Resolution 2005-210
RESOLUTION NO. 2005-210
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
AMENDING AND SUPPLEMENTING A RESOLUTION
ENTITLED "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA AUTHORIZING THE ISSUANCE BY COLLIER
COUNTY, FLORIDA OF $120,000,000 IN AGGREGATE
PRINCIP AL AMOUNT OF COLLIER COUNTY,
FLORIDA GAS TAX REVENUE BONDS, SERIES 2003 IN
ORDER TO PROVIDE FUNDS FOR THE PRINCIPAL
PURPOSES OF FINANCING THE COSTS OF VARIOUS
TRANSPORTATION IMPROVEMENTS WITHIN THE
COUNTY AND REFINANCING CERTAIN
INDEBTEDNESS; PLEDGING THE MONEYS RECEIVED
BY THE COUNTY FROM THE HEREIN DESCRIBED
GAS TAX REVENUES TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON SAID BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF
SAID BONDS; PROVIDING FOR THE ISSUANCE OF
ADDITIONAL BONDS; PROVIDING FOR CERTAIN
ADDITIONAL MATTERS IN RESPECT TO SAID
BONDS; AND PROVIDING FOR AN EFFECTIVE DATE
FOR THIS RESOLUTION;" AUTHORIZING THE
ISSUANCE OF THE COLLIER COUNTY, FLORIDA GAS
TAX REVENUE BONDS, SERIES 2005 IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT
EXCEEDING $100,000,000; MAKING CERTAIN
COVENANTS AND AGREEMENTS WITH RESPECT TO
SAID BONDS; AUTHORIZING THE A WARDING OF
SAID BONDS PURSUANT TO A PUBLIC BID;
DELEGATING CERTAIN AUTHORITY TO THE CHAIR
FOR THE A WARD OF THE BONDS AND THE
APPROV AL OF THE TERMS AND DEI AILS OF SAID
BONDS; 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
THERETO; ESTABLISHING A BOOK-ENTRY SYSTEM
OF REGISTRATION FOR THE BONDS; AUTHORIZING
MUNICIPAL BOND INSURANCE FOR THE BONDS;
AUTHORIZING A RESERVE ACCOUNT INSURANCE
POLICY WITH RESPECT TO THE BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF
A CONTINUING DISCLOSURE CERTIFICATE; AND
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1.
FINDINGS. It is hereby found and determined that:
(A) On February 25, 2003, the Board of County Cornmissioners (the "Board")
of Collier County, Florida (the "Issuer") duly adopted Resolution No. 2003-89, as
amended and supplemented (collectively, the "Resolution"), the title of which resolution
is quoted in the title of this Supplemental Resolution, for the purposes described therein,
authorizing, among other things, the issuance of $102,125,000 Collier County, Florida
Gas Tax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), which Series 2003
Bonds were issued for the principal purpose of financing a portion of the costs of certain
transportation improvements generally described in the Resolution.
(B) The Issuer hereby determines that certain transportation capital
improvements should be acquired, constructed and equipped within the Issuer in order to
improve the health, safety and welfare of the inhabitants within the Issuer's geographic
boundaries. Such transportation capital irnprovernents are generally described in
Exhibit A hereto and are more particularly described in the records, plans and
specifications on file with the Issuer (the "2005 Project"). The 2005 Project rnay be
amended or supplemented from time to time by the Board without the consent of any
Bondholder (as defined in the Resolution) or Insurer (as defined in the Resolution).
(C) The Resolution provides for the issuance of Additional Bonds on parity
with the outstanding Series 2003 Bonds for the purposes of financing the acquisition,
construction and equipping of the 2005 Project upon meeting the requirernents set forth
herein and in the Resolution.
(D) The Issuer deems it to be in its best interest to issue its Collier County,
Florida Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds") for the principal
purpose of financing and/or reimbursing the costs of the acquisition, construction and
equipping of the 2005 Project. The Series 2005 Bonds shall be issued on parity in all
respects with the Series 2003 Bonds pursuant to the terms of the Resolution.
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(E) In accordance with Section 2 I 8.385, Florida Statutes, and pursuant to this
Supplemental Resolution, the Series 2005 Bonds shall be advertised for competitive bids
pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit B
(the "Official Notice of Sale").
(F) Pursuant to the Official Notice of Sale, any competitive bids received in
accordance with the Official Notice of Sale on or prior to I 0:00 a.m. Eastern time, on
June 7, 2005, or such other date or time as is determined by the Chair in accordance with
the terms and provisions of the Official Notice of Sale, shall be publicly opened and
announced.
(G) It is desirable for the Issuer to be able to advertise and award the Series
2005 Bonds at the most advantageous time and date which shall be determined by the
Chair; and, accordingly, the Issuer hereby determines to delegate the advertising and
awarding of the Series 2005 Bonds to the Chair within the parameters described herein.
(H) It is necessary and appropriate that the Board determine certain parameters
for the terms and details of the Series 2005 Bonds and to delegate certain authority to the
Chair for the award of the Series 2005 Bonds and the approval of the terms of the Series
2005 Bonds in accordance with the provisions hereof, of the Resolution and of the
Official Notice of Sale.
(I) [n the event Bond Counsel to the Issuer shall determine that the Series 2005
Bonds have not been awarded competitively in accordance with the provisions of Section
281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings
as shall be necessary to authorize and ratify a negotiated sale of the Series 2005 Bonds in
accordance with said Section 218.385, Florida Statutes.
(1) The Issuer hereby certifies that it is not in default in performing any of the
covenants and other provisions of the Resolution and all of the covenants and other
provisions of the Resolution shall apply to the Series 2005 Bonds.
(K) The Resolution provides that the Series 2005 Bonds shall mature on such
dates and in such amounts, shall bear such rates of interest, shall be payable in such
places and shall be subject to such redemption provisions as shall be determined by
Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer
set forth the parameters and mechanism to determine such terms and details.
(L) The Series 2005 Bonds shall not constitute a general obligation or pledge of
the faith, credit or taxing power of the Issuer, the State of Florida, or any political
subdivision thereof, within the meaning of any constitutional or statutory provisions.
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Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be
obligated (i) to exercise its ad valorem taxing power in any form on any real or personal
property of or in the Issuer to pay the principal of the Series 2005 Bonds, the interest
thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of
the Issuer except from the Pledged Funds, in the manner provided in the Resolution.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
the Act and the Resolution.
SECTION 4. AUTHORIZATION OF THE 2005 PROJECT. The Issuer
hereby authorizes and approves the acquisition and construction of the 2005 Project. The
2005 Project is generally described in Exhibit A attached hereto, as more particularly
described in the records, plans and specifications on file with the Issuer. The 2005
Project may be subsequently amended by the Issuer from time to time.
SECTION 5. DESCRIPTION OF THE SERIES 2005 BONDS. The
I ssuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal
amount of not exceeding $100,000,000 to be known as the "Collier County, Florida Gas
Tax Revenue Bonds, Series 2005" (or such other series designation as the Chair may
determine), for the principal purpose of financing and/or reimbursing all or a portion of
the costs of the acquisition, construction and equipping of the 2005 Project. The
aggregate principal amount of the Series 2005 Bonds to be issued pursuant to the
Resolution shall be determined by the Chair provided such aggregate principal amount
does not exceed $100,000,000 The Series 2005 Bonds shall be dated as of their date of
delivery or such other date as the Chair may determine, shall be issued in the form of
fully registered Bonds in the denomination of $5,000 or any integral multiple thereof,
shall be numbered consecutively from one upward in order of maturity preceded by the
letter "R", shall bear interest from the dated date determined therefor, payable semi-
annually, on June I and December I of each year (the "Interest Dates"), commencing on
December I, 2005 or such other dates as may be determined by the Chair.
