance various capital improvements within the County, and the Series 2010 Bonds are
being issued to provide permanent financing with respect to such capital improvement projects.
DESCRIPTION OF THE SERIES 2010 BONDS
General
The Series 2010 Bonds shall be issued only in fully registered form without coupons in principal
denominations of $5,000 each or any integral multiple thereof. The Series 2010 Bonds are dated as of their
date of delivery and bear interest at the rates per annum and mature on the dates set forth on the inside
cover page hereof. Interest on the Series 2010 Bonds is payable semiannually on each January 1 and
July 1, commencing January 1, 2011 (the 'Interest Dates "). Interest payable on the Series 2010 Bonds on
any Interest Date shall be paid by check or draft of
as Paying Agent mailed to the holder at his or her address, as shown on the registration
books of the County maintained by
as Registrar, as of the close of business on the fifteenth day of the calendar month (whether or not a
business day) next preceding the applicable Interest Date (the 'Record Date "); provided, however, at the
request of any holder of Series 2010 Bonds, interest payments may be made by wire transfer to the
account designated by such holder. Principal and premium, if any, of the Series 2010 Bonds is payable to
the holder thereof upon presentation and surrender, when due, at the office of the Paying Agent.
[25694/001/00435889DOCv3[
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The Series 2010 Bonds will be issued initially as book -entry obligations and held by The
Depository Trust Company ( "DTC ") as securities depository. The ownership of one fully registered Series
2010 Bond for each maturity as set forth on the cover page hereof, in the appropriate aggregate principal
amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC. For more
information regarding DTC and DTC's Book -Entry System, see the subheading "— Book -Entry Only
System" which immediately follows.
Book -Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM DTC, AND NEITHER THE COUNTY NOR THE
UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF.
DTC will act as securities depository for the Series 2010 Bonds. The Series 2010 Bonds will be
registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully- registered Series 2010 Bond will be used for
each maturity of the Series 2010 Bonds, in the aggregate amount of such maturity, and will be deposited
with DTC.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2010 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2010
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2010 BONDS WILL MEAN CEDE & CO.
AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2010 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2010 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2010 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2010 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2010 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2010 BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTC. ACCORDINGLY, NEITHER THE COUNTY NOR THE UNDERWRITER MAKES
NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS.
DTC, the world's largest depository, is a limited - purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues
of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments
(from over 100 countries) that DTC's participants (the "Direct Participants ") deposit with DTC. DTC also
facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book -entry transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The
Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National
Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is
125694/001/00435889.DOCv31 3
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also available to others such as both U.S. and non -U.S. securities brokers, dealers, banks, trust companies
and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants "). DTC has Standard & Poor's highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at wwwAtcc.com and www.dtc.or6.
Purchases of Series 2010 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for such Series 2010 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2010 Bond (the "Beneficial Owner ") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2010 Bonds are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in the Series 2010 Bonds, except in the
event that use of the book -entry system for the Series 2010 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2010 Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of Series 2010 Bonds with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2010 Bonds; DTC's
records reflect only the identity of the Direct Participants to whose accounts such Series 2010 Bonds are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping an account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements made among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Series 2010 Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in
such bonds to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Series 2010 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those
Direct Participants to whose accounts the Series 2010 Bonds are credited on the record date (identified in
a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2010 Bonds will be made to DTC. DTC's practice is
to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information
from the County or the Paying Agent and Registrar on the payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with securities held for the
I25694/001/00435889DOCv3l 4
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accounts of customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Paying Agent or the County, subject to any statutory and regulatory
requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or
such other nominee as may be requested by an authorized representative of DTC) is the responsibility of
the County and /or the Paying Agent for the Series 2010 Bonds. Disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is
the responsibility of the Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Series
2010 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the
event that a successor securities depository is not obtained, Series 2010 Bond certificates are required to
be printed and delivered.
The County may decide to discontinue use of the system of book -entry transfers through DTC (or
a successor securities depository). In that event, Series 2010 Bond certificates will be printed and
delivered and be subject to transfer and registration as provided in the Resolution and as described below
under the subheading "— Interchangeability, Negotiability and Transfer" which immediately follows.
Interchangeability, Negotiability and Transfer
So long as the Series 2010 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Series 2010 Bonds do not apply to the Series 2010 Bonds to the
extent of a conflict with the DTC book -entry system.
Series 2010 Bonds, upon surrender thereof at the office of the Registrar with a written instrument
of transfer satisfactory to the Registrar, duly executed by the Holder or his attorney duly authorized in
writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount
of registered Series 2010 Bonds of the same maturity of any other authorized denominations.
The Series 2010 Bonds issued under the Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State of Florida, subject to the provisions for registration and transfer contained in the Resolution and in
the Series 2010 Bonds. So long as any of the Series 2010 Bonds shall remain outstanding, the County shall
maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2010
Bonds.
Each Series 2010 Bond shall be transferable only upon the books of the County, at the office of the
Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in
person or by his attorney duly authorized in writing upon surrender thereof together with a written
instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his
duly authorized attorney. Upon the transfer of any such Series 2010 Bond, the County shall issue, and
cause to be authenticated, in the name of the transferee a new Series 2010 Bond or Series 2010 Bonds of
the same aggregate principal amount and maturity as the surrendered Series 2010 Bond. The County, the
Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose
name any Outstanding Series 2010 Bond shall be registered upon the books of the County as the absolute
owner of such Series 2010 Bond, whether such Series 2010 Bond shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on
such Series 2010 Bond and for all other purposes, and all such payments so made to any such Holder or
125694/001/00435889.DOCv3I 5
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upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2010
Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying
Agent or other fiduciary of the County shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any Series 2010
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Series 2010 Bonds; (B)
following the fifteenth day next preceding the date of first mailing of notice of redemption of any Series
2010 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series 2010
Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Series 2010
Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of
any fully registered Series 2010 Bond shall effect payment of interest on such Series 2010 Bonds by
mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of
such Holder, transmit such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging or transferring Series 2010 Bonds is exercised,
the County shall execute and deliver Series 2010 Bonds and the Registrar shall authenticate such Series
2010 Bonds in accordance with the provisions of the Resolution. Execution of Series 2010 Bonds by the
Chairman and Clerk for purposes of exchanging, replacing or transferring Series 2010 Bonds may occur at
the time of the original delivery of the Series 2010 Bonds. All Series 2010 Bonds surrendered in any such
exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be
cancelled by the Registrar. For every such exchange or registration of transfer of Series 2010 . Bonds, the
County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other
governmental charge required to be paid with respect to such exchange or transfer. The County and the
Registrar shall not be obligated to make any such exchange or transfer of Series 2010 Bonds during the
fifteen (15) days next preceding an Interest Date on the Series 2010 Bonds, or, in the case of any proposed
redemption of the Series 2010 Bonds then, for the Series 2010 Bonds called for redemption, during the
fifteen (15) days next preceding the date of the first mailing of notice of such redemption and continuing
until such redemption date.
Series 2010 Bonds Mutilated, Destroyed, Stolen or Lost
So long as the Series 2010 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to mutilated, destroyed, stolen or lost Series 2010 Bonds do not apply to the Series 2010 Bonds
to the extent of a conflict with the DTC book -entry system.
In case any Series 2010 Bond shall become mutilated, or be destroyed, stolen or lost, the County
may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2010 Bond of
like tenor as the Series 2010 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for
such mutilated Series 2010 Bond upon surrender and cancellation of such mutilated Series 2010 Bond or
in lieu of and substitution for the Series 2010 Bond destroyed, stolen or lost, and upon the Series 2010
Bondholder furnishing the County and the Registrar proof of his ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and conditions as the County or the
Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series
2010 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 2010 Bonds shall have
matured or be about to mature, instead of issuing a substitute Series 2010 Bond, the County may pay the
same or cause the Series 2010 Bond to be paid, upon being indemnified as aforesaid, and if such Series
2010 Bonds be lost, stolen or destroyed, without surrender thereof.
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Any such duplicate Series 2010 Bonds issued pursuant to the Resolution shall constitute original,
additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed
Series 2010 Bond be at any time found by anyone, and such duplicate Series 2010 Bond shall be entitled to
equal and proportionate benefits and rights to the same extent as all other Series 2010 Bonds issued
pursuant to the Resolution.
Optional Redemption
The Series 2010 Bonds maturing after 1, J are subject to redemption in whole
or in part, at any time, on or after _ 1, in such order of maturities as may be
determined by the County (less than all of a single maturity to be selected by lot), at a redemption price
equal to 100% of the principal amount of the Series 2010 Bonds to be redeemed plus accrued interest to
the date fixed for redemption.
Mandatory Redemption
The Series 2010 Bonds maturing on 1, . are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on 1, _, at a redemption price equal to the
principal amount of such Series 2010 Bonds or portions thereof to be redeemed, plus interest accrued
thereon to the date of redemption, on 1 in the following years and in the following
Amortization Installments:
Year Amortization Installments
*Final Maturity
Notice of Redemption
Notice of such redemption, which shall specify the Series 2010 Bond or the Series 2010 Bonds (or
portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar
on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2010 Bonds, (B) shall
be mailed first class, postage prepaid, not less than 30 days nor more than 45 days prior to the
redemption date to all Holders of the Series 2010 Bonds to be redeemed at their addresses as they appear
on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be
mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered
securities depositories and two or more nationally recognized municipal bond information services as
hereinafter provided. Failure to mail such notice to such depositories or services or the Holders of the
Series 2010 Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption
of the Series 2010 Bonds as to which no such failure or defect has occurred. Such notice shall also be
mailed to the Insurer, if any, of such redeemed Series 2010 Bonds. Failure of any Holder to receive any
notice mailed as provided in the Resolution shall not affect the proceedings for redemption of such
Holder's Series 2010 Bonds.
Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing
number or letter of all the Series 2010 Bonds being redeemed, (2) the original issue date of such Series
2010 Bonds, (3) the maturity date and rate of interest borne by each Series 2010 Bond being redeemed, (4)
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the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than
all Outstanding Series 2010 Bonds are to be redeemed, the certificate number (and, in the case of a partial
redemption of any Series 2010 Bond, the principal amount) of each Series 2010 Bond to be redeemed, (8)
that on such redemption date there shall become due and payable upon each Series 2010 Bond to be
redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the
principal thereof in the case of the Series 2010 Bonds to be redeemed in part only, together with interest
accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to
accrue and be payable, (9) that the Series 2010 Bonds to be redeemed, whether as a whole or in part, are to
be surrendered for payment of the Redemption Price at the designated office of the Registrar at an
address specified, (10) the name and telephone number of a person designated by the Registrar to be
responsible for such redemption, (11) unless sufficient funds have been set aside by the County for such
purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the
deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other
conditions that must be satisfied prior to such redemption.
The County may provide that a redemption will be contingent upon the occurrence of certain
conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided
notice of rescission shall be mailed in the manner described above to all affected Series 2010 Bondholders
not later than three business days prior to the date of redemption.
SECURITY FOR THE SERIES 2010 BONDS
General
The County has covenanted and agreed to appropriate in its annual budget, by amendment, if
necessary, from Non -Ad Valorem Revenues amounts sufficient to (A) pay principal of and interest on the
Series 2010 Bonds when due, and (B) pay all required deposits to the Rebate Fund pursuant to the
Resolution. Such covenant and agreement on the part of the County to budget and appropriate such
amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue
until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all
such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the
foregoing covenant of the County, the County does not covenant to maintain any services or programs,
now provided or maintained by the County, which generate Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -
Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non -Ad Valorem
Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues,
nor does it give the Series 2010 Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed
to claims of general creditors of the County. Such covenant to appropriate Non -Ad Valorem Revenues is
subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem
Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other
debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner
stated in the Resolution shall have the effect of making available for the payment of the Series 2010
Bonds, in the manner described in the Resolution, Non -Ad Valorem Revenues and placing on the County
a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its
obligations under the Resolution; subject, however, in all respects to the restrictions of Section 129.07,
Florida Statutes, which generally provide that the governing body of each county may only make
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appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received
from taxation or other revenue sources; and subject, further, to the payment of services and programs
which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the
County or which are legally mandated by applicable law.
The County covenants and agrees to transfer to the Paying Agent for the Series 2010 Bonds,
solely from funds budgeted and appropriated as described in the Resolution, at least one business day
prior to the date designated for payment of any principal of or interest on the Series 2010 Bonds,
sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such
moneys for payment of the principal and interest on the Series 2010 Bonds when due.
THE SERIES 2010 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE
COUNTY, PLAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE
COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO
HOLDER OF ANY SERIES 2010 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2010 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2010 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM
THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE
RESOLUTION.
Anti- Dilution Test
During such time as any Series 2010 Bonds are outstanding under the Resolution, the County has
agreed and covenanted with the Series 2010 Bondholders and the Insurer, if any, that (1) Non -Ad
Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2010 Bonds and
maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service
on the Series 2010 Bonds and maximum annual debt service for all Debt will not exceed 20% of the
aggregate of General Fund Revenues, MSTD General Fund Revenues and Impact Fee Proceeds exclusive
of (a) ad valorem tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of
the Series 2010 Bonds or Debt. The calculations required by (1) and (2) above shall be determined using
the average of actual revenues for the prior two Fiscal Years based on the County's Annual Audits.
For the purposes of the covenants contained in the preceding paragraph, maximum annual debt
service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual
maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate,
maximum annual debt service on such Debt shall be determined assuming that interest accrues on such
Debt at the current "Bond Buyer Revenue Bond Index" as published in 77ie Bond Buyer no more than two
weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed
or variable interest rate, constitutes Balloon Indebtedness, as defined below, maximum annual debt
service on such Debt shall be determined assuming such Debt is amortized over 20 years on an
approximately level debt service basis. "Debt' means at any date (without duplication) all of the
following to the extent that they are secured by or payable in whole or in part from Non -Ad Valorem
Revenues (A) all obligations of the County for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments; (B) all obligations of the County to pay the deferred purchase price of
property or services, except trade accounts payable under normal trade terms and which arise in the
ordinary course of business; (C) all obligations of the County as lessee under capitalized leases; and (D)
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all indebtedness of other Persons to the extent guaranteed by, or secured by, Non -Ad Valorem Revenues
of the County; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above,
the County has covenanted to budget and appropriate sufficient Non -Ad Valorem Revenues to satisfy
such obligation but has not secured such obligation with a lien on or pledge of any Non -Ad Valorem
Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be
considered "Debt' for purposes of the Resolution unless the County has actually used Non -Ad Valorem
Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects
to use Non -Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding
Fiscal Year. After an obligation is considered "Debt' as a result of the proviso set forth in the immediately
preceding sentence, it shall continue to be considered 'Debt' until the County has not used any Non -Ad
Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. For purposes of this
paragraph, 'Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures
during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a
Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement
shall be deemed to be the Hedge Payments coming due during such period of time.
Rebate Fund
The County has covenanted and agreed to establish a special fund to be known as the Rebate
Fund which shall be held in trust by the County and used solely to make required rebates to the United
States (except to the extent the same may be used to pay debt service on the Series 2010 Bonds) and the
Series 2010 Bondholders shall have no right to have the same applied for debt service on the Series 2010
Bonds. The County agrees to undertake all actions required of it in its arbitrage certificate relating to the
Series 2010 Bonds, including, but not limited to:
(A) making a determination in accordance with the Internal Revenue Code of 1986, as
amended (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 County 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 the Resolution as shall be
required by the Code, as well as evidence of the fair market value of any investments purchased with
proceeds of the Series 2010 Bonds.
The provisions of the above - described arbitrage certificates may be amended without the consent
of any Holder or the Insurer, from time to time as shall be necessary, in the opinion of Bond Counsel, to
comply with the provisions of the Code.
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GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES
General
the County generally receives two primary sources of general governmental revenue: ad
valorem taxes and non -ad valorem revenues. Ad valorem taxes may not be pledged for the payment of
debt obligations of the County maturing more than twelve months from the date of issuance thereof
without approval of the electorate of the County. The ad valorem tax revenues of the County are not
pledged as security for the payment of the Series 2010 Bonds and the County is not obligated to budget
and appropriate ad valorem tax revenues for the payment of the Series 2010 Bonds.
The County is permitted by the Florida Constitution to levy ad valorem taxes at a rate of up to
$10 per $1,000 of assessed valuation for general governmental expenditures. The County's General Fund
ad valorem tax millage rate for the fiscal year ending September 30, 2010 is $3.5645 per $1,000. The
County's Unincorporated Municipal Services Taxing District ( "MSTD ") General Fund ad valorem tax
millage rate for the fiscal year ending September 30, 2010 is $.7161 per $1,000. The County is also
permitted by the Florida Constitution to levy ad valorem taxes above the $10 per $1,000 limitation to pay
debt service on general obligation long -term debt if approved by a voter referendum but does not
currently do so.
Non -ad valorem revenues of the County may be pledged, subject to certain limitations disclosed
herein, for the payment of debt obligations of the County. Such non -ad valorem revenues include a
broad category of revenues, including, but not limited to, revenues received from the State, investment
income and income produced from certain services and facilities of the County, as described below.
Series 2010 Bondholders do not have a lien on any specific non -ad valorem revenues of the County.
As more fully described above under "SECURITY FOR THE SERIES 2010 BONDS," the County
has covenanted and agreed in the Resolution, subject to certain restrictions and limitations, to appropriate
in its annual budget, by amendment, if necessary, sufficient Non -Ad Valorem Revenues to pay debt
service on the Series 2010 Bonds. The holders of the Series 2010 Bonds do not have a lien on any specific
Non -Ad Valorem Revenues of the County and the County has outstanding certain other debt obligations
payable from a lien upon and pledge of certain of the Non -Ad Valorem Revenues of the County.
A large percentage of the revenues of the County, including ad valorem taxes and non -ad
valorem revenues, are deposited in the General Fund and the Unincorporated Municipal Services Taxing
District ( "MSTD ") General Fund. The General Fund is the largest operating fund of the County. It is used
to account for all countywide activities and is supported principally by ad valorem taxes. The MSTD
General Fund accounts for municipal type services provided in the unincorporated area of the County
and is also supported primarily by ad valorem taxes. See "CERTAIN FINANCIAL MATTERS - General
Fund and MSTD General Fund" herein. Furthermore, as described herein under "SECURITY FOR THE
SERIES 2010 BONDS," the obligation of the County to budget and appropriate Non -Ad Valorem
Revenues is subject to a variety of factors, including without limitation the payment of services and
programs which are for essential public purposes affecting the health, safety and welfare of the
inhabitants of the County or which are mandated by applicable law, and the obligation of the County to
have a balanced budget.
The term "Non -Ad Valorem Revenues" is defined in the Resolution as all General Fund and
MSTD General Fund Revenues, other than revenues generated from ad valorem taxation on real or
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personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make
the payments required pursuant to the Resolution. For purposes of the preceding sentence "General
Fund Revenues" means total revenues of the County derived from any source whatsoever and that are
allocated to and accounted for in the General Fund as shown in the Annual Audit. "MSTD Revenues"
means all revenues of the County derived from any source whatsoever and that are allocated to and
accounted for in the Unincorporated Area Municipal Services Taxing District Fund as shown in the
Annual Audit. "Impact Fee Proceeds" means the proceeds of certain impact fees levied by the County
that are allocated to and accounted for in the Capital Projects Funds as shown in the Annual Audit.
Impact Fee Proceeds will only be available to fund growth related capital expansion projects to the
specific public facilities for which such impact fees are assessed. See "SECURITY FOR THE SERIES 2010
BONDS — General" herein and "APPENDIX B —Form of Resolution" attached hereto.
The Florida Department of Financial Services ( "FDFS ") has developed, as part of the Uniform
Accounting System Manual's Chart of Accounts, six major categories of local government revenues:
taxes, intergovernmental revenues, licenses, permits and impact fees, charges for services, fines and
forfeitures and miscellaneous revenues. Using that organization, the following describes the sources of
the County's Non -Ad Valorem Revenues:
Taxes
Local Communications Services Tax
The Communications Services Tax Simplification Act, enacted by Chapter 2000 -260, Laws of
Florida, as amended by Chapter 2001 -140, Laws of Florida, and now codified in part as Chapter 202,
Florida Statutes (the "CSTA ") established, effective October 1, 2001, a communications services tax on the
sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same date
repealed Section 166.23](9), Florida Statutes, which previously granted municipalities the authority to
levy a utility services tax on the purchase of telecommunications services. Pursuant to Sections 202.19
and 202.20, Florida Statutes any sale of communications services charged to a service address in the
County is subject to the County's local communications services tax ( "Communications Services Tax ") at a
rate of 2.10 %. The revenues that are received by the County from such Communications Services Tax
which derive from the Local Communications Services Tax Clearing Trust Fund (the "Trust Fund ")
created with the Florida Department of Revenue ( "FDOR ") pursuant to Section 202.193, Florida Statutes
may be pledged for the repayment of current or future bonded indebtedness.
The telecommunications tax applies to the purchase of "telecommunications services" which
originated or terminated within unincorporated Collier County, with certain exemptions described
below. "Telecommunications services" is defined to be local telephone service, toll telephone service,
telegram or telegraph service, teletypewriter service, private communication service, cellular mobile
telephone or telecommunication service or specialized mobile radio, pagers and paging service, but
excludes Internet access service, cable service, electronic mail service, electronic bulletin board service, or
similar on -line computer service.
One effect of the CSTA was to replace the former telecommunications tax, including pre -paid
calling arrangements, as well as any revenues from franchise fees on cable and telecommunications
service providers and permit fees relating to placing or maintaining facilities in rights -of -way collected
from providers of certain telecommunications services, with the local communications services tax. This
change in law was intended to be revenue neutral to the counties and municipalities. The
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Communications Services Tax applies to a broader base of communications services than the former
telecommunications tax.
"Communication services" under the CSTA are defined as the transmission, conveyance, or
routing of voice, data, audio, video, or any other information or signals, including cable services, to a
point, or between or among points, by or through any electronic, radio, satellite, cable, optical,
microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol
used for such transmission or conveyance. The term does not include:
(a) Information services.
(b) Installation or maintenance of wiring or equipment on a customer's premises.
(c) The sale or rental of tangible personal property.
(d) The sale of advertising, including, but not limited to, directory advertising.
(e) Bad check charges.
(f) Late payment charges.
(g) Billing and collection services.
(h) Internet access service, electronic mail service, electronic bulletin board service, or similar
on -line services.
However, such services have historically been taxed if the charges for such services are not stated
separately from the charges for communications services, on a customer's bill.
The sale of communications services to (i) the federal government, or any instrumentality or
agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the state or any county,
municipality or political subdivision of the state when payment is made directly to the dealer by the
governmental entity, and (iii) any educational institution (which includes state tax - supported and
nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums,
among others) or religious institutions (which includes, but is not limited to, organizations having an
established physical place for worship at which nonprofit religious services and activities are regularly
conducted) that is exempt from federal income tax under Section 501(c)(3) of the Code are exempt from
the Communications Services Tax.
The CSTA provides that, to the extent that a provider of communications services is required to
pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance
with respect to the services or revenues that are also subject to the Communications Services Tax, such
provider is entitled to a credit against the amount of such Communications Services Tax payable to the
State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of
such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under
Section 202(18)(3), Florida Statutes.
Under the CSTA, local governments must work with the FDOR to properly identify service
addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate
service address information, the local government risks losing tax proceeds that it should properly
receive. The County believes it has provided the FDOR with all information that the FDOR has requested
as of the date hereof and that such information is accurate.
Providers of communications services collect the Communications Services Tax and may deduct
0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code
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database or a database that is either supplied or certified by the FDOR). The communications services
providers remit the remaining proceeds to the FDOR for deposit into the Trust Fund. The FDOR then
makes monthly contributions from the Trust Fund to local governments after deducting up to 1% of the
total revenues generated as an administrative fee.
The federal Internet Tax Freedom Act ( "ITFA ") imposes a moratorium on taxation of Internet
access by states and political subdivisions. As amended by the Internet Tax Nondiscrimination Act
( "ITNA "), the [TEA may have a material adverse effect upon future collections of the Communications
Services Tax Revenues. Signed by President George W. Bush on December 3, 2004, the ITNA extended
the ITFA until November 1, 2007. Federal legislation was enacted on October 31, 2007, to extend the
moratorium, which was set to expire on November 1, 2007, on certain state and local government taxation
on Intemet access to November 1, 2014. This legislation prohibits a state from reimposing a tax on
Internet access which the state repealed more than twenty-four (24) months prior to this legislation's
enactment. Additionally, a specific exemption was created for certain state business taxes enacted
between June 20, 2005 and before November 1, 2007 which do not discriminate against providers of
communication services, Internet access or telecommunications. Effective November 1, 2003, "intemet
access" was amended to include telecommunications services purchased, used or sold by a provider of
intemet access to provide Internet access. "intemet access" now also includes related communication
services, such as email and instant messaging. The definition of "Internet access" was revised, in part, to
eliminate existing language which could be read to allow providers of communication services to exclude
from taxation charges for Internet access services which are bundled for a single price with taxable
communication services. "Telecommunications," as amended, includes un- regulated non -utility
telecommunications, such as cable services. Application of the amended definition of "internet access"
was delayed until June 30, 2008 for state or local tax on Intemet access that was: (1) generally imposed
and actually enforced on telecommunication services, or (2) the subject of litigation instituted in a state
court prior to July 1, 2007. Prior to December 3, 2004, under the CSTA, according to FDOR, when charges
for intemet access services are not separately stated on a customer's bill, the entire charge is taxed,
regardless of whether the charge includes intemet access or telecommunications services used to provide
intemet access. The negative impact on future collections of Communications Services Tax Revenues
because of the ITNA cannot be determined at this time.