Interest on the Series 2005 Bonds shall be payable by check or draft of U.S. Bank
National Association, Fort Lauderdale, Florida, as Paying Agent (the "Paying Agent"),
made payable and mailed to the Holder in whose name such Series 2005 Bonds shall be
registered at the close of business on the date which shall be the fifteenth day (whether or
!lot a business day) of the calendar month next preceding the applicable Interest Date, or,
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at the request and expense of such Holder, by bank wire transfer to the account of such
Holder. Principal of the Series 2005 Bonds is payable to the Holder upon presentation,
when due, at the designated eorporate trust office of the Paying Agent. The principal of,
redemption premium, if any, and interest on the Series 2005 Bonds are payable in lawful
money of the United States of America.
The Series 2005 Bonds shall bear interest at such rates and yields, shall mature on
June I of each of the years and in the principal amounts corresponding to such years, and
shall have such redemption provisions as determined by the Chair subject to the
conditions set forth in Sections 5, 6 and 7 hereof and the provisions of the Official Notice
of Sale. The final maturity of the Series 2005 Bonds shall not be later than June I, 2025.
All of the terms of the Series 2005 Bonds will be included in a certificate to be executed
by the Chair following the award of the Series 2005 Bonds (the "Award Certificate") and
shall be set forth in the final Official Statement, as described herein.
SECTION 6. A WARD OF SERIES 2005 BONDS. The Chair, on behalf
of the Issuer and only in accordance with the terms hereof and of the Official Notice of
Sale, shall award the Series 2005 Bonds to the underwriter or underwriters (the
"Underwriters") that submit a bid proposal which complies in all respects with the
Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to
purchase the Series 2005 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
Offieial Notice of Sale; provided, however, the Series 2005 Bonds shall not be awarded
to any bidder unless the true interest cost set forth in the winning bid (as calculated by the
Issuer's Financial Advisor) is equal to or less than 6.00%. In accordance with the
provisions of the Official Notice of Sale, the Chair may, in his sole discretion, reject any
and all bids.
SECTION 7. REDEMPTION PROVISIONS FOR SERIES 2005
BONDS. The Series 2005 Bonds may be redeemed prior to their respective maturities
from any moneys legally available therefor, upon notice as provided in the Resolution,
upon the terms and provisions as determined by the Chair, in his discretion and upon the
advice of the Issuer's Financial Advisor; provided, however, with respect to optional
redemption terms for the Series 2005 Bonds, if any, the first optional redemption date
may be no later than June 1,2015 and there shall be no call premium relating to any
redemption. Terms Bonds may be established with such Amortization Installments as the
Chair deems appropriate and upon the advice of the Issuer's Financial Advisor. The
redemption provisions for the Series 2005 Bonds, if any, shall be set forth in the Award
Certificate and in the final Official Statement.
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SECTION 8. FULL BOOK-ENTRY. Notwithstanding the provisions set
forth in Seetion 2.07 of the Resolution, the Series 2005 Bonds shall be initially issued in
the form of a separate single certificated fully registered Series 2005 Bond for each of the
maturities of the Series 2005 Bonds. Upon initial issuance, the ownership of each such
Bond shall be registered in the registration books kept by the Registrar in the name of
Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the
Scries 2005 Bonds are registered in the name of Cede & Co., all of the Outstanding
Scries 2005 Bonds shall be registered in the registration books kept by the Registrar in
thc name of Cede & Co., all payments of principal on the Series 2005 Bonds shall be
made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as
Holder of the Series 2005 Bonds, upon presentation of the Series 2005 Bonds to be paid,
to the Paying Agent.
With respect to Series 2005 Bonds registered in the registration books kept by the
Rcgistrar 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 preeeding sentence, the Issuer, the Registrar and the Paying Agent shall
iwve no responsibility or obligation with respect to (A) the aceuracy of the records of
DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series
2005 Bonds, (B) the delivery to any Participant or any other Person other than a
Bondholder, as shown in the registration books kept by the Registrar, of any notice with
respect to the Series 2005 Bonds, including any notice of redemption, or (C) the payment
to any Participant or any other Person, other than a Bondholder, as shown in the
registration books kept by the Registrar, of any amount with respect to principal of,
Redemption Price, if any, or interest on the Series 2005 Bonds. The Issuer, the Registrar
and the Paying Agent may treat and eonsider the Person in whose name each Series 2005
Bond is registered in the registration books kept by the Registrar as the Holder and
absolute owner of such Bond for the purpose of payment of principal, Redemption Price,
if any, and interest with respect to such Bond, for the purpose of giving notices of
rcdemption and other matters with respeet to sueh Bond, for the purpose of registering
tra!lsfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agcnt shall pay all principal of, Redemption Price, if any, and interest on the Series 2005
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
pw\'ided herein and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal of, Redemption
Pncc, if any, and interest on the Series 2005 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
Rcgistrar, shall receive a certificated Bond evidencing the obligation of the Issuer to
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make payments of prineipal, Redemption Price, if any, and interest pursuant to the
provisions of the Resolution. Upon- delivery by DTC to the Issuer of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in the Resolution with respect to transfers during the 15 days
next preceding an Interest Date or first mailing of notice of redemption, the words "Cede
& Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and
upon receipt of sueh notice, the Issuer shall promptly deliver a copy of the same to the
Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the outstanding Series 2005 Bonds be
registered in the registration books kept by the Registrar in the name of Cede & Co., as
nominee of DTC, is not in the best interest of the beneficial owners of the Series 2005
Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of DTC hereunder can be
found which is willing and able to undertake such functions upon reasonable and
customary terms, or (B) determination by the Issuer that such book-entry only system is
burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable
policies and procedures of DTC regarding discontinuing the book-entry only registration
system, the Series 2005 Bonds shall no longer be restricted to being registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC,
but may be registered in whatever name or names Holders shall designate, in accordance
with the provisions of the Resolution. In such event, the Issuer shall issue and the
Registrar shall authenticate, transfer and exchange the Series 2005 Bonds of like
principal amount and maturity, in denominations of $5,000 or any integral multiple
thereof to the Holders thereof. The foregoing notwithstanding, until such time as
participation in the book-entry only system is discontinued, the provisions set forth in the
Blanket Issuer Letter of Representations previously executed by the Issuer and delivered
to DTC shall apply to the payment of principal of, premium, if any, and interest on the
Series 2005 Bonds.
SECTION 9. APPLICATION OF SERIES 2005 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2005 Bonds shall be applied by the
Issuer as follows:
(A) A sufficient amount of the Series 2005 Bond proceeds shall be applied to
the payment of the premium for the hereinafter described Bond Insurance Poliey
applicable to the Series 2005 Bonds, to the payment of the premium for the hereinafter
described Reserve Account Insurance Policy, and to the payment of costs and expenses
relating to the issuance of the Series 2005 Bonds.
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(B) The remainder of the proceeds of the Series 2005 Bonds shall be deposited
to thc "Series 2005 Account" of the Construction Fund, whieh is hereby established.