The amount of Communications Services Tax revenues received by the County is subject to
increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the
County, (ii) legislative changes, and /or (iii) technological advances which could affect consumer
preferences, such as Voice over Internet Protocol ( "VoIP "). VoIP is a less expensive technology that
allows telephone calls to be made in digital form using a broadband intemet connection, rather than an
analog phone line, and has the potential to supplant traditional telephone service. It is possible that VoIP
could either reduce the dollar volume of taxable sales within the County or will be a non - taxable service
altogether.
The amount of the Communications Services Tax revenues collected within the County may be
adversely affected by the incorporation of new municipalities in the unincorporated areas of the County
and the annexation of unincorporated areas of the County by the municipalities within the County. Such
incorporation and /or annexation would decrease the number of addresses contained within the
unincorporated areas of the County.
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Intergovernmental Revenues
All revenues received by a local unit from federal, state, and other local government sources in
the form of grants, shared revenues, and payments in lieu of taxes would be included in the
intergovernmental revenues category. The category is further classified into seven subcategories: federal
grants, federal payments in lieu of taxes (PILOT), state grants, state shared revenues, state PILOT, local
grants and local shared revenues. If a particular grant is funded from separate intergovernmental
sources, then the revenue is recorded proportionately. The largest component is the "Local Government
Half -Cent Sales Tax."
Local Government Half- -Cent Sales Tax
"Sales Tax Revenues" consist of the amount of the Local Government Half -Cent Sales Tax
distributed by the State from the Local Government Half -Cent Sales Tax Clearing Trust Fund to the
County pursuant to the provisions of Chapter 218, Part VI, Florida Statutes.
The State levies and collects a sales tax on, among other things, the sales price of each item or
article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer
allowances. In 1982, the Florida legislature created the Local Government Half -Cent Sales Tax Program
(the "Half -Cent Sales Tax Program ") which distributes a portion of the sales tax revenue and money from
the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements.
In 1982, when the Half -Cent Sales Tax Program was created, the general rate of sales tax in the State was
increased from 4% to 5 %, and one -half of the fifth cent was devoted to the Half -Cent Sales Tax Program,
thus giving rise to the name "Half -Cent Sales Tax." Although the amount of sales tax revenue deposited
into the Half -Cent Sales Tax Program is no longer one -half of the fifth cent of every dollar of the sales
price of an item subject to sales tax, the name "Half -Cent Sales Tax" has continued to be utilized.
Section 212.20, Florida Statutes, provides for the distribution of sales tax revenues collected by
the State of Florida and further provides for the distribution of a portion of sales tax revenues to the Half -
Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund "), after providing for transfers
to the State's General Fund and the Ecosystem Management and Restoration Trust Fund. From 1993 until
July 1, 2003, the proportion of sales tax revenues deposited in the Half -Cent Sales Tax Trust Fund (the
"Half -Cent Sales Tax Revenues ") had been constant at 9.653% of all state sales tax remitted to the State by
a sales tax dealer located within a particular county. (Effective July 1, 2003, such proportion was reduced
to 9.643 0%, and effective July 1, 2004, such proportion was further reduced to 8.814 %, which remains in
effect). Such amount deposited in the Half -Cent Sales Tax Trust Fund is earmarked for distribution to the
governing body of such county and each participating municipality within that county pursuant to a
distribution formula. The legislative intent of the proportion reductions described above was to freeze
for one fiscal year the total amount of Half -Cent Sales Tax Revenues distributed to the counties and
municipalities throughout the State. The negative impact on municipalities from changes to the half -cent
sales tax distribution was offset by the increased distribution to the Revenue Sharing Trust Fund for
municipalities. Likewise, the negative impact of the change in half -cent sales tax distribution on smaller
counties with a limited tax base was offset by the increased share of state taxes going for the emergency
distribution. The net impact was to reduce the amount of funds distributed to county governments equal
to projected growth in income from the half -cent sales tax distribution. The general rate of sales tax in the
State is currently 6 %. After taking into account the distributions to the State's General Fund (historically
5% of taxes collected) and the Ecosystem Management and Restoration Trust Fund (historically 0.2% of
taxes collected), and after taking into account the cumulative effect of the proportion reductions
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described above, for every dollar of taxable sales price of an item, approximately 0.501 cents is deposited
into the Trust Fund.
As of October 1, 2001, the Half -Cent Sales Tax Trust Fund began receiving a portion of the
Communications Services Tax pursuant to the CSTA. Accordingly, moneys distributed from the Half -
Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and
Communications Services Tax revenues required to be deposited into the Half -Cent Sales Tax Trust Fund.
The Half -Cent Sales Tax Revenues are distributed from the Half -Cent Sales Tax Trust Fund on a monthly
basis to participating units of local government in accordance with Part Vl, Chapter 218, Florida Statutes
(the "Sales Tax Act'). The Sales Tax Act permits the County to pledge its share of the Half -Cent Sales Tax
for the payment of principal of and interest on any capital project. Florida law also allows counties to
impose a sales surtax of up to 1% to fund infrastructure improvements upon approval by a vote of the
electors. The County has not imposed a 1% sales surtax.
To be eligible to participate in the Half -Cent Sales Tax Program, each municipality and county is
required to have:
(i) reported its finances for its most recently completed fiscal year to the FDFS as required
by Florida law;
(ii) made provisions for annual post audits of financial accounts in accordance with
provisions of law;
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special millages authorized by the voters, to produce the
revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973
taxable values or, in order to produce revenue equivalent to that which would otherwise
be produced by such three (3) mill ad valorem tax, to have received a remittance from the
county pursuant to a municipal services benefit unit, collected an occupational license
tax, utility tax, or ad valorem tax, or have received revenue from any combination of
those four sources;
(iv) certified that persons in its employ as law enforcement officers meet certain qualifications
for employment, and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment qualifications
and are eligible for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the general
budget of such county or municipality has met the provisions for annual post audit of its
financial accounts in accordance with law; and
(vii) certified to the FDOR that it has complied with certain procedures regarding the
establishment of the ad valorem tax millage of the county or municipality as required by
law.
Although the Sales Tax Act does not impose any limitation on the number of years during which
county or municipality may receive distributions of the Half -Cent Sales Tax Revenues from the
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Half -Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years
imposing additional requirements of eligibility for counties and municipalities participating in the lfalf-
Cent Sales Tax Revenues, or the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes,
may be revised. To be eligible to participate in the Trust Fund in future years, the County must comply
with the financial reporting and other requirements of the Sales Tax Act. Otherwise, the County would
lose its Half -Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of
noncompliance" by FDOR. The County has always maintained eligibility to receive the Sales Tax
Revenues.
Half -Cent Sales Tax Revenues collected within a county and deposited in the Half -Cent Sales Tax
Trust Fund are distributed among such county and the eligible municipalities therein in accordance with
the following formula:
County's share
(expressed as a
percentage of total =
Half -Cent Sales Tax
Revenues)
Each municipality's
share (expressed as a =
percentage of Half -
Cent Sales Tax
Revenues)
unincorporated
county +
population
2/3 of the
incorporated
county population
total
2/3 of the
county +
incorporated
population
county population
municipality population
total
2/3 of the
county +
incorporated
population
county population
The amount of the Half -Cent Sales Tax revenues distributed to the County may be adversely
affected by the incorporation of new municipalities in the unincorporated areas of the County and the
annexation of unincorporated areas of the County by the municipalities within the County. Such
incorporation and /or annexation would decrease the number of addresses contained within the
unincorporated areas of the County.
State Revenue Sharine
A portion of the taxes levied and collected by the State is shared with local governments under
provisions of Chapter 218.215, Florida Statutes. To be eligible for State Revenue Sharing funds, a local
government must have:
(i) reported its finances for its most recently completed fiscal year to the FDFS as required
by Florida law;
(ii) made provisions for annual post audits of financial accounts in accordance with
provisions of law;
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special millages authorized by the voters, to produce the
revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973
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taxable values or, in order to produce revenue equivalent to that which would otherwise
be produced by such three (3) mill ad valorem tax, to have received a remittance from the
county pursuant to a municipal services benefit unit, collected an occupational license
tax, utility tax, or ad valorem tax, or have received revenue from any combination of
those four sources;
(iv) certified that persons in its employ as law enforcement officers meet certain qualifications
for employment, and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment qualifications
and are eligible for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the general
budget of such county or municipality has met the provisions for annual post audit of its
financial accounts in accordance with law, and
(vii) certified to the Florida Department of Revenue that it has complied with certain
procedures regarding the establishment of the ad valorem tax millage of the county or
municipality as required by law.
Eligibility is retained if the local government has met eligibility requirements for the previous
three years, even if the local government reduces its millage or utility taxes because of the receipt of State
Revenue Sharing funds.
The amount of the State Revenue Sharing Trust Fund distributed to a county is calculated using a
formula consisting of the following equally weighted factors: county population, unincorporated county
population and county sales tax collections. A county's population factor means a county's population
divided by the total population of all eligible counties in the State. The unincorporated county
population factor means the county's unincorporated population divided by the total unincorporated
population of all eligible counties in the State. A county's sales tax collections factor means that county's
sales tax collections during the preceding year divided by the total sales tax collections during the same
period for all eligible counties in the State. Funds are wired monthly by the FDOR.
Each eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds,
known as the "guaranteed entitlement' and the "second guaranteed entitlement," the first of which is
correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible
property in the State fiscal year 1971 -1972 and the second of which is correlated to the amount received
by such county in State fiscal year 1981 -1982 from the then - existing tax on cigarettes and intangible
personal property, less the guaranteed entitlement. The funds remaining in the Revenue Sharing Trust
Fund after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are
referred to as "growth monies" that are further distributed to eligible counties (the "Growth Monies ").
There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed
Entitlement or the Growth Monies revenues, however there are restrictions on the amount of funds that
can be pledged for bond indebtedness. Counties are allowed to pledge the Guaranteed Entitlement and
the Second Guaranteed Entitlement revenues. Counties can assign, pledge, or set aside as a trust for the
payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent
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of the State Revenue Sharing Funds (including Growth Monies) received by it in the prior State fiscal
year.
To be eligible to participate in State Revenue Sharing in future years, the County must comply
with certain eligibility and reporting requirements. If the County fails to comply with such requirements,
the FDOR may utilize the best information available to it, if such information is available, or take any
necessary action including disqualification, either partial or entire, and the County shall further waive
any right to challenge the determination of the FDOR as to its distribution, if any.
Licenses, Permits and Impact Fees
These are revenues derived from the issuance of local professional, occupational, and other
licenses. Included in this category are impact fees. Impact fees are charged on new construction and
must be used for growth related capital expansion.
Charges for Services
Revenues resulting from a local unit's charges for services are reflected in this category and
include those charges received from private individuals or other governmental units. The following
functional areas include such charges:
(i)
General government;
(ii)
Public safety;
(iii)
Physical environment;
(iv)
Transportation;
(v)
Economic environment;
(vi)
Human services; and
(vii)
Culture and recreation.
Fines and Forfeitures
Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory
offenses, violation of lawful administrative rules and regulations, and for neglect of official duty.
Forfeitures include revenues resulting from parking and court fines.
Interest
This category includes interest earned on County investments. As the economy slows, the
amount of interest received by the County is negatively impacted.
Miscellaneous Revenues
This category includes a variety of revenues including:
(i)
Rents and royalties;
(ii)
Disposition of fixed assets;
(iii)
Contributions and donations;
(iv)
Insurance proceeds, and
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(v) Other miscellaneous revenue
The following table represents the County's determination of non -ad valorem revenues for the
County's fiscal years ending September 30, 2004 through September 30, 2009 (excludes non -ad valorem
revenues of the County which are not legally available to pay debt service on the Series 2010 Bonds).
Certain of such revenues may heretofore or hereinafter be specifically pledged to secure other
indebtedness by the County. Any such debt would be payable from such specific revenue sources prior
to payment of debt service on the Series 2010 Bonds. Such table is not intended to represent revenues of
the County which would necessarily be available to pay debt service on the Series 2010 Bonds, however
they are an indication of the relative amounts of non -ad valorem revenues of the County which may be
available for the payment of principal of and interest on the Series 2010 Bonds taking into account general
government expenditures. Certain categories may cease to exist altogether and new sources may come
about from time to time.
[Remainder of page intentionally left blank]
)25694/001/00435889.DOCv3) 20
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COLLIER COUNTY
OTHER OBLIGATIONS PAYABLE FROM NON -AD VALOREM REVENUES
The County has other debt issues outstanding which are secured by and payable from specific
non -ad valorem revenues (excluding gas taxes and net revenues of the water and sewer enterprise fund,
neither of which are legally available to pay debt service on the Series 2010 Bonds). Such indebtedness is
summarized below:
Maximum
Amount Annual Debt
Description Source of Sec_ u�iity Outstanding(') Final Maturity Service(2)
Capital Improvement Half -Cent Sales Tax $27,740,000 10/01/2016 $3,860,853
Revenue Bonds, Series 2002
Capital Improvement and Half -Cent Sales Tax $36,910,000 10/01/2033 $3,018,444
Refunding Revenue Bonds,
Series 2003
Capital Improvement and Half -Cent Sales Tax $143,635,000 10/01/2035 $12,701,019
Refunding Revenue Bonds,
Series 2005
TOTALS(3): $208.285,000
(1) The amount outstanding on each bond issue is calculated as of May 31, 2010.
(2) Maximum Annual Debt Service is calculated on a fiscal year basis.
(3) The County's $59,893,000 of Pooled Commercial Paper Loans are not included in this table
because the County intends to refinance such debt with proceeds of the Series 2010 Bonds.
Since there is no lien on the Non -Ad Valorem Revenues in favor of the Holders of the Series 2010
Bonds, the exercise of remedies by the holders of the other obligations heretofore or hereafter issued
which are payable from Non -Ad Valorem Revenues may result in the payment of debt service on any
such obligations prior to the payment of debt service on the Series 2010 Bonds.
CERTAIN FINANCIAL MATTERS
Financial and Operating Plan (Budget) and Capital Improvement Planning Policy
The County's budget is adopted by the Board no later than September 30th of each year, and the
County's budget has consistently received the Government Finance Officers Association of the United
States and Canada ( "GFOA ") Certificate of Achievement for its budget presentations since the County
began participation in the program in 1988. The County utilizes the following procedures in establishing
the budgetary data reflected in its financial statements:
1. Prior to October 1,t, the County prepares a proposed operating budget for the subsequent
fiscal year. The operating budget includes proposed expenditures and the means of financing them.
125694/001/00435889.DOCv31 22
16F1
2. Public hearings are conducted to obtain taxpayer comments.
3. Prior to October 1st, the budget is legally adopted through passage of a resolution.
4. Formal budgetary integration is employed as a management control device during the
year for the County funds.
5. Budgets for all County funds are adopted on a basis consistent with generally accepted
accounting principles.
6. Expenditures may not legally exceed budgeted appropriation at the fund level.
The County maintains a five -year Capital Improvement Program which is updated annually in
connection with the adoption of the budget. Proposed projects are prioritized and funds are allocated to
projects according to their order of priority. The 5 -year strategic capital plans which are part of the policy
coordinate capital needs and the impact of those capital needs on operating budgets.
Financial Reporting and Annual Audit
The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the
County for its comprehensive annual financial report ( "CAFR ") in each year since the County began
participation in the program in 1986.
Florida law requires that an annual audit of each county's accounts and records be completed by a
firm of independent certified public accountants retained and paid for by such county. Ernst and Young
prepared the audit for the fiscal year ended September 30, 2009. The audit report for the fiscal year ended
September 30, 2009, appears as APPENDIX C attached hereto.
General Fund and MSTD General Fund
The General Fund and the MSTD General fund are the general operating funds of the County.
They account for all financial resources except for those required to be accounted for in another fund.
The largest source of revenue in these funds are ad valorem taxation (ad valorem taxes have not been
pledged to secure the Series 2010 Bonds which means that the County cannot be compelled to levy ad
valorem taxes in order to pay debt service on the Series 2010 Bonds). Revenues deposited in the General
Fund and the MSTD General Fund do not directly correspond to the Non -Ad Valorem Revenues from
which debt service on the Series 2010 Bonds is payable as some General Fund and MSTD General Fund
revenues are not legally available to pay debt service on the Series 2010 Bonds. Operations are removed
from the General Fund and the MSTD General Fund only when they are deemed to be true enterprise
operations.
Although the Series 2010 Bonds are not payable from ad valorem taxation, approximately 76.75%
of General Fund and MSTD General Fund revenues which are collected by the County come from ad
valorem taxes. To the extent that the future collection of ad valorem tax revenues or non -ad valorem
revenues is adversely affected, a larger portion of non -ad valorem revenues would be required to balance
the budget and provide for the payment of services and programs which are for essential public purposes
affecting the health, safety and welfare of the inhabitants of the County or which are mandated by
applicable law.
t25694/001/00435889.DOCv3l 23
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The following chart shows information regarding the General Fund and the MSTD General Fund,
and does not include the Capital Projects Funds, for the County's fiscal years ending September 30, 2004
through September 30, 2009:
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125694/001/00435889.DOCv31 24
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While the table above is not intended to represent revenues of the County which would
necessarily be available to pay debt service on the Series 2010 Bonds, they are an indication of the relative
amounts of legally available non -ad valorem revenues of the County which may be available for the
payment of principal of and interest on the Series 2010 Bonds taking into account general governmental
expenditures. The ability of the County to appropriate Non -Ad Valorem Revenues in sufficient amounts
to pay the principal of and the interest on the Series 2010 Bonds is subject to a variety of factors, including
the County's responsibility to provide for the payment of services and programs which are for essential
public purposes affecting the health, safety and welfare of the inhabitants of the County or which are
mandated by applicable law and the obligation of the County to have a balanced budget. No
representation is being made by the County that any particular non -ad valorem revenue source will be
available in future years, or if available, will be budgeted to pay debt service on the Series 2010 Bonds.
Continued consistent receipt of non -ad valorem revenues is dependent upon a variety of factors,
including formulas specified under Florida law for the distribution of certain of such funds which taken
into consideration the ratio of residents in unincorporated areas of the County to total County residents.
Aggressive annexation policies by municipalities in the County or greater growth in the incorporated
areas of the County as compared to unincorporated areas could have an adverse effect on non -ad
valorem revenues. The amounts and availability of any of the non -ad valorem revenues to the County
are also subject to change, including reduction or elimination by change of State law or changes in the
facts or circumstances according to which certain of the non -ad valorem revenues are allocated. In
addition, the amount of certain of the non -ad valorem revenues collected by the County is directly related
to the general economy of the County. Accordingly, adverse economic conditions could have a material
adverse effect on the amount of non -ad valorem revenues collected by the County. The County may also
specifically pledge certain of the non -ad valorem revenues or covenant to budget and appropriate legally
available non -ad valorem revenues of the County to future obligations that it issues. In the case of a
specific pledge, such non -ad valorem revenues would be required to be applied to such obligations prior
to paying the principal of and interest on the Series 2010 Bonds.
Classification of Local Government Expenditures
The County classifies its expenditures in accordance with the Uniform Accounting System
devised by the FDFS.
General government expenditures arise from operations of legislative, judicial and administrative
activities of the local government. These costs are related to operations of the Board, the County
Administrator's office, comprehensive planning, financial operations, legal expenses, court services and
other general government services.
Public safety expenditures reflect all costs provided to achieve a satisfactory living environment
for the community and its citizens which include expenditures for the County's Sheriff and fire
department operations, as well as emergency disaster relief services and protective inspections.
Physical environment expenditures relate to the County's conservation and natural resource
management efforts.
Transportation expenditures generally reflect the costs of roads, bridges and streets.
125694/001/00435889.DOCv31 27
16F1
Economic environment expenditures include the costs of providing economic development
activities, housing opportunities and related programs, and other activities intended to raise the
economic status of the citizenry.
Human services expenditures reflect the County's activities related to the care treatment and
control of mental and physical illness and similar services.
Culture and recreation expenditures include the County's costs of operating parks and recreation
facilities and of offering special events, cultural services and programs and similar services.
Capital outlay expenditures include expenditures which result in the acquisition of, or addition to,
fixed assets such as buildings, land and roads.
Debt service expenditures are used to account for principal and interest payments on local
government debt.
RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS
County OPEB
General
In accordance with Section 112.0801, Florida Statutes, the County provides post retirement health
care to all employees who retire from the employ of the County. This is administered via a single -
employer defined benefit healthcare plan (the "Plan"). In most cases, the retiree pays 100% of the
premium cost for the retiree to participate in the County's insurance program. As a rule, the cost of
health care increases with age. Thus age- adjusted healthcare premiums for active employees can
normally be expected to be less than age- adjusted premiums for retirees. When a single premium is
established for both active employees and retirees, the retiree benefits from a lower premium.
Governmental Accounting Standards Board ( "GASB ") Statement No. 45 describes such an arrangement as
an implicit rate subsidy and mandates that any retiree savings be treated as OPEB even though the
employer makes no payments directly on behalf of retirees. The Plan provides healthcare benefits
including medical coverage, prescription drug benefits, vision care, dental care and life insurance
coverage to both active and eligible retired employees. Eligibility for participation in the Plan is limited
to full time employees of the County, employees who are active participants in the Plan at the time of
retirement, who retire and are either vested with the Florida Retirement System ( "FRS "), are vested in the
FRS and are age 62, have 30 years of creditable service before age 62, or meet alternative criteria if
disabled or a member of a Special Risk Class. Surviving spouses or dependents of participating retirees
may continue in the Plan if eligibility criteria specific to those classes are met. In an open session, the
County approves the Plan rates for the enrollment period, and may amend the Plan with changes to the
benefits, premiums and /or levels of participant contribution at any time. In addition, the Board offers an
OPEB Plan that subsidizes the cost of health care for its retirees who have at least 60% of eligible accrued
sick leave remaining at the time of retirement and have completed 15 years of continuous service with the
Board. In addition, the retiree must retire from the County, be at least 55 years of age or have completed
30 years of service under the Florida Retirement System (FRS) and be eligible to receive an FRS benefit
with no break in time. Such employees are eligible to receive a 50% to 100% subsidy toward the cost of
coverage under the active plan. The Tax Collector offers an OPEB plan that subsidizes 100% the cost of
125694/001/00435889.DOCv31 28
WIN
health care for employees with 10 years of service, between the ages of 54 and 64 and who exchange 800
hours of sick leave at retirement. The Plan does not issue a separate financial report.
In 2009 Board employees meeting certain eligibility requirements were offered access to a
Voluntary Separation Incentive Program (VSIP). The requirements for eligibility were that the employee
had to be eligible to retire without penalty under FRS. Eligible employees had three options under VSIP.
Option 1: Medical and dental coverage for a period of three years, with employee enrollment in
the plans as of the date the election is made. If the employee has waived coverage, the employee will be
enrolled in the $500 deductible medical plan and basic dental plan at the single coverage level. The Board
will cover costs including both the employer and employee portions of the medical and dental premiums
during the coverage period.
Option 2: Employee receives a cash incentive in lieu of three years of medical and dental
benefits. The employee will receive a cash payment equivalent to 50% of the average value of three years'
medical and dental plan premiums, less applicable payroll taxes.
Option 3: Employee receives medical and dental benefits until they reach age 65 with a cash
incentive for remaining months under the plan. The employee is enrolled in the plans as of the date the
election is made. If the employee has waived coverage, the employee will be enrolled in the $500
deductible medical plan and basic dental plan at the single coverage level. The Board will cover costs
including both the employer and employee portions of the medical and dental premiums during the
coverage period. As of the first of the month following the date when an employee reaches age 65, the
employee will be entitled to receive a one -time cash payment equivalent to 50% of the average monthly
value of the medical and dental plan premiums, less applicable payroll taxes, for the remaining months in
which the employee is eligible to participate under the plan.
At September 30, 2009, the date of the latest actuarial valuation, plan participation consisted of:
Primary Government
Active Plan Participants 2,261
Retirees and Beneficiaries Receiving Benefits 100
Total Membership 2,361
Funding Policy
The County has not authorized a Qualifying Trust or Agency Fund for its' OPEB liability.
The County does however have the authority to establish and amend a funding policy. For the fiscal year
ended September 30, 2009, the County contributed $658,599 to the OPEB Plan.
Annual OPEB Cost, Net OPEB Obligation and Accrued Actuarial Liability Amount
The County's annual cost (expense) for OPEB is calculated based on the ARC an amount
actuarially determined in accordance with GASB Statement No. 45. The ARC represents a level of
funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize
any unfunded actuarial liability over a period not to exceed 30 years. As of the September 30, 2009
actuarial valuation date, the County's Net OPEB obligation was $355,020 and its unfunded accrued
125694/001/00435889.DOCV31 29
16F
actuarial liability ( "UAAL ") was $5.8 million, all of which was unfunded. The covered payroll (annual
payroll of active employees covered by the OPEB Plan) was $164.9 million, and the ratio of the unfunded
actuarial accrued liability to covered payroll was 3.5 %.
Sheriff's OPEB
General
The Sheriff offers an OPEB Plan that subsidizes the cost of health care for its retirees who have six
years of creditable service with the Sheriff and who receive a monthly retirement benefit from the FRS.