\10neys in sueh Series 200S Account shall be applied to pay the Cost of the 2005 Project.
SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hcrcby 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
Scrics 2005 Bonds for sale. If between the date hereof and the mailing of the Preliminary
Official Statement, it is necessary to make insertions, modifications or changes in the
Preliminary Official Statement, the Chair is hereby authorized to approve such insertions,
changes and modifications. The Chair is hereby authorized to deem the Preliminary
Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities
Exchange Act of 1934 in the form as mailed. Execution of a certificate by the Chair
decming the Preliminary Official Statement "final" as described above shall be
conclusive evidence of the approval of any insertions, changes or modifications.
SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions
of the Official Statement relating to the Series 2005 Bonds shall be substantially as set
l~lI1h in the Preliminary Official Statement and shall include all of the specific financial
tcrms of the Series 2005 Bonds. Subjeet in all respects to the award of the Series 2005
BO!lds in accordance with this Supplemental Resolution and the Official Notice of Sale,
thc Chair is hereby authorized and directed to execute and deliver said Official Statement
in the name and on behalf of the Issucr, and thereupon to cause such Official Statement to
hc delivered to the Underwriters with such changes, amendments, modifications,
omissions and additions as may be approved by the Chair. Said Official Statement,
including any such changes, amendments, modifications, omissions and additions as
approved by the Chair and the information contained therein are hereby authorized to be
used in connection with the sale of the Series 2005 Bonds to the public. Execution by the
Chair of the Official Statement shall be deemed to be conclusive evidence of approval of
sllch changes.
SECTION 12. OFFICIAL NOTICE OF SALE. The form of the Official
Noticc of Sale attached hereto as Exhibit B and the terms and provisions thereof are
hcrcby authorized and approved. The Chair is hereby authorized to make such changes,
inscrtions and modifications as he shall deem necessary prior to the advertisement of
sllch Official Notice of Sale or a summary thereof. The Chair is hereby authorized to
ad\ ertise and publish the Official Notice of Sale or a summary thereof at such time as he
shall deem necessary and appropriate, upon the advice of the Issuer's Financial Advisor,
to accomplish the competitive sale of the Series 200S Bonds.
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SECTION 13. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the award of the Series 2005 Bonds in
accordance with this Supplemental Resolution and the Official Notice of Sale, U.S. Bank
National Association, Fort Lauderdale, Florida, is hereby designated Registrar and
Paying Agent for the Series 2005 Bonds. The Chair and/or the Clerk or any designated
Deputy Clerk are hereby authorized to enter into any agreement which may be necessary
to effect the transactions contemplated by this Section 14 and by the Resolution.
SECTION 14. AMENDMENT TO RESOLUTION. The definition of
"Constitutional Gas Tax" set forth in Section 1.01 of the Resolution is hereby amended in
its entirety to read as follows:
"Constitutional Gas Tax" shall mean the two-cent fuel tax
imposed pursuant to Article XII, Section 9(c), Florida Constitution, and
Sections 206.41 and 206.47, Florida Statutes.
This amendment is made pursuant to Section 7.01(A) of the Resolution.
SECTION 15. MUNICIPAL BOND INSURANCE; RESERVE
ACCOUNT INSURANCE POLICY. (A) Subject in all respects to the award of the
Series 2005 Bonds in accordance with this Supplemental Resolution and the Official
Notice of Sale, the Issuer hereby authorizes the payment of the principal of and interest
on the Series 2005 Bonds to be insured pursuant to a financial guaranty insurance policy
(the "Bond Insurance Policy") insuring the payment when due of the principal of and
interest on the Series 2005 Bonds issued by Ambac Assurance Corporation ("Ambac" or
the "Insurer"). The Chair and Clerk are hereby authorized to execute such documents and
instruments necessary to cause the Insurer to insure the Series 2005 Bonds. With respect
to the Series 2005 Bonds, Ambac shall be deemed to be an "Insurer" as such term is used
and defined in the Resolution.
(B) Subject in all respects to the award of the Series 2005 Bonds in accordance
with this Supplemental Resolution and the Official Notice of Sale, the Issuer shall deposit
to the "Series 2005 Subaccount" of the Reserve Account established pursuant to Section
17 hereof a surety bond (the "Reserve Account Insuranee Policy") issued by the Insurer
guaranteeing certain payments into such Series 200S Subaccount of the Reserve Account
with respect to Series 2005 Bonds as provided therein and subject to the limitations
therein. The face amount of the Reserve Account Insurance Policy shall equal the
Reserve Account Requirement for the Series 2005 Bonds. The Chair is hereby
authorized to enter into a Guaranty Agreement substantially in the form attached hereto
as Exhibit 0 (the "Guaranty Agreement") in order to cause the Insurer to issue such
Reserve Account Insurance Policy. The provisions of such Guaranty Agreement, when
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executed and delivered, shall be incorporated herein by reference and to the extent there
are any conflicts between the Guaranty Agreement and the Resolution, the provisions of
the Guaranty Agreement shall control.
SECTION 16. PROVISIONS RELATING TO BOND INSURANCE
POLICY AND RESERVE ACCOUNT INSURANCE POLICY. The commitment
from Ambac to issue its Bond Insurance Policy and Reserve Account Insurance Policy
with respect to the Series 2005 Bonds is hereby approved and authorized and payment for
the premiums therefor is hereby authorized from proceeds of the Series 2005 Bonds. A
statement of insurance is hereby authorized to be printed on or attached to the Series
2005 Bonds for the benefit and information of the Holders of the Series 2005 Bonds.
Subject in all respects to the award of the Series 2005 Bonds in accordance with
this Supplemental Resolution and the Official Notice of Sale, so long as the Bond
Insurance Policy issued by the Insurer is in full force and effect and the Insurer has not
defaulted in its payment obligations under the Bond Insurance Policy, the Issuer agrees to
comply with the following provisions:
(A) Notices to be given to Ambac Surveillance Department. The Issuer shall
furnish to the Surveillance Department of Ambac:
(i) as soon as practicable after the required state or federal filing
thereof, a copy of any financial statements of the Issuer and a copy of any audit
and annual report of the Issuer;
(ii) a copy of any notice to be given to the Holders of the Series 2005
Bonds, including, without limitation, notice of any redemption of or defeasance of
Series 2005 Bonds, and any certificate rendered pursuant to the Resolution relating
to the security for the Series 2005 Bonds;
(iii) to the extent that the Issuer has entered into a continuing disclosure
agreement or certificate with respect to the Series 2005 Bonds, Ambac shall be
ineluded as a party to be notified; and
(iv) such additional information as it may reasonably request.
(B) Notices to be given to Ambac General Counsel Office. The Issuer shall
furnish to the General Counsel Office of Ambac:
(i) notice of any failure of the Issuer to provide any relevant notices,
certificates, etc.; and
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(ii) notice that there are insufficient moneys to make any payments of
principal and/or interest on the Series 2005 Bonds as required by the Resolution
and immediate notice of any Event of Default under the Resolution.
(C) Other Information. The Issuer will permit Ambac to discuss the affairs,
finances and accounts of the Issuer or any information Ambac may reasonably request
regarding the security for the Series 2005 Bonds with appropriate officers of the Issuer.
The Issuer will permit Ambac to have access to and to make copies of all books and
records relating to the Series 2005 Bonds at any reasonable time.