The Sheriff subsidizes approximately 20% for single coverage and 21% for family coverage for qualifying
individuals. Additionally, in accordance with Section 112.0801., Florida Statutes, Sheriff's employees who
retire and immediately begin receiving benefits from the FRS have the option of paying premiums to
continue in the Sheriff's health insurance plan at the same group rate as for active employees. The plan
does not issue a publicly available financial report.
Beginning in 2009, employees meeting certain eligibility requirements were offered an Early
Voluntary Separation Program. Eligibility requirements were that the employee had to be eligible to
retire without penalty under FRS or have 20 years of service with the Sheriffs Office, have a specified
base salary and meet the requirements for retirement in good standing. In addition, employees had to
meet the eligibility requirements between April 17, 2009 and retire no later than May 11, 2009. Employees
who met the eligibility requirements prior to April 17, 2009 and September 30, 2009 could choose to retire
between two weeks after the final date and September 28, 2009. Eligible employees had the following
options:
Option 1: Medical coverage for a period of three years at no more than the current coverage
level. If the employee had waived coverage, he /she would be eligible for single coverage.
Option 2: A combination of insurance coverage and a cash payment.
Employee could then supplement with the conversion of 100% of accumulated sick leave to
additional coverage beyond the three year period.
At September 30, 2009, the date of the latest actuarial valuation, Sheriff plan participation
consisted of:
Sheriff
OPEB Plan Participants 1,319
Retirees Receiving Benefits 92
Total Membership 1,411
Funding Policy
The Sheriff has the authority to establish and amend funding policy. For the year ended
September 30, 2009, the Sheriff contributed $876,138 to the OPEB Plan. No trust or agency fund has been
established for the plan.
125694/001/00435889.DOCv3l 30
16F1
Annual OPEB Cast and OPEB Obligation
The annual cost of the Sheriffs OPEB Plan is calculated based on the Annual Required
Contribution (ARC), an amount actuarially determined in accordance with the parameters of GASB
Statement No. 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to
cover the normal cost each year and amortize any unfunded actuarial liability over a period not to exceed
30 years.
The contributions made for the 2009 fiscal year were 65% of the annual OPEB cost. Information
for the two preceding fiscal years is not available as GASB Statement No. 45 was implemented this fiscal
year. As of September 30, 2008 actuarial valuation date, the OPEB Plan was 0.0% funded, the actuarial
accrued liability for benefits was $9,354,088, and the actuarial value of assets was $0, resulting in an
unfunded actuarial accrued liability (UAAL) of $9,354,088. As of the September 30, 2009 actuarial
valuation date, the OPEB Plan was 0.0% funded, the actuarial accrued liability benefits was $14,171,709,
and the actuarial value of assets was $0, resulting in a UAAL of $14,171,709. The covered payroll (annual
payroll of active employees covered by the OPEB Plan) was $123.3 million, and the ratio of the UAAL to
the covered payroll was 11.5 %.
FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM
By voter referendum held on November 3, 1992, Article VII, Section 4 of the Florida Constitution
was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of
homestead property to the lesser of (1) three percent of the assessment for the prior year or (2) the
percentage change in the Consumer Price Index for all urban consumers, U. S. City Average, all items
1967 =100, or successor reports for the preceding calendar year as initially reported by the United States
Department of Labor, Bureau of Labor Statistics. Further, the amendment provides that (1) no
assessment shall exceed just value, (2) after any change of ownership of homestead property or upon
termination of homestead status such property shall be reassessed at just value as of January 1 of the year
following the year of sale or change of status, (3) new homestead property shall be assessed at just value
as of January 1 of the year following the establishment of the homestead, and (4) changes, additions,
reductions or improvements to homestead shall initially be assessed as provided for by general law, and
thereafter as provided in the amendment. This amendment is known as the "Save Our Homes"
amendment. The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the
Florida Supreme Court, it began to affect homestead property valuations commencing January 1, 1995,
with 1994 assessed values being the base year for determining compliance.
In the 1994 general election, Florida voters approved an amendment to the Florida Constitution
which is commonly referred to as the "Limitation On State Revenues Amendment." This amendment
provides that state revenues collected for any fiscal year shall be limited to state revenues allowed under
the amendment for the prior fiscal year plus an adjustment for growth. Growth is defined as an amount
equal to the average annual rate of growth in Florida personal income over the most recent twenty
quarters times the state revenues allowed under the amendment for the prior fiscal year. State revenues
collected for any fiscal year in excess of this limitation are required to be transferred to a budget
stabilization fund until the fund reaches the maximum balance specified in the amendment to the Florida
Constitution, and thereafter is required to be refunded to taxpayers as provided by general law. The
limitation on state revenues imposed by the amendment may be increased by the Legislature, by a two -
thirds vote in each house.
125694/001/00435889.DOCV3l 31
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The term "state revenues," as used in the amendment, means taxes, fees, licenses, and charges for
services imposed by the legislature on individuals, businesses, or agencies outside state government.
However, the term "state revenues" does not include: (1) revenues that are necessary to meet the
requirements set forth in documents authorizing the issuance of bonds by the State; (2) revenues that are
used to provide matching funds for the federal Medicaid program with the exception of the revenues
used to support the Public Medical Assistance Trust Fund or its successor program and with the
exception of State matching funds used to fund elective expansions made after July 1, 1994, (3) proceeds
from the State lottery returned as prizes; (4) receipts of the Florida Hurricane Catastrophe Fund; (5)
balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed
by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges
for services required to be imposed by any amendment or revision to the State Constitution after July 1,
1994. This amendment took effect on January 1, 1995, and was first applicable to the State's fiscal year
1995 -96. Whether the limitation will have practical impact in the future is not known. To the extent Non -
Ad Valorem or any portion thereof constitute .state revenues" which are subject to and limited by the
Limitation on State Revenues Amendment, the future distribution of increases in such Non -Ad Valorem
Revenues or any portion thereof to the County may be adversely affected by the Limitation on the State
Revenues Amendment.
The Florida Legislature recently initiated a substantial review and reform of Florida's property
tax structure. During a special legislative session that ended on June 14, 2007, the Florida Legislature
adopted Chapter 2007 -321, Laws of Florida, a property tax plan which may significantly impact ad
valorem tax collections for Florida local governments. One component of the adopted legislation required
counties, cities and special districts to rollback their millage rates for the 2007 -08 fiscal year to a level that,
with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in
fiscal year 2006 -07; provided, however, depending upon the relative growth of each local government's
own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after
first reducing 2006 -07 ad valorem tax revenues by zero to nine percent (0% to 9 %). In addition, the
legislation limits how much the aggregate amount of ad valorem tax revenues may increase in future
fiscal years. School districts are not required to comply with these particular provisions of the legislation.
A local government may override certain portions of these requirements by a supermajority, and for
certain requirements, a unanimous vote.
The County fell into the 9% ad valorem tax revenue reduction category. As a result, the County's
General Fund millage rate was reduced from 3.5790 mills in fiscal year 2006 -07 to 3.1469 mills in fiscal
year 2007 -08. The County's general millage rate remained the same for the fiscal year 2008 -09. While the
constitutional amendments which passed on January 29, 2008 did not impact the County's fiscal year
2007 -08 budget, they did have an impact on the approach the County took to formulate the budget for
fiscal year 2008 -09 and beyond. On September 24, 2009, the Board adopted a General Fund millage rate
of 3.5645 for fiscal year 2009 -10 which is equal to the millage rate which was adopted by the Board for the
previous fiscal year.
In addition to these rollbacks, on October 29, 2007, the Florida Legislature adopted a tax reform
package that includes Senate Joint Resolution 2D, Senate Bill 4D (an implementing bill) and Senate Bill
6D, a special election bill. The Joint Resolution 2D required approval by Florida voters, which occurred
on January 29, 2008. Such approval enacted the following ad valorem tax reforms: (1) an exemption of
an additional $25,000 of the assessed value of homestead property (to be applied on the assessed value
between $50,000 and $75,000) (provided however, this reform does not apply to school boards); (2) a cap
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of 10 percent on yearly assessment increases on non - homestead residential and commercial property
(provided however, this reform does not apply to school boards); (3) portability of the three percent cap
on homestead residential property, up to $500,000, when relocating to a new home in the state, and (4) a
$25,000 exemption from the tangible personal property tax. The 10 percent cap began affecting
assessments beginning on January 1, 2009. All other reforms took effect retroactive to January 1, 2008.
Although no further action is required on the part of the Florida Legislature to implement these
amendments, a lawsuit challenging the constitutionality of at least part of the amendments was filed
prior to the January 2008 referendum approval by the voters. In Bruner v. Hartsfield filed in the Circuit
Court in and for Leon County, Florida in November 2007, new Florida homestead owners (having paid
ad valorem taxes for the past four years) filed a class action lawsuit challenging the constitutionality of
the State statute which limits the increases in assessed just value of homestead property to the lesser of (a)
3% of the assessment for the prior year or (b) the percentage change in the Consumer Price Index for all
urban consumers, U.S. City Average, all items 1967 =100, or successor reports for the preceding calendar
year as initially reported by the United States Department of Labor, Bureau of Labor Statistics (referred to
as "Save Our Homes ") and the portability provision. The lawsuit alleges that Save Our Homes constitutes
an unlawful residency requirement for tax benefits on substantially similar property, in violation of the
State Constitution's Equal Protection provisions and the Privileges and Immunities Clause of the
Fourteenth Amendment to the United States Constitution. The lawsuit argues that the portability
provision simply extends the unconstitutionality of the tax shelters granted to long -term homeowners by
Save Our Homes. The lawsuit requests a declaration of the unconstitutionality of both provisions and
injunctive relief preventing continued application of those provisions. On October 27, 2008, the Circuit
Court dismissed with prejudice the Complaint. The plaintiff appealed to the First District Court of
Appeals. On November 17, 2009, the First DCA upheld the trial court's ruling and ruled that the Save
Our Homes portability provisions are constitutional. The plaintiff has appealed this decision to the
Florida Supreme Court.
On October 18, 2007, the same Circuit Court in and for Leon County, Florida, in Lanning v.
Pilcher, a case filed by out -of -state residents challenging the constitutionality of the Save Our Homes
assessment cap, rejected the plaintiffs arguments that the Save Our Homes assessment cap violates either
the Commerce Clause or the Privileges and Immunities Clause of the U.S. Constitution or the Equal
Protection Clause of either the U.S. or State Constitutions and dismissed the plaintiffs' allegations with
prejudice. The Lannine Court noted that its decision was limited to the plaintiffs' complaints regarding
the Save Our Homes assessment cap. The plaintiff appealed to the First District Court of Appeals.
On August 26, 2009, the First District Court of Appeals upheld the lower court and ruled that the Save
Our Homes assessment cap is constitutional. The plaintiff has appealed this decision to the Florida
Supreme Court.
One or more lawsuits similar to Lanning v. Pilcher have been filed against other defendants in
the State. The allegations and relief requested by the plaintiffs in each of these cases are very similar,
except that the portability provision was not challenged in Lanning v. Pilcher since the case was filed
prior to the approval of the amendments implementing portability. As noted above, the Circuit Court
rejected such arguments in Lanning v. Pilcher with similarly situated plaintiffs.
In addition to the legislative activity described above, the constitutionally mandated Florida
Taxation and Budget Reform Commission (required to be convened every 20 years) (the "Commission ")
completed its meetings on April 25, 2008 and placed several constitutional amendments on the
November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of
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Florida, which will, among other things, do the following: (a) allow the Legislature, by general law, to
exempt from assessed value of residential homes, improvements made to protect property from wind
damage and installation of a new renewable energy source device; (b) assess specified working
waterfront properties based on current use rather than highest and best use; (c) beginning in 2010,
provide property tax exemption for real property that is perpetually used for conservation; and, for land
not perpetually encumbered, require the Legislature to provide classification and assessment of land use
for conservation purposes solely on the basis of character or use.
In May 2009, the Florida Legislature passed SB 532 which proposes a statewide referendum
placed on the November 2010 general election ballot for two measures: (i) an additional homestead
exemption for first -time homebuyers; and (ii) a 5% assessment limitation on all commercial and non-
homestead, residential property. The additional homestead exemption for first -time homebuyers, which
would apply to anyone who has not owned a principal residence in Florida during the previous eight
years, provides an exemption of 25% of the just value of the property up to $100,000. The exemption is
then reduced each year thereafter by 20% of the difference between the capped value and the just value,
whichever is greater, until the assessment on the just value is attained. The first -time homebuyers'
exemption, if approved by voters, would be available for properties purchased on or after January 1, 2010
and would take effect on January 1, 2011. The Florida Constitution currently provides a 10% limitation
over the prior year's assessment value on all commercial and non- homestead, residential property.
Therefore, if approved by voters, the referendum proposed by SB 532 would not allow commercial and
non - homestead, residential property to be assessed at a value greater than 105% of the prior year's
assessed value. The commercial and non - homestead, residential property assessment cap would take
effect January 1, 2011.
Additionally, the Florida Legislature also adopted HB 833 in May 2009, which provides an
additional homestead exemption for deployed military personnel. The exemption would equal the
percentage of days during the prior calendar year that the military homeowner was deployed outside of
the United States in support of military operations designated by the legislature. This measure also
requires approval of Florida voters at the November 2010 General Election. If this measure is approved
by the voters, it would take effect January 1, 2011.
At the present time, it is impossible to predict the likelihood of such referenda being approved by
Florida voters or, if approved, the impact these measures would have on the County's financial condition.
Non -Ad Valorem Revenues do not include ad valorem tax revenues. However, pursuant to
the Resolution, funding requirements for essential governmental services of the County must be satisfied
prior to budgeting and appropriating Non -Ad Valorem Revenues for the payment of the Series 2010
Bonds and other obligations payable from Non -Ad Valorem Revenues. Ad valorem revenues have
historically been used in part by the County to pay for services and programs which are for essential
public purposes affecting the health, safety and welfare of the inhabitants of the County. Therefore, a
decrease in ad valorem tax revenues may in turn increase the amount of Non -Ad Valorem Revenues
required to fund such services and programs and thereby reduce the amount of Non -Ad Valorem
Revenues available to be budgeted and appropriated to satisfy the obligations of the County under the
Resolution.
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ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 2010 Bonds, together with other legally
available moneys of the County, are expected to be applied as follows:
SOURCES OF FUNDS:
Par Amount of Series 2010 Bonds ...................................... ............................... $
Plus: Net Original Issue Premium ..................................... ...............................
Plus Other Legally Available Funds .................................. ...............................
TOTALSOURCES ......................... ..................................................................... $
USES OF FUNDS:
Costs of IssuanceM ................................................................ ...............................
TOTALUSES ........................................................................ ............................... $
Includes [Financial Guaranty Insurance Policy premium,] underwriter's discount, and legal
financial advisory fees and expenses.
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DEBT SERVICE SCHEDULE
The following table sets forth the annual debt service schedule for the Series 2010 Bonds.
Fiscal Year
Ending Total
September 30 Principal Interest Debt Service
TOTAL $ $ $
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[TO COME]
FINANCIAL GUARANTY INSURANCE
INVESTMENT POLICY
16F1
The moneys held in the funds and accounts under the Resolution may only be invested in
Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently
governed by the provisions of the County's Investment Policy, established by the Board under Section
218, Florida Statutes. The policy authorizes investment of surplus public funds in the permitted
investments described in Section 218.415, Florida Statutes.
Pursuant to resolution, the Clerk of the Circuit Court (the "Clerk ") administers to the investment
policy for investment of such surplus funds. The investment policy establishes guidelines as to the type,
maturity, composition and risk relating to the County's investment portfolio.
Permitted investments pursuant to such investment policy include the following:
1. Florida Local Government Surplus Trust Fund (State Board of Administration ( "SBA "));
2. US Government Securities - Direct Obligations;
3. US Federal Agencies - Backed by Full Faith and Credit of US Government;
4. US Federal Instrumentalities - US Federal Agency Securities Not Backed by Full Faith
and Credit of US Government, except for Student Loan Marketing Association;
5. Certificates of Deposit - Collateralized with US Government Securities or Federal
Agencies;
6. Repurchase Agreements;
7. Fixed Income Mutual Funds - Collateralized with US Government Securities or Federal
Agencies;
8. Domestic Bankers Acceptances - Rated "AA" or higher, and inventory based;
9. Prime Commercial Paper - Rated "A -1" and "P -1;"
10. Tax - Exempt Obligations - Rated "AA" or higher and issued by state or local governments;
11. Now Account - Fully collateralized in accordance with Chapter 280, Florida Statutes
(limited to Depository Bank /Concentration Bank);
12. Variable Rate Securities only if the rate is a straight floating rate that is set in a direct, as
opposed to inverse, relationship to a single index; and
13. Mortgage Securities (CMOs) only if they are:
a. Issued by US Federal Agencies or US Federal Instrumentalities,
b. Pass the Federal Financial Investment Examination Council (FFIEC) test at time
of purchase, and
C. Have an average life of seven (7) years or less and have an absolute final
maturity of no more than fifteen (15) years at zero PSA. The term "zero PSA"
means that all interest and principal payments are guaranteed to be made by the
stated final maturity assuming no prepayments.
Specifically prohibited investments include the following:
1. Interest only strips of mortgaged backed securities;
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2. Leveraged bonds;
3. Structured notes or financings other than mortgage securities that meet the provisions of
the investment policy (permit callable and step up coupons);
4. Variable rate securities that set a rate based on an inverse relationship to an index; and
5. Variable rate debt that sets a rate based on more than a single index.
The objective of the investment policy is to match investment cash flow and maturity with known
cash needs and anticipated cash flow requirements (i.e., match assets to liabilities) to the extent possible.
Investment of funds shall have final maturities of not more than five (5) years, except for:
1. SBA - no stated final maturity;
2. Certificates of Deposit - 1 Year;
3. Repurchase Agreements - 90 Days;
4. Bankers Acceptances - 180 Days;
5. Prime Commercial Paper - 180 Days;
6. Fixed Income Mutual Funds - no stated final maturity. However, underlying US
Government Securities and Federal Agencies have average maturity of 1 year;
7. Mortgage Securities - average life of 7 years or less and have an absolute final maturity of
no more than 15 years at zero PSA; and
8. US Government Securities and Federal Agencies deposited into an escrow account in
connection with the refunding of a County bond issue can have a final maturity of more
than 5 years.
Mortgage securities shall not be used to match liabilities that are reasonably definable as to
amount and disbursement date. Mortgage securities can only be used to invest funds associated with
reserves or liabilities that are not associated with a specifically identified cash flow schedule. Mortgage
securities can be used to prudently enhance the return on the portfolio.
Any and all exceptions to the investment policy require a vote of the majority of Board.
Furthermore, the Board may revise the aforementioned investment policy from time to time.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Series 2010 Bonds are subject to an
approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose
approving opinion (a form of which is attached hereto as "APPENDIX E - Form of Opinion of Bond
Counsel ") will be available at the time of delivery of the Series 2010 Bonds. The actual legal opinion to be
delivered by Bond Counsel may vary from that text if necessary to reflect facts and law on the date of
delivery. Such opinion will speak only as of its date, and subsequent distribution of it by recirculation of
this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or
expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date.
Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy,
completeness or sufficiency of this Official Statement or any other offering material relating to the Series
2010 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriter of the
Series 2010 Bonds (upon which opinion only the Underwriter may rely) relating to the fairness of the
presentation of certain statements contained herein under the heading 'TAX EXEMPTION' and certain
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statements which summarize provisions of the Resolution, the Series 2010 Bonds, and federal tax law,
and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series
2010 Bonds.
Certain legal matters will be passed upon by Jeffrey A. Klatzkow, Esq., County Attorney, and by
Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the County.
LITIGATION
[There is no pending or, to the knowledge of the County, any threatened litigation
against the County of any nature whatsoever which in any way questions or affects the validity of the
Series 2010 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or
delivery, or the adoption of the Resolution, or the pledge of the Limited Ad Valorem Taxes. Neither
the creation, organization or existence, nor the title of the present members of the Board, or other
officers of the County is being contested.
The Board has been named as a defendant in a lawsuit originally filed on January 10, 2003, in
the Circuit Court for the Twentieth Circuit, Collier County. The case is styled Century Development of
Collier County, Inc., et al. v. Jeb Bush, et al., Case No. 03- 0117 -CA. The suit, which also names the
individual members of the State of Florida Administration Commission as defendants, has been
brought by Century Development of Collier County, Inc., Joseph DeFrancesco, Ricardo A. Haylock
and Mildred Haylock, Francis D. Hussey, Mary Pat Hussey, and Anne Komfeld, as class
representatives for approximately 400 to 500 persons owning property in that area of the County
known as North Belle Meade. The plaintiffs seek monetary relief from the Board for the purported
inverse condemnation of property in North Belle Meade that allegedly results from the Board's
enactment of an ordinance and comprehensive plan amendments. The plaintiffs contend that the
ordinance and comprehensive plan amendments imposed a moratorium on the North Belle Meade
properties, the effect of which was a temporary deprivation of all or substantially all beneficial use of
such properties, including but not limited to certain mining rights. The plaintiffs did not identify in
the Complaint the amount of damages being sought. On February 24, 2004, both the County and the
Administration Commission filed motions to dismiss. The lawsuit was subsequently dismissed for
lack of prosecution and then was re -filed by the plaintiffs on September 8, 2004, as Case No. 03-0117 -
CA. On November 19, 2004, the County served a motion to dismiss the re -filed complaint. On or
about March 24, 2006, Case No. 04- 4341 -CA was also dismissed for lack of prosecution. Thus, it now
appears this litigation is concluded with no risk of liability. Regardless, in light of the fact that the
Holders of the Series 2010 Bonds have a first lien upon the Limited Ad Valorem Taxes of the County,
whether or not the plaintiffs are successful, any potential liability is not expected to affect the
County's ability to pay the principal and interest on the Series 2010 Bonds. For more information
about the Limited Ad Valorem Tax, see "SECURITY FOR THE BONDS" and "AD VALOREM
TAXATION herein.
The County Manager received approximately 558 purported claims under the Bert J. Harris, Jr.
Private Property Protection Act, Chapter 70, Florida Statutes, on or about July 21, 2004. These
purported claims, which may be filed, which in the aggregate allege over $220 million in damages,
potentially relate to the issues in the Century Development lawsuit as well as potential additional
issues concerning land use regulations imposed in approximately the same geographic area pursuant
to state law. At this preliminary stage, the County is reviewing these purported claims but is unable to
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predict whether the claims will lead to suits and whether, in such an event, any of the claims might be
successful or the potential extent of the County's ultimate liability. However, in light of the fact that
the Holders of the Series 2010 Bonds have a first lien upon the Limited Ad Valorem Taxes of the
County, whether or not claimants are successful in any suits which may be filed, any potential
liability is not expected to affect the County's ability to pay the principal and interest on the Series
2010 Bonds. For more information about the Limited Ad Valorem Taxes, see "SECURITY FOR THE
BONDS" and "AD VALOREM TAXATION" herein.
On May 1, 2006, Lodge Abbott Associates, LLC ( "Lodge Abbott ") served a purported Notice of
Claim to Collier County asserting alleged claims including claims under the Florida Constitution and
the Bert J. Harris Private Property Protection Act, Chapter 70, Florida Statutes. These alleged claims
purportedly arise out of the County's denial of a requested amendment to the Bald Eagle
Management Plan of a Planned Unit Development ( "PUD ") known as the Cocahatchee Bay PUD.
Lodge Abbott alleges it will suffer a loss in value to its property and related losses in excess of $239
million. No lawsuit has been commenced and the principal purported claim is still subject to certain
attempted settlement procedure required by the Bert Harris Act in Section 70.001(4)(c). At this very
preliminary stage, the County is reviewing these purported claims but is unable to determine whether
any of these claims might be successful if any lawsuit is ever filed. Nor is the County able at this very
early juncture to predict the extent of the County's potential liability, if any. However, in light of the
fact that the Holders of the Series 2010 Bonds have a first lien upon the Limited Ad Valorem Taxes,
whether or not Lodge Abbott is successful in any future litigation, any possible liability is not
expected to affect the County's ability to pay the principal and interest on the Series 2010 Bonds. For
more information about the Limited Ad Valorem Taxes, see "SECURITY FOR THE BONDS" herein.
The County experience other claims, litigation, and various legal proceedings which
individually are not expected to have a material adverse effect on the operations or financial condition
of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County
Attorney, however, except as noted above with respect to the County, the County will either
successfully defend such actions or otherwise resolve such matters without any material adverse
consequences on the financial condition of the County.]
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly
offer or sell securities of the County except by an offering circular containing full and fair disclosure of all
defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the
Office of Financial Regulation within the Florida Financial Services Commission (the "Commission ").
Pursuant to administrative mlemaking, the Commission has required the disclosure of the amounts and
types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has
been appointed over the assets of the County, and certain additional financial information, unless the
County believes in good faith that such information would not be considered material by a reasonable
investor. The County is not and has not been in default on any bond issued since December 31, 1975 that
would be considered material by a reasonable investor in the Series 2010 Bonds.
The County has not undertaken an independent review or investigation of securities for which it
has served as conduit issuer. The County does not believe that any information about any default on
such securities is appropriate and would be considered material by a reasonable investor in the Series
125694/001/00435889.DOCv31 40
16FI"
2010 Bonds because the County would not have been obligated to pay the debt service on any such
securities except from payments made to it by the private companies on whose behalf such securities
were issued and no funds of the County would have been pledged or used to pay such securities or the
interest thereon.