Ambac shall have the right to direct an accounting with respect to the Series 2005
Bonds and the security therefor at the Issuer's expense, and the Issuer's failure to comply
with such direction within 30 days after receipt of written notice of the direction from
Ambac shall be deemed an Event of Default under the Resolution; provided, however,
that if compliance cannot occur within such period, then such period will be extended so
long as compliance is begun within such period and diligently pursued, but only if such
extension would not materially adversely affect the interests of any Holder of the Series
2005 Bonds.
(D) Payment Procedure Pursuant to Bond Insurance Policy. The Issuer agrees
to comply with the following provisions and to cause the Paying Agent for the Series
200S Bonds to comply with the following provisions:
(i) At least one day prior to all interest payment dates the Issuer or the
Paying Agent will determine whether there will be sufficient funds in the funds
and accounts established under the Resolution to pay the principal of or interest on
the Series 2005 Bonds on such interest payment date. If the Issuer or the Paying
Agent determines that there will be insufficient funds in such funds or accounts,
such entity shall immediately notify the other and Ambac. Such notice shall
specify the amount of the anticipated deficiency, the Series 2005 Bonds to which
such deficiency is applicable and whether such Series 2005 Bonds will be
deficient as to principal or interest, or both. If either the Issuer or the Paying
Agent has not so notified Ambac at least one day prior to an interest payment date,
Ambac will make payments of principal or interest due on the Series 2005 Bonds
on or before the first day next following the date on which Ambac shall have
received notice of nonpayment from the Issuer or the Paying Agent.
(ii) The Paying Agent or the Registrar shall, after it or the Issuer gives
notice to Ambac as provided in (D)(i) above, make available to Ambac and, at
Ambac's direction, to The Bank of New York in New Yprk, New York, as
insurance trustee for Ambac or any successor insurance trustee (the "Insurance
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Trustee"), the registration books of the Issuer maintained by the Registrar and all
records relating to the funds and accounts maintained under the Resolution.
(iii) The Paying Agent or the Registrar shall provide Ambac and the
Insurance Trustee with a list of Holders of Series 2005 Bonds entitled to reeeive
principal or interest payments from Ambac under the terms of the Bond Insurance
Policy, and shall make arrangements with the Insurance Trustee (a) to mail checks
or drafts to the Holders of the Series 2005 Bonds entitled to receive full or partial
interest payments from Ambac and (b) to pay principal upon the Series 2005
Bonds surrendered to the Insurance Trustee by the Holders of the Series 2005
Bonds entitled to receive full or partial principal payments from Ambac.
(iv) The Paying Agent shall, at the time it provides notice to Ambac
pursuant to (D)(i) above, notify Holders of Series 2005 Bonds entitled to receive
the payment of principal or interest thereon from Ambac (a) as to the fact of sueh
entitlement, (b) that Ambac will remit to them all or a part of the interest payments
next coming due upon proof of Series 2005 Bondholder entitlement to interest
payments and delivery to the Insurance Trustee, in form satisfactory to the
Insurance Trustee, of an appropriate assignment of the Holder's right to payment,
(c) that should they be entitled to reeeive full payment of principal from Ambac,
they must surrender their Series 2005 Bonds (along with an appropriate instrument
of assignment in form satisfactory to the Insurance Trustee to permit ownership of
such Series 2005 Bonds to be registered in the name of Ambac) for payment to the
Insurance Trustee, and not the Paying Agent, and (d) that should they be entitled
to receive partial payment of principal from Ambac they must surrender their
Series 2005 Bonds for payment thereon first to the Paying Agent who shall note
on such Series 2005 Bonds the portion of the principal paid by the Paying Agent
and then, along with an appropriate instrument of assignment in form satisfactory
to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid
portion of principal.
(v) In the event that the Paying Agent has notice that any payment of
principal of or interest on a Series 2005 Bond which has become due for payment
and which is made to a Series 2005 Bondholder by or on behalf of the Issuer has
been deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a eourt having competent
jurisdiction, the Paying Agent shall, at the time Ambac is notified pursuant to
(D)(i) above, notify all Holders that in the event that any Holder's payment is so
recovered, such Holder will be entitled to payment from Ambac to the extent of
such recovery if sufficient funds are not otherwise available, and the Paying Agent
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shall furnish to Ambac its records evidencing the payments of principal of and
interest on the Series 200S Bonds which have been made by the Paying Agent and
subsequently recovered from Holders and the dates on which such payments were
made.
(vi) In addition to those rights granted Ambac under the Resolution,
Ambac shall, to the extent it makes payment of principal of or interest on Series
2005 Bonds, become subrogated to the rights of the recipients of such payments in
aecordance with the terms of the Bond Insurance Policy, and to evidence such
subrogation (a) in the case of subrogation as to claims for past due interest, the
Paying Agent shall note Ambac's rights as subrogee on the registration books of
the Issuer maintained by the Registrar upon receipt from Ambac of proof of the
payment of interest thereon to the Holders of the Series 2005 Bonds, and (b) in the
case of subrogation as to claims for past due principal, the Paying Agent shall note
Ambac's rights as subrogee on the registration books of the Issuer maintained by
the Registrar upon surrender of the Series 2005 Bonds by the Holders thereof
together with proof of the payment of principal thereof.
(E) Consent of Ambac.
(i) Any provision of the Resolution expressly recognizing or granting
rights in or to Ambac may not be amended in any manner which affects the rights
of Ambac hereunder or thereunder without the prior written consent of Ambac.
(ii) Except as otherwise provided in the Resolution, Ambac's consent
shall be required for the following purposes: (a) execution and delivery of any
Supplemental Resolution if Series 2005 Bondholder consent is required pursuant
to the Resolution; (b) removal of the Paying Agent and selection and appointment
of any successor Paying Agent; and (c) initiation or approval of any action not
described in (a) or (b) above which requires consent of the Series 2005
Bondholders.
(iii) Any reorganization or liquidation plan with respect to the Issuer
must be acceptable to Ambac. In the event of any reorganization or liquidation,
Ambac shall have the right to vote on behalf of all Series 2005 Bondholders
absent a default by Ambac under the Bond Insurance Policy.
(iv) Anything in the Resolution to the contrary notwithstanding, upon the
occurrence and continuance of an Event of Default as defined in the Resolution,
Ambae shall be entitled to control and direct the enforcement of all rights and
13
remedies granted to the Series 2005 Bondholders for the benefit of the Series 200S
Bondholders under the Resolution.
(F) Provisions Concerning the Paving Agent.
(i) The Paying Agent may be removed at any time at the request of
Ambae, for any breach of the trust set forth in the Resolution.
(ii) Ambac shall receive prior written notice of any Paying Agent
resignation or removal.
(iii) Every successor Paying Agent appointed by the Issuer shall be a
trust company or bank in good standing located in or incorporated under the laws
of the State, duly authorized to exercise trust powers and subject to examination
by federal or state authority, having a reported capital and surplus of not less than
$40,000,000 and acceptable to Ambac. Any successor Paying Agent shall not be
appointed unless Ambac approves such successor in writing.
(iv) Notwithstanding any other provision of the Resolution, in
determining whether the rights of the Series 2005 Bondholders will be adversely
affected by any action taken pursuant to the terms and provisions of the
Resolution, the Issuer shall consider the effect on the Series 2005 Bondholders as
if there were no Bond Insurance Policy.