TAX EXEMPTION
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX D -- Form of Bond
Counsel Opinion" attached hereto, the interest on the Series 2010 Bonds is excludable from gross income
and is not a specific item of tax preference for federal income tax purposes under existing statutes,
regulations, rulings and court decisions. Failure by the County to comply subsequently to the issuance of
the Series 2010 Bonds with certain requirements of the Code, regarding the use, expenditure and
investment of Series 2010 Bonds proceeds and the timely payment of certain investment earnings to the
Treasury of the United States, may cause interest on the Series 2010 Bonds to become includable in gross
income for federal income tax purposes retroactive to their date of issuance. The County has covenanted
in the Resolution to comply with all provisions of the Code necessary to, among other things, maintain
the exclusion from gross income of interest on the Series 2010 Bonds for purposes of federal income
taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such
covenants.
Internal Revenue Code of 1986
The Code contains a number of provisions that apply to the Series 2010 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2010 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2010 Bonds to the Treasury of
the United States. Noncompliance with such provisions may result in interest on the Series 2010 Bonds
being included in gross income for federal income tax purposes retroactive to their date of issuance.
Collateral Tax Consequences
Except as described above, Bond Counsel will express no opinion regarding the federal income
tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the
Series 2010 Bonds. Prospective purchasers of Series 2010 Bonds should be aware that the ownership of
Series 2010 Bonds may result in other collateral federal tax consequences. For example, ownership of the
Series 2010 Bonds may result in collateral tax consequences to various types of corporations relating to (1)
denial of interest deduction to purchase or carry such Series 2010 Bonds, (2) the branch profits tax, and (3)
the inclusion of interest on the Series 2010 Bonds in passive income for certain Subchapter S corporations.
In addition, the interest on the Series 2010 Bonds may be included in gross income by recipients of certain
Social Security and Railroad Retirement benefits.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2010 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING,
BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE
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BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN
THAT REGARD.
Other Tax Matters
Interest on the Series 2010 Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions. Purchasers of the Series 2010 Bonds should consult
their own tax advisors as to the income tax status of interest on the Series 2010 Bonds in their particular
state or local jurisdictions.
During recent years, legislative proposals have been introduced in Congress, and in some cases
enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are
similar to the Series 2010 Bonds. In some cases, these proposals have contained provisions that altered
these consequences on a retroactive basis. Such alterations of federal tax consequences may have affected
the market value of obligations similar to the Series 2010 Bonds. From time to time, legislative proposals
are pending which could have an effect on both the federal tax consequences resulting from ownership of
the Series 2010 Bonds and their market value. No assurance can be given that additional legislative
proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon,
the Series 2010 Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2010 Bonds maturing on December 1 in the years through and including (collectively
the "Discount Bonds') and the initial offering price to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of Underwriters or wholesalers) at which price a
substantial amount of such Discount Bonds of the same maturity was sold constitutes original issue
discount which is excludable from gross income for federal income tax purposes to the same extent as
interest on the Series 2010 Bonds. Further, such original issue discount accrues actuarially on a constant
interest rate basis over the term of each Discount Bond and the basis of each Discount Bond acquired at
such initial offering price by an initial purchaser thereof will be increased by the amount of such accrued
original issue discount. The accrual of original issue discount may be taken into account as an increase in
the amount of tax - exempt income for purposes of determining various other tax consequences of owning
the Discount Bonds, even though there will not be a corresponding cash payment. Owners of the
Discount Bonds are advised that they should consult with their own advisors with respect to the state
and local tax consequences of owning such Discount Bonds.
Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2010 Bonds maturing on December 1
in the years through and including (the "Non- Callable Premium Bonds ") and on
December 1, (the "Callable Premium Bonds," and together with the Non - Callable Premium Bonds,
the "Premium Bonds') and the initial offering price to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a
substantial amount of such Premium Bonds of the same maturity was sold constitutes to an initial
purchaser amortizable bond premium which is not deductible from gross income for Federal income tax
purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a
constant interest rate basis over the term of each Non - Callable Premium Bond and to the first call date in
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the case of Callable Premium Bonds. For purposes of determining gain or loss on the sale or other
disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to
the public at the initial offering price is required to decrease such purchaser's adjusted basis in such
Premium Bond annually by the amount of amortizable bond premium for the taxable year. The
amortization of bond premium may be taken into account as a reduction in the amount of tax - exempt
income for purposes of determining various other tax consequences of owning such Premium Bonds.
Owners of the Premium Bonds are advised that they should consult with their own advisors with respect
to the state and local tax consequences of owning such Premium Bonds.
RATINGS
Moody's Investors Service, Inc. ( "Moody's), Standard & Poor's Ratings Services ( "S &P ") and Fitch
Ratings ( "Fitch ") are expected to assign ratings of and ", respectively, with the
understanding that upon delivery of the Series 2010 Bonds, the Financial Guaranty Insurance Policy will
be issued by the Insurer. In addition, Moody's has assigned a rating of "_," S &P has assigned a rating of
"_" and Fitch has assigned a rating of "_" without giving any regard to such Financial Guaranty
Insurance Policy. The ratings reflect only the views of said rating agencies and an explanation of the
ratings may be obtained only from said rating agencies.
Generally, a rating agency bases its rating on information and materials and on investigations,
studies and assumptions furnished to and obtained and made by the rating agency. The rating reflects
only the view of said rating agency and an explanation of the rating may be obtained only from said
rating agency. There can be no assurance that such rating will continue for any given period of time or
will not be revised downward or withdrawn entirely by such rating agency, if in its judgment
circumstances so warrant. Any such downward revision or withdrawal of the ratings of the Series 2010
Bonds may have an adverse effect on the market price of the Series 2010 Bonds. The County undertakes
no responsibility to oppose any such revision or withdrawal. An explanation of the significance of the
ratings can be received from the following: Moody's Investors Service, 7 World Trade Center, 250
Greenwich Street, 23rd Floor, New York, New York 10007, Standard & Poor's, 55 Water Street, 38th Floor,
New York, New York 10041 and Fitch Ratings, One State Street Plaza, New York, New York 10004.
FINANCIAL ADVISOR
The County has retained Public Financial Management, Inc., Coral Gables, Florida, as Financial
Advisor in connection with the County's financing plans and with respect to the authorization and
issuance of the Series 2010 Bonds. The Financial Advisor is not obligated to undertake and has not
undertaken to make an independent verification or to assume responsibility for the accuracy,
completeness, or fairness of the information contained in the Official Statement. The Financial Advisor
did not participate in the underwriting of the Series 2010 Bonds. 'The Financial Advisor may receive a fee
for bidding investments for certain proceeds of the Series 2010 Bonds.
AUDITED FINANCIAL STATEMENTS
The general purpose financial statements of the County as of September 30, 2009 and for the year
then ended, attached hereto as "APPENDIX C - Audited Financial Statements for the Fiscal Year ended
125694/001/00435889.DOCv31 43
16F1
September 30, 2009," have been audited by Ernst and Young, independent auditors, as stated in their
report appearing therein. Such statements speak only as of September 30, 2009. The consent of the
County's auditor to include in this Official Statement the aforementioned report was not requested, and
the general purpose financial statements of the County are provided only as publicly available
documents.
The Series 2010 Bonds are payable solely from the Non -Ad Valorem Revenues as described in the
Resolution and the Series 2010 Bonds are not otherwise secured by, or payable from, the general revenues
of the County. See "SECURITY FOR THE SERIES 2010 BONDS" herein. The general purpose financial
statements are presented for general information purposes only.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2010 Bonds upon an event of default under the
Resolution and the Financial Guaranty Insurance Policy are in many respects dependent upon judicial
actions which are often subject to discretion and delay. Under existing constitutional and statutory law
and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the
Resolution, the Series 2010 Bonds and the Financial Guaranty Insurance Policy may not be readily
available or may be limited. The various legal opinions to be delivered concurrently with the delivery of
the Series 2010 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the
enforceability of the remedies provided in the various legal instruments, by limitations imposed by
bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted
before of after such delivery. See "APPENDIX B — Form of the Resolution" attached hereto for a
description of events of default and remedies.
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2010 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2010 Bonds in each year,
and to provide notices of the occurrence of certain enumerated material events. The County has agreed
to file annual financial information and operating data and the audited financial statements with each
entity authorized and approved by the Securities and Exchange Commission (the "SEC ") to act as a
repository (each a "Repository") for purposes of complying with Rule 15c2 -12 adopted by the SEC under
the Securities Exchange Act of 1934 (the "Rule "). Effective July 1, 2009, the sole Repository is the
Municipal Securities Rulemaking Board. The County has agreed to file notices of certain enumerated
material events, when and if they occur, with the Repository.
The specific nature of the financial information, operating data, and of the type of events which
trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX F -
Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall
be executed by the County prior to the issuance of the Series 2010 Bonds. These covenants have been
made in order to assist the Underwriter in complying with the continuing disclosure requirements of the
Rule.
With respect to the Series 2010 Bonds, no party other than the County is obligated to provide, nor
is expected to provide, any continuing disclosure information with respect to the Rule. In the past five
f25694/001/00435889.DOCv31 44
16F1
years, the County has never failed to comply with any prior agreements to provide continuing disclosure
information pursuant to the Rule.
UNDERWRITING
The Series 2010 Bonds are being purchased by
(the
"Underwriter") at an aggregate purchase price of $ (which includes an original issue
discount of $ and Underwriter's discount of $ ). The Underwriter's
obligations are subject to certain conditions precedent, and it will be obligated to purchase all of the
Series 2010 Bonds if any Series 2010 Bonds are purchased. The Series 2010 Bonds may be offered and sold
to certain dealers (including dealers depositing such Series 2010 Bonds into investment trusts) at prices
lower than such public offering prices, and such public offering prices may be changed, from time to
time, by the Underwriter.
CONTINGENT FEES
The County has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with
respect to the authorization, sale, execution and delivery of the Series 2010 Bonds. Payment of the fees of
such professionals and an underwriting discount to the Underwriter are each contingent upon the
issuance of the Series 2010 Bonds.
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning
the County and certain reports and statistical data referred to herein do not purport to be complete,
comprehensive and definitive and each such summary and reference is qualified in its entirety by
reference to each such document for full and complete statements of all matters of fact relating to the
Series 2010 Bonds, the security for the payment of the Series 2010 Bonds and the rights and obligations of
the owners thereof and to each such statute, report or instrument. Copies of such documents may be
obtained from either the office of the Clerk of the Board of County Commissioners, Collier County
Government Complex, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, telephone:
(239) 252 -2745 or the County's Financial Advisor, Public Financial Management, Inc., 2121 Ponce De Leon
Boulevard, Suite 510, Coral Gables, Florida 33134, telephone (305) 448 -6992.
The information contained in this Official Statement has been compiled from official and other
sources deemed to be reliable, and is believed to be correct as of the date of the Official Statement, but is
not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the
Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this
Official Statement in accordance with and as part of its responsibility to investors under the federal
securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not
guarantee the accuracy or completeness of such information. The information and expressions of opinion
stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made
hereunder shall create, under any circumstances, any implication that there has been no change in the
matters described herein since the date hereof.
{25694/001/00435889.DOCv31 45
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Any statements made in this Official Statement involving matters of opinion or of estimates,
whether or not so expressly stated are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized. Neither this Official Statement nor any
statement that may have been made verbally or in writing is to be construed as a contract with the
owners of the Series 2010 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
[Remainder of page intentionally left blank]
125694/001/00435889.DOCv3l 46
16F1
AUTHORIZATION OF OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized and approved by
the County. At the time of delivery of the Series 2010 Bonds, officials of the County will furnish a
certificate to the effect that nothing has come to their attention which would lead them to believe that the
Official Statement (other than information herein related to the Insurer, the Financial Guaranty Insurance
Policy, DTC, the book -entry only system of registration and the information contained under the caption
'TAX EXEMPTION' as to which no opinion shall be expressed), as of its date and as of the date of
delivery of the Series 2010 Bonds, contains an untrue statement of a material fact or omits to state a
material fact which should be included therein for the purposes for which the Official Statement is
intended to be used, or which is necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
M
Chair, Board of County Commissioners
Collier County, Florida
125694/001/00435889.DOCv31 47
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APPENDIX A
GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA
The following information concerning Collier County, Florida (the "County ") has been supplied
by the County and is included only for purposes of supplying general information regarding the County.
The Series 2010 Bonds are secured by a covenant to budget and appropriate legally available non -ad
valorem revenues as described in the Official Statement.
General Information
The County was established in 1923 by the legislature of the State of Florida (the "State ") from
portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately
2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the
southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. The County
has a 2009 population of 333,032. Principal industries within the County include wholesale and retail
trade, tourism, agriculture, forestry, fishing, cattle ranching and construction.
Board of County Commissioners
The Board of County Commissioners (the "Board ") is the principal legislative and governing
body of the County. The Board consists of five County Commissioners; one from each of the five districts
elected for terms of four years. All of the County Commissioners are residents of the County. The
current members of the Board and their expiration of terms of office are:
Commissioner
Office
Term Expires
Fred W. Coyle
Chairman
November, 2010
Frank Halas
Vice Chair
November, 2010
James N. Coletta, Jr.
Commissioner
November, 2012
Thomas K. Henning
Commissioner
November, 2012
Donna L. Fiala
Commissioner
November, 2012
County Manager
The chief administrative official of the County is the County Manager. This official is directly
responsible to the Board for administration and operation of four administrative divisions under the
Board and for execution of all Board policies. The County Manager directs the administrative divisions
for Community Development and Environmental Services, Public Services, Public Utilities, and
Administrative Services and Transportation Services. The County Manager is also responsible to the
Board for the preparation of budgets and for the control of expenditures of departments under his
supervision throughout the budget year.
Budget Process
The Budget Director, as the County's Budget Officer, begins the budget process each February for
the ensuing fiscal year (October 1 to September 30) with the distribution of budget request forms and
instructions to departments and division heads. County division heads and elected officers submit their
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proposed expenditures beginning in April for compilation by the Budget Officer no later than July 1 of
each year and each submission is matched against available revenues. A balanced, proposed budget is
presented to the Board for review within 15 days of receipt of an assessed value certification from the
County's Property Appraiser which is due by July 1. A tentative budget is thereupon adopted within 15
days.
Subsequent to public hearings, a final budget is adopted. The final budget for the fiscal year
ended September 30, 2010 was adopted by the Board on January 15, 2010. Final millage rates are
adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or
after November 1. Upon valid adoption, all expenditures in the budget constitute appropriations, and
amendments to the budget can be made only in accordance with the provisions of Chapter 129, Florida
Statutes, as amended, and such chapter provides that expenditures in excess of total fund budgets are
unlawful.
Annual Audit
Florida law requires that an annual post audit of each county's accounts and records be
completed within six months of the end of each fiscal year by a firm of independent certified public
accountants retained and paid for by the County. The County retained the firm of Ernst & Young LLP to
undertake the audit of its financial statements for the fiscal year ended September 30, 2009, which are
included as "APPENDIX C – Audited Financial Statements of Collier County for Fiscal Year Ended
September 30, 2009" attached to this Official Statement.
Population
The County has experienced rapid population growth in recent decades. The following table
presents historical and projected population growth for the County, the State, and the United States for
the period of 1960 to 2020:
POPULATION TRENDS
(25694/001/00435889.DOCv3)
A -2
Population
Population
United
Population
County
Percentage
State
Percentage
States
Percentage
Population
Increase
Population
Increase
Population
Increase
1960
15,753
—
4,951,560
- --
179,323,175
--
1970
38,040
141.5%
6,791,418
37.1%
203,302,031
13.4%
1980
85,971
126.0
9,746,961
43.5
226,504,825
11.4
1990
152,099
76.9
12,938,071
32.7
250,410,000
10.6
2000
251,377
65.3
15,982,378
23.5
274,634,000
9.7
2010*
331,800
24.2
18,881,400
18.1
308,936,000
12.5
2020*
400,700
20.8
21,417,500
13.4
335,805,000
8.7
State population use medium estimates of population growth.
*Estimates on County and
Source:
University of Florida, Bureau
of Economic and
Business
Research, Population
Program,
unpublished data,
Florida Statistical
Abstract 2009.
Census data
from U.S. Bureau of Census.
(25694/001/00435889.DOCv3)
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Most of the growth of Collier County is due to migration. As of April 1, 2008, the estimated
median age of the County's population was 45.2 years according to the 2009 Florida Statistical Abstract,
University of Florida. The majority of the population is over the age of 18, with the age category 35 -54
comprising 24.62% of the overall population.
Industry
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30, 2008
Finns Employee CounN1)
Accommodation and Food Services
784
15,968
Health Care and Social Assistance
873
14,991
Professional and Business Services
2,569
14,158
Finance and Insurance
660
3,920
Real Estate and Rental Leasing
1,069
3,128
Arts, Entertainment and Recreation
245
6,873
Services - Other
1 112
5 072
Services
7,312
64,110
Eating and Drinking Places
698
11,230
Food Stores
133
3,639
Auto Dealers and Service Stations
149
2,137
Home Furniture and Furnishings
138
987
Retail Trade - Other
235
938
Apparel and Accessory Stores
281
2,458
General Merchandise Stores
44
3,209
Building Hardware and Garden
130
1 822
Retail Trade, Other
1,808
26,420
Federal Government
26
662
State Government
40
845
Local Government
27
11620
Government
93
13,127
Agriculture, Forestry Fishing and Hunting
100
5,547
Construction
1,967
13,957
Manufacturing
286
2,919
Transportation and Warehousing
239
23,139
Wholesale Trade
499
2,999
Mining
9
13
Other
3100
48_ ,574
Total
12 313
152231
(1) Average number of people employed in 2009.
Source: Collier County Finance Department; Florida Department of Labor & Employment Security;
Bureau of Labor Market Information ES-202 Report.
{25694/001 /00435889.DOCv31
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COLLIER COUNTY EMPLOYMENT
(2000 -2009)
State of
County Florida
Labor Unemployment Unemployment
Year Force Employment Unemployment Rate Rate
2001
112,616
108,201
4,415
3.9%
4.8%
2002
117,278
112,118
5,160
4.4
5.5
2003
131,993
125,822
6,171
4.7
5.3
2004
138,036
132,610
5,426
3.9
4.7
2005
145,347
140,324
5,023
3.5
3.8
2006
152,162
147,356
4,806
3.2
3.4
2007
153,243
146,720
6,523
4.3
4.1
2008
151,806
141,553
10,253
6.8
6.2
2009
144,157
128,057
16,100
112
10.5
20100)
146,091
128,066
18,025
12.3
12.0
(1)
Estimates as of March, 2010, Florida Research and Economic Database.
Source:
State of Florida,
Agency for
Workforce Innovation,
Bureau of Labor
Market Information;
University of Florida, Bureau
of Economic and Business Research, Florida Statistical Abstract
2009.
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
(1999 -2008)
Single Multi- Residential
Year Family Units Family Units Valuation(')
1999 3,765
3,777
931,599
2000 4,065
3,905
1,188,310
2001 3,878
4,280
1,093,852
2002 4,173
3,109
1,113,547
2003 3,376
2,444
977,445
2004 4,202
2,719
1,487,546
2005 4,052
2,570
1,655,669
2006 2,829
1,959
1,228,774
2007 1,069
1,026
649,718
2008 652
299
387,286
Valuation in thousands of dollars.
Source: University of Florida, Bureau of Economic
and Business Research, Florida Statistical Abstract
2009.
125694/001 /00435889.DOCv31
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Agriculture
Agriculture is a dominant factor in the economy of the County. Rainfall averages about 48 inches
annually with most of the precipitation occurring during the late spring and summer. The high yearly
rainfall and year -round mild temperature enable agriculture to be a productive sector of the County
economy. The agricultural industry represents five percent of the workforce. Farming activities are
located approximately 40 miles inland primarily centered around the community of hnmokalee. Major
crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are also a significant farming
commodity.
Tourism
Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf of
Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States only
subtropical National Park, located near Naples, comprises a substantial portion of the County. Collier -
Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in the Gulf of Mexico,
as well as fresh water fishing, makes the many lakes and waterways popular vacation spots. The County
is regarded as one of the largest shelling areas in the United States.
Transportation
The County is served by U.S. Highway 41 (otherwise known as the Tamiami Trail) and Interstate
75, which links Naples to the east coast of Florida and intersects U.S. Highway 27, providing access to the
Florida Turnpike. Interstate 75 also provides access to the County from the North. Greyhound Bus Lines
connects the County to all points within the State.
Air service is available at the Naples Airport owned by the City of Naples and covers an area of
approximately 650 acres. The airport has two lighted 5,000 feet hard surfaced runways, each 150 feet
wide. Commuter airlines offer regularly scheduled flights to Miami, Tampa and Atlanta. Air service at
the Southwest International Airport near Fort Myers, 35 miles north of Naples, reaches many major cities.
In addition, the County owns and operates three public airports: the Marco Island Executive Airport and
the Immokalee and Everglades City Airparks.
Educational System
The County school system serves approximately 43,214 students in 50 schools, including two
charter schools. The public schools provide a varied adult education program and a special program for
pre- school children. There are several private and parochial schools in the County offering classes from
kindergarten through the twelfth grade. Edison Community College's main campus in Fort Myers, with
a branch campus in Naples, offers technical training as well as college preparation for students. In
August of 2003, Ave Maria University, a private Catholic University located within the County, began
admitting students. The University provides a liberal arts education at the undergraduate and graduate
levels. Although not located within the County, Florida Gulf Coast College, the tenth college in the State
University System, is operating in Lee County, immediately north of the County.
125694/001/00435889.DOCV31
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Medical Facilities
Naples Community Hospital, a non - profit, private corporation provides health services to the
residents of the County. It opened as a 50 -bed facility in 1956, financed exclusively by contributions from
members of the community. Since 1956, Naples Community Hospital has grown to encompass
approximately 422,000 square feet and include two six -story towers that house Naples Community
Hospital's 420 licensed beds and patient care ancillary services and a two -story support services wing
located between the two towers. Hospital services are also provided in the Carpenter- Briggs Radiation
Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent
Care Center located in leased space approximately seven miles from Naples Community Hospital, and in
several other outpatient facilities that provide urgent care, rehabilitation, wellness and infusion services.
The Cleveland Clinic operates a hospital in the northern portion of the County.
The Collier County Health Department operates in every community in the County under the
direction of a licensed physician and with a staff of trained specialists, including public health workers,
nurses, sanitarians and clinical psychologists.
COLLIER COUNTY
FINANCIAL AND ECONOMIC DATA
(Fiscal Years 2000 -2009)
(Unaudited)
N/A = Data not currently available
Source: Federal Deposit Insurance Corporation, Division of Supervision; Florida Research and Economic
Database; University of Florida, Bureau of Economic and Business Research, Florida Statistical
Abstract 2009.
125694/001 /00435889.DOCv3)
A -6
Per
Bank
Fiscal
Percent
Capita
Deposits
Year
Population
Increase
Income
000's
2000
229,821
4.6%
39,403
4,659
2001
251,377
9.3
33,319
5,154
2002
264,475
5.2
42,118
5,844
2003
284,918
7.7
43,216
6,789
2004
306,816
7.7
50,380
8,133
2005
317,788
3.6
53,867
9,473
2006
326,658
2.8
59,895
10,665
2007
333,858
2.2
63,276
1.0,957
2008
332,854
(0.3)
62,559
11,026
2009
333,032
0.1
N/A
N/A
N/A = Data not currently available
Source: Federal Deposit Insurance Corporation, Division of Supervision; Florida Research and Economic
Database; University of Florida, Bureau of Economic and Business Research, Florida Statistical
Abstract 2009.
125694/001 /00435889.DOCv3)
A -6
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The following table contains the property tax rates for the Fiscal Years 2002 through 2009.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES - ALL DIRECT AND OVERLAPPING GOVERNMENTSM
(Fiscal Years 2002 -2009)
(Unaudited)
Collier County
Other
Special Debt
County
Fiscal General Revenue Service
School Independent
Year Fund Funds Funds Total
District Districts Total
2002 3.8772 0.6670 0.0256 4.5698
7.1370 1.3813 13.0881
2003 3.8772 0.6767 0.0215 4.5754
6.9110 1.3554 12.8418
2004 3.8772 0.9226 0.0000 4.7998
6.5240 1.3562 12.6800
2005 3.8772 0.9177 0.0000 4.7949
6.2200 1.3562 12.3711
2006 3.8772 0.9161 0.1500 4.9433
5.9730 1.3423 12.2586
2007 3.5790 0.8470 0.2226 4.6486
5.5250 1.3403 11.5139
2008 3.1469 0.7362 0.2233 4.1064
5.3510 1.2792 10.7366
2009 3.1469 0.7528 0.2249 4.1246
4.9090 1..2784 10.3120
m Basis for property tax rates is 1 mill per $1,000 of assessed value.
Property is assessed as of January 1 and taxes
based on those assessments are levied according to the tax rate
in effect that tax year and become due on
November 1. Therefore, assessments and tax levies applicable to
a certain tax year are collected in the fiscal year
ending during the following calendar year.
Source: Collier County Comprehensive Annual Financial Report for Fiscal
Year ending September 30, 2009.
(25694/001 /00435889.DOCv3l
A -8
APPENDIX B
FORM OF THE RESOLUTION
125694/001/00435889.DOCv3
16F 1
APPENDIX C
AUDITED FINANCIAL STATEMENTS
OF COLLIER COUNTY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2009
The statistical section referred to in the
opinion letter has been intentionally omitted
125694/001/00435889.DOCv3l
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APPENDIX D
SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY
125694/001/00435889.DOCv3l
APPENDIX E
FORM OF BOND COUNSEL OPINION
125694/001/00435889.DOCv3E
16F 1,
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APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
(25694/001/00435889DOCO)