(v) Notwithstanding any other provision of the Resolution, no removal,
resignation or termination of the Paying Agent shall take effect until a successor,
acceptable to Ambac, shall be appointed.
(G) Interested Parties. To the extent that the Resolution confers upon or gives
or grants to Ambac any right, remedy or claim under or by reason of the Resolution,
Ambac is hereby explicitly recognized as being a third-party beneficiary hereunder and
thereunder and may enforce any such right, remedy or claim conferred, given or granted
hereunder and thereunder. Nothing in the Resolution, expressed or implied, is intended
or shall be construed to confer upon, or to give or grant to, any person or entity, other
than the Issuer, the Paying Agent, the Registrar, Ambac and the Holders of the Series
200S Bonds, any right, remedy or claim under or by reason of the Resolution or any
covenant, condition or stipulation hereof or thereof, and all covenants, stipulations,
promises and agreements in the Resolution contained by and on behalf of the Issuer shall
be for the sole and exclusive benefit of the Issuer, the Paying Agent, the Registrar,
Ambac and the Holders of the Series 2005 Bonds.
14
(H) Defeasance. Notwithstanding anything herein or in the Resolution to the
contrary, in the event that the principal and/or interest due on the Series 2005 Bonds shall
be paid by Ambac pursuant to the Bond Insurance Policy, the Series 2005 Bonds shall
remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be
considered paid by the Issuer, and the lien on and pledge of the Pledged Funds and all
covenants, agreements and other obligations of the Issuer to the Holders shall continue to
exist and shall run to the benefit of Ambac, and Ambac shall be subrogated to the rights
of such Holders.
(I) Security Provisions.
(i) The Resolution creates a valid and binding pledge of the Pledged
Funds in favor of the Holders of the Series 2005 Bonds as security for payment of
the Series 2005 Bonds, enforceable by the Holders of the Series 2005 Bonds in
accordance with the terms of the Resolution.
(ii) The Issuer has not heretofore made a pledge of, granted a lien on or
security interest in, or made an assignment or sale of the Pledged Funds that ranks
on a parity with or prior to the pledge of the Pledged Funds granted by the
Resolution. The Issuer shall not hereafter make or suffer to exist any pledge or
assignment of, lien on, or security interest in such Pledged Funds that ranks Plior
to or on a parity with the pledge of the Pledged Funds granted by the Resolution,
exccpt as expressly permitted by the Resolution.
(1) Hedge Agreements. So long as any Outstanding Bonds are insured by
Ambac, the Issuer shall not enter into any Hedge Agreements relating to the Bonds
without the written consent of Ambac.
(K) Reserve Account Insurance Policv. The Issuer and Paying Agent shall do
all things required by the Resolution, the Guaranty Agreement and Ambac to utilize the
Reserve Account Insurance Policy in accordance with its terms.
SECTION 17. RESERVE ACCOUNT. Pursuant to the proVISIOns of
Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount
in the Reserve Account for the Series 2005 Bonds whieh shall be designated as the
"Series 200S Subaccount" of the Reserve Account. The Series 2005 Subaccount shall
solely seeurc the Series 2005 Bonds; any moneys, investments and Reserve Account
Insurance Policies in the Series 200S Subaccount shall be pledged solely to the payment
of the Series 2005 Bonds. Funds and any Reserve Account Insurance Policies on deposit
in the Series 2005 Subaccount shall be maintained in an amount equal to the Reserve
Account Requirement for the Series 2005 Bonds. The Series 2005' Bonds shall not be
15
secured by any funds or Reserve Account Insurance Policies on deposit in the Reserve
Account, other than the funds or Reserve Account Insurance Policies on deposit in the
Scries 2005 Subaccount. Initially, the Series 2005 Subaccount shall be funded by a
Rcserve Account Insurance Policy issued by the Insurer with a face amount equal to the
Reserve Aecount Requirement for the Series 2005 Bonds.
SECTION 18. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the award of the Series 2005 Bonds in accordance with this Supplemental
Resolution and the Official Notice of Sale, the Issuer hereby covenants and agrees that, in
order to provide for compliance by the Issuer with the secondary market disclosure
requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"),
it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate to be executed by the Issuer and dated the date of delivery of the Series 2005
Bonds, as it may be amended from time to time in accordance with the terms thereof.
The Continuing Disclosure Certificate shall be substantially in the form attached hereto
as Exhibit E with such changes, amendments, modifications, omissions and additions as
shall be approved by the Chair who is hereby authorized to execute and deliver such
Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer
10 comply with such Continuing Disclosure Certificate shall not be considered an Event
of Default under the Resolution; provided, however, any Series 2005 Bondholder may
takc 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
undcr this Section 17 and the Continuing Disclosure Certificate. For purposes of this
Scction 17, "Series 2005 Bondholder" shall mean any Person who (A) has the power,
dircctly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Series 2005 Bonds (including persons holding Series 2005 Bonds through nominees,
depositories or other intermediaries), or (B) is treated as the owner of any Series 2005
Bonds for federal income tax purposes.
SECTION 19. GENERAL AUTHORITY. The members of the Board, the
Clcrk and the officers, attorneys and other agents or employees of the Issuer are hereby
authorized to do all acts and things required of them by this Supplemental Resolution, the
Rcsolution, the Official Statement, the Continuing Disclosure Certificate or the Guaranty
Agrccment or desirable or consistent with the requirements hereof or the Resolution, the
Official Statement, the Continuing Disclosure Certificate or the Guaranty Agreement for
thc full punctual and complete performance of all the terms, covenants and agreements
contained herein or in the Series 2005 Bonds, the Resolution, the Official Statement, the
Continuing Disclosure Certificate, and the Guaranty Agreement and each member,
employee, attorney and officer of the Issuer or the Board and the Clerk is hereby
authorized and direeted to execute and deliver any and all papers and instruments and to
16
do and cause to be done any and all acts and things necessary or proper for carrying out
the transactions contemplated hereunder. If the Chair is unavailable or unable at any time
to perform any duties or functions hereunder, including but not limited to those described
in Sections 5, 6 and 7 hereof, the Vice-Chair is hereby authorized to act on his or her
behal f.
SECTION 20. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Series
2005 Bonds.
SECTION 21. RESOLUTION NO. 03-247. This Supplemental Resolution
shall supersede and replace the provisions of Sections 1,4,5,6,8,9 and 10 of Resolution
No. 03-247 adopted on July 29, 2003. The remaining Sections of said Resolution No. 03-
247 shall remain in full force and effect.
SECTION 22. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Resolution and all the terms and provisions thereof are and
shall remain in full force and effect.
17
SECTION 23. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon. its adoption.
DUL Y ADOPTED, in Regular Session this 24th day of May, 200S.
(SEAL)
BOARD OF COUNTY COMMISSIONERS
OFCOI~~T:;FA
Chair
"'"
ATTEST:
, . . . . . . ':, <i.~.'..'
-';.~':,:>t'
.. .
...' . ,;1' ._ ..-;....
/p/l/1) lJ. f/m~&I>;~Vjt; "
" . / "'. 'y. -....... :
Clerk Att4IIt:.. to-'elI..'s
atflld>>rt. ..li~;';"
APPROVErJ ASTItPORM AND
LEGAL SUFFICIENCY:
County Attorney
18
EXHIBIT A
DESCRIPTION OF 2005 PROJECTS
Transportation Capital Proiects
Collier Boulevard (Davis to US41)
13th Street Bridge
Immokalee Rd, CR951143'd Ave NE
Coconut Creek Estates
East/West Livingston Rd, US411Livingston
Livingston Rd, GGP/PRR
Planning Consultants
Goodlette Rd, 4 lane PRRlVBR
Logan Blvd PRR - Immk
VBR (Collier-Wilson Blvd)
Rattlesnake Polly to CR 95 I
Traffic Signals
Airport Road Median
North II th Street
Livingston Rd PRRlImmk (CR862-CR896)
GG Blvd CR951 to Wilson Blvd
Radio Rd Santa Barbara/SR84
Radio Road Livingston to SBB
CR95l Golden Gate Blvd - Immk Rd
Immokalee Rd US411I-75
Bridge Structures
13th Street Improvements
Airport Rd & Enterprise Ave Intersection
Collier Blvd (Davis S - US41)
Santa Barbara (Davis - Rattlesnake)
Vanderbilt Drive (Wiggins - BBR)
Collier Blvd (GBB to Green)
Davis Intersection Improvements
Wilson Blvd (Immk - GGB)
Collier Blvd (Davis - GGPKWY)
GGPKWY (US41-Goodlette Rd)
Randall Blvd
SR 82 Lee Cnty Line to SR 29
Oil Well (Everglades to E. Desoto)
Goodlette Frk (PRR-GGPKWY)
Minor Turnlanes
Immk Master Mitg.
GGPKWY, 6 lane Airport/Santa Bar
Whippoorwill Lane Ph I
County Barn Road
Pine Ridge Road
Imm RdlOil Well to SR29
Livingston Road Extension
VBR (Wilson - Desoto)
Advanced ROW
Major Reconstruction/Resurfacing
Master Mitigation
Airport Rd - CR 896 to VBR
Santa Barbara 6 Lane Davis/PRR
Vanderbilt Bch Airport to CR 951
Radio Rd Airport to LiVIngston Rd
Livingston Road North (Immk - Lee
Cnty Line)
Vanderbilt Beach Road
Tumlane Construction
Golden Gate Pkwy (Goodlette -
CR31)
Immokalee Rd I75-CR 951
CR951 Monitoring
Collector/Minor Arterial Roads
Goodlette Fr Rd (VBR - Immk)
Green Blvd Ext (Liv - SBB)
Green Blvd (Sunshine - SBB)
Pine Ridge Rd (Logan - Collier)
Golden Gate Blvd (Wilson - Desoto)
Golden Gate Estates E/W Cdr Study
CR951 Extension (Immk - BBR)
Everglades (Oil Well to GGB)
Oil Well (Immk - Everglades Blvd)
Oil Well (E Desoto - Camp Keis)
EXHIBIT B
FORM OF OFFICIAL NOTICE OF SALE
OFFICIAL NOTICE OF SALE
$100,000,000*
Collier County, Florida
Gas Tax Revenue Bonds, Series 2005
Electronic Bids, as Described Herein
Will Be Accepted Until
10:00 a.m., Eastern Daylight Savings Time, June 7, 2005*
* Preliminary, subject to change.
Collier CQlIll~r. Florida - Gas Tax Rl'l'l'IIt1e BOllils. Series 2005 -- Official Notice o(.foiate
Page {
OFFICIAL NOTICE OF SALE
. $] 00,000,000*
Collier County, Florida
Gas Tax Revenue Bonds, Series 2005
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the
date and up to the time specified below:
DA TE: Tuesday, June 7, 2005*
TIME: 10:00 A.M. Eastern Daylight Savings Time*
ELECTRONIC BIDS: May be submitted only through Bidcomp/Parity Competitive
Bidding System ( "PARITY") as described below. No other form
of bid or provider of electronic bidding services will be accepted.
GENERAL
Bids will be received at the office of the County Manager, Collier County
Government Complex, 3301 East Tamiami Trail, Building F Naples, Florida 34112, for
the purchase of all, but not less than all, of the $100,000,000* Collier County, Florida
Gas Tax Revenue Bonds, Series 2005 (the "Bonds") to be issued by Collier County,
Florida (the "County") pursuant to the terms and conditions of Resolution No. 2003-89
adopted by the Board of County Commissioners (the "Board") of the County on February
25, 2003, as amended and supplemented from time to time, and as particularly amended
and supplemented by a resolution adopted by the Board on May 24,2005 (collectively,
the "Bond Resolution"). Such bids will be opened in public in accordance with
applicable legal requirements.
The Bond proceeds will be used to (i) finance the costs of various transportation
capital improvements within the County and (ii) pay certain costs of issuance of the
Bonds, including the premiums for municipal bond insurance and reserve account
Illsurance.
The Bonds are more particularly described in the Preliminary Official Statement
dated [June 2, 2005) (the "Preliminary Official Statement") relating to the Bonds,
available at I-Deal, LLC's website, www.i-dealprospectus.com.This Official Notice of
Sale contains certain information for quick reference only. It is not, and is not intended to
bc. a summary of the Bonds. Each bidder is required to read the entire Preliminary
Official Statement to obtain information essential to making an informed investment
decision.
" Preliminary, subject to change.
Collia COlll/fy, Florida - Gas Tax Rt>\!t!lIllt! BOllds. Series 1005 - Official Notice of Sale
PUKe 2
Prior to accepting bids, the County reserves the right to change the principal
amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a
later date or time, or cancel the sale. Notice of a change or cancellation will be
announced via The Bond Buyer news service at the internet website address
www.tm3.com. not later than Noon, Eastern Daylight Savings Time, on the day
preceding the bid opening or as soon as practicable. Such notice will specify the revised
principal amount or terms, if any, and any later date or time selected for the sale, which
may be postponed or cancelled in the same manner. If the sale is postponed, a later public
sale may be held at the hour, in the manner, and on such date as communicated upon at
least twenty-four (24) hours notice via The Bond Buyer news service at the internet
website address www.tm3.com. The County reserves the right, after the bids are opened,
to adjust the principal amount of the Bonds, as further described herein. See
"ADJUSTMENT OF AMOUNTS AND MATURITIES."
To the extent any instructions or directions set forth in PARITY conflict with this
Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further
information about PARITY and to subscribe in advance of the bid, potential bidders may
contact PARITY at (212) 849-5021.
Each prospective eleetronic bidder must be a subscriber to PARITY. Each qualified
prospective electronic bidder shall be solely responsible to make necessary arrangements
to view the bid form on PARITY and to access PARITY for the purposes of submitting its
bid in a timely manner and in compliance with the requirements of the Official Notice of
Sale. Neither the County nor PARITY shall have any duty or obligation to provide or
assure aceess to PARITY to any prospective bidder, and neither the County nor PARITY
shall be responsible for a bidder's failure to register to bid or for proper operation of, or
have any liability for any delays or interruptions of, or any damages caused by, PARITY.
The County is using PARITY as a communication mechanism, and not as the County's
agent, to conduct the electronic bidding for the Bonds. The County is not bound by any
advice and determination of PARITY to the effect that any particular bid complies with
the terms of this Official Notice of Sale and, in partieular, the bid specifications
hereinafter set forth. All costs and expenses incurred by prospective bidders in
connection with their registration and submission of bids via PARITY are the sole
responsibility of such bidders and the County shall not be responsible, directly or
indirectly, for any such costs or expenses. If a prospective bidder encounters any
difficulty in submitting, modifying or withdrawing a bid for the Bonds, the prospective
bidder should immediately telephone PARITY at 212-849-S021 and notify the County's
Financial Advisor, Public Financial Management, Inc., at 239-939-3009. The County
shall have no responsibility for technological or transmission errors that any bidder may
experience in transmitting a bid. The use of PARITY shall be at the bidder's risk and
expense, and the County shall have no liability with respect thereto.
Collier COlfll1}'. Floritfll- Gas Tax Revenue BOllds. Series 1005 - Official Notice of Sale
Page 3
THE BONDS
The Bonds will be issued in fully registered, book-entry only form, without
coupons, will be dated as of their date of delivery (currently anticipated to be June 29,
200S), will be issued in denominations of $5,000 or integral multiples thereof, will bear
interest from their dated date until paid at the annual rate or rates specified by the
successful bidder, subject to the limitations specified below, payable as shown on the
Summary Table set forth herein. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Bonds must meet the minimum and maximum coupon and
reoffering price criteria shown in the Summary Table on a maturity and aggregate basis.
The Bonds will mature on the dates, in the years and principal amounts shown on
the Summary Table as serial bonds except as otherwise adjusted as described herein.
STRUCTURE
Any two to four consecutive maturities of the Bonds maturing on or after June 1,
2016 bearing interest at the same rate may be combined into up to four term bonds with
mandatory sinking fund installments equal to the amounts specified in the Official Notice
of Sale for the years combined to form a term bond.
OPTIONAL REDEMPTION
The Bonds maturing prior to June 1,2016 are not subject to optional redemption
prior to maturity. The Bonds maturing on and after June I, 2016 are subject to
redemption in whole or in part, at any time, on or after June I, 2015, in such order of
maturities as may be determined by the County (less than all of a single maturity to be
selected by lot), at a redemption price equal to 100% of the principal amount of the
Bonds to be redeemed plus accrued interest to the date fixed for redemption.
SECURITY
Bonds will be payable from and will be secured by, on a parity with the County's
Gas Tax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), outstanding in the
principal amount of $89,55S,000 as of June 2, 2005, and any Additional Bonds (as
detined in the Resolution) subsequently issued pursuant to the Bond Resolution
(collectively, the "Parity Bonds"). The Bonds and the Parity Bonds are secured by a
pledge of and lien upon the Pledged Funds (as defined in the Bond Resolution) which
include the Gas Tax Revenues (as defined in the Bond Resolution), all as described in the
Prcliminary Official Statement.
Collier COUllfJ', Florida - Gas Tax Rel'eJlltt! Bouds. Series 1005 - Offidal Notice of Sa/I!
PQ~e 4
Summary Table
If numencal or date references contained in the body of this Official Notice of Sale conflict with this Summary Table,
the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed
explanation of the items contained in the Su~ary Table, including interpretation of such items and methodologies
used to detennine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the
entire Preliminary Official Statement.
Terms of the Bonds
Dated Date
Anticipated Delivery Date
Interest Payment Dates
Principal Payment Dates (June I):
Year
2006
2007
2008
2009
2010
2011
2012
Princioal Amount*
$ 30,000
835,000
860,000
885,000
910,000
1,880,000
1.940,000
Interest Calculation
Ratings:
Biddine: Parameters
Sale Date
Bidding Method
All or none vs. Maturity-by-Maturity
Bid A ward Method
Bid Confirmation
Bid A ward
Good Faith Deposit
Coupon Multiples
Maximum Coupon
Minimum Coupon
Optional Redemption
Term Bonds
Maximum Reoffering Price:
Minimum Reoffering Price:
Insurance
Year
2013
2014
2015
2016**
2017**
2018**
2019**
Moody's
S&P
Fitch
Maturity
Aggregate
Maturity
Aggregate
Date of Delivery
June 29, 2005*
June I and December I, commencing December 1,2005
Princioal Amount*
$2,010,000
2,080,000
2,155,000
6,470,000
6,715,000
6,980,000
7,255,000
Year
2020**
2021**
2022**
2023**
2024**
2025**
Princioal Amount*
$ 7,545,000
7,845,000
8, t 70,000
8,510,000
13,180,000
13,745,000
360-day year of twelve 30-day months
A2
A
A+
June 7, 2005*
PARITY
All-or-none
Lowest true interest cost
Fax signed Official Confirmation of Bid Form
As soon as practicable on day of sale
$ I 00.000,000; Surety bond required prior to bid
1/8 or 1/20 of 1 %
5.25%
None
Yes, on or after June 1,2015
Yes, at bidder's option. See "STRUCTURE" herein.
Unlimited
Unlimited
98,0%
99.0%
Yes. all maturities, by Ambac Assurance Corporation;
premium to be paid by the County
Principal Increases:
Adjustment Parameters (As required to optimize funding of projects)
Principal Reductions:
Maturity
Aggregate
Maturity
Aggregate
Unlimited
10.0%
Unlimited
IO.OIX,
* Preliminary, subject to change.
** May be combined mto lip to four term bonds. See "STRUCTURE" herein.
Collier COllllt}', florida ~ Gtl.'\ F(L\: Rel'elllle 8011t1s. Series 2005 - Official Notice of Sale
Page 5
ADJUSTMENT OF AMOUNT AND MATURITIES
The aggregate principal amount of each maturity of Bonds is subject to adjustment
by the County after the receipt and' opening of the bids for their purchase. Changes to be
made after the opening of the bids will be communicated to the successful bidder directly
prior to 8:00 a.m., Eastern Daylight Savings Time on the date following the sale date.
The County may cancel the sale of the Bonds or adjust the aggregate principal
amount. The County may increase or decrease the principal amount of the Bonds or any
maturity thereof by no more than the individual maturity or aggregate principal
percentages, if any, shown in the Summary Table. The County will consult with the
successful bidder before adjusting the amount of any maturity of the Bonds or canceling
the Bonds; however, the County reserves the sole right to make adjustments, within the
limits described above, or cancel the sale of the Bonds.
Adjustment to the size of the Bonds within the limits described above does not
relieve the purchaser from its obligation to purchase all of the Bonds offered by the
County.
Each bid must specify the initial reoffering prices to the public of each maturity of
Bonds. Adjustments may be made to the principal amounts based on the reoffering prices
shown on PARITY. In determining whether there will be any revision to the principal
amount of or maturity of the Bonds subsequent to the bid opening and award, the County
expeets that changes may be made that are necessary to increase or decrease the principal
amount of the Bonds to meet the County's project funding objectives, all subject to the
limitations set forth above.
In the event that the principal amount of any maturity of the Bonds is revised after
the award, the interest rate and reoffering price for each maturity and the Underwriter's
Discount on the Bonds as submitted by the successful bidder shall be held constant. The
"Underwriter's Discount" shall be defined as the difference between the purchase price of
the Bonds submitted by the bidder and the price at which the Bonds will be issued to the
public, calculated from information provided by the bidder, divided by the par amount of
the Bonds bid.
FORM AND PAYMENT
The Bonds will be issued in fully registered, book-entry only form and a bond
certificate for each maturity will be issued to The Depository Trust Company, New York,
Ncw York ("DTC"), registered in the name of its nominee, Cede & Co. A book-entry
system will be employed, evidencing ownership of the Bonds, with transfers of
ownership effected on the records of DTC and its participants pursuant to rules and
procedures adopted by DTC and its partieipants. The successful bidder, as a condition to
delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the
Rcgistrar (as defined below), registered in the name of Cede & Co. Principal of,
Collier COUllty, Florida - Ga!'.. Tax Re~'ellue Bonds. Series 2005 - Official Notice ofSa/e
Page 6
premium, if any, and interest on the Bonds will be payable by U.S. Bank, National
Association, the paying agent and registrar (the "Registrar") for the Bonds by wire
transfer or in clearinghouse funds. to DTC or its nominee as registered owner of the
Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial
owners by participants of DTC will be the responsibility of such participants and other
nominees of beneficial owners. Neither the County nor the Registrar will be responsible
or liable for payments by DTC to its participants or by DTC participants to beneficial
owners or for maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.
Principal of, and premium, if any, on the Bonds will be payable on surrender
thereof at the principal office of the Registrar on the dates, in the years and amounts
established in accordance with the award of the Bonds. Interest on the Bonds is payable
on the dates shown in the Summary Table. The Registrar will mail interest payments on
the Bonds on each interest payment date to the owners of the Bonds at the addresses
listed on the registration books maintained by the Registrar for such purpose on the
fifteenth day (whether or not a business day) of the calendar month next proceeding the
applicable payment date, as described in the Bond Resolution. So long as DTC or its
nominee is the registered owner of the Bonds, payments of principal, interest and any
redemption premium on the Bonds will be made to DTC or its nominee.
PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL
STATEMENT
The County has authorized the preparation and distribution of a Preliminary
Offieial Statement containing information relating to the Bonds. The Preliminary Official
Statement has been deemed final by the County as required by Rule 15c2-12 of the
Securities and Exchange Commission. The County will furnish the successful bidder on
the date of closing, with its certificate as to the completeness and accuracy of the Official
Statement.
The Preliminary Official Statement and this Official Notice of Sale and any other
information concerning the proposed financing will be available electronically at I-Deal,
LLC's website, www.i-dealprospectus.com. Assistance in obtaining the documents will
be provided by I-Deal, LLC customer service at 212-849-5021 or from Public Financial
Management, Inc., Financial Advisor to the County, 13350 Metro Parkway, Suite 302,
Fort Myers, FL 33912, Phone 239-939-3009, Fax 239-939-1220 or email
sheltonl@pfm.com.
The Preliminary Official Statement, when amended to reflect the actual amount of
the Bonds sold, the interest rates specified by the successful bidder and the price or yield
at which the successful bidder will reoffer the Bonds to the public, together with any
other information required by law, will constitute a final "Official Statement" with
respect to the Bonds as that term is defined in Rule 15c2-12. No more than seven
Collier COUltt)" Florida - Gas Tax Revellue Bouds. Series 2005 - Official Notice of Sale
Page 7
business days after the date of the sale, the County will provide without cost to the
respective successful bidder up to 200 copies of the Official Statement. If the Bonds are
awarded to a syndicate, the County. will designate the senior managing underwriter of the
syndicate as its agent for purposes of distributing copies of the Official Statement to each
participating underwriter. Any underwriter submitting a bid with respect to the Bonds
agrees thereby that if its bid is accepted, it shall accept such designation and shall enter
into a contractual relationship with all participating underwriters for the purpose of
assuring the receipt and distribution by each participating underwriter of the Official
Statement.
LEGAL OPINIONS
The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson,
P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be
furnished without cost to the purchaser and all bids will be so conditioned. A form of
Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix E.
Certain matters will be passed on for the County by David C. Weigel, Esq., County
Attorney and Bryant Miller & Olive P.A., the County's Disclosure Counsel.
A legal opinion (or reliance letter thereon) of Bryant Miller & Olive P.A., Tampa,
Florida, Disclosure Counsel, and a legal opinion of David C. Weigel, Esq., County
Attorney, with respect to certain matters concerning the Official Statement will be
furnished without charge to the successful bidder at the time of delivery of the Bonds.
BIDDING PROCEDURE; OFFICIAL BID FORMS
Only electronic bids submitted via PARITY will be accepted. No other provider of
electronic bidding services will be accepted. No bid delivered in person or by facsimile
directly to the County will be accepted. Bidders are permitted to submit bids for the
Bonds during the bidding time period, provided they are eligible to bid as described
under "GENERAL" above.
Each electronic bid submitted via PARITY shall be deemed an irrevocable offer in
response to this Official Notice of Sale and shall be binding upon the bidder as if made
by a signed, sealed bid delivered to the County. All bids remain firm until an award is
made. The successful bidder must confirm the details of such bid by a signed Official
Confirmation of Bid Form delivered by fax to Public Financial Management, Inc. at 239-
939-1220 no later than one hour after being notified by the County of being the winning
bidder, the original of which must be received by Public Financial Management, Inc.,
Finaneial Advisor to the County on the following business day at 13350 Metro Parkway,
Suite 302, Fort Myers, FL 33912. Failure to deliver does not relieve the bidder of the
obligation to purchase the Bonds.
Collier Cou"t)'. Florida - Gas Tax Revellue BOllds. Series 1005 - Official Notice of Sale
PQ1:e8
FORM OF BID
Bidders must bid to purcha~e all maturities of the Bonds. Each bid must specify
(I) an annual rate of interest for each maturity, (2) reoffering price or yield for each
maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than
one (I) bid from any bidder will be considered.
A bidder must specify the rate or rates of interest per annum (with no more than
one rate of interest per maturity), which the Bonds are to bear, to be expressed in
multiples of 118 or 1120 of 1 %. Any number of interest rates may be named, but the
Bonds of each maturity must bear interest at the same single rate for all bonds of that
maturity.
Each bid for the Bonds must meet the minimum and maximum coupon criteria and
minimum and maximum reoffering price criteria shown in the Summary Table on a
maturity and aggregate basis.
Each bidder must specify, as part of its bid, the prices or yields at which a
substantial amount (i.e., at least 10%) of the Bonds of each maturity will be offered and
sold to the public. Reoffering prices presented as a part of the bids will not be used in
computing the bidder's true interest cost. As promptly as reasonably possible after bids
are received, the County will notify the successful bidder that it is the apparent winner.
MUNICIPAL BOND INSURANCE
The County has received a commitment from Ambac Assurance Corporation of its
intent to issue a municipal bond insurance policy insuring payment of principal and
interest on the Bonds, when due. The cost of municipal bond insurance will be paid by
the County. Information regarding the bond insurance commitment may be obtained from
the Public Financial Management, Inc., Financial Advisor to the County, 13350 Metro
Parkway, Suite 302, Fort Myers, FL 33912, 239-939-3009, sheltonl@pfm.com.
AWARD OF BID
The County expects to award the Bonds to the winning bidder as soon as
practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to
the award. Unless all bids are rejected, the Bonds will be awarded by the County on the
sale date to the bidder whose bid complies with this Official Notice of Sale and results in
the lowest True Interest Cost ("TIC") to the County. The lowest TIC will be determined
by doubling the semi-annual interest rate, compounded semi-annually, necessary to
discount the debt service payments from the payment dates to the dated date of the Bonds
and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer
to purchase the Bonds at the same lowest TIC, the County will award the Bonds to one of
such bidders by lot. Only the final bid submitted by any bidder through PARITY will be
Collier County, Florida - Gas Tax Revenue Bonds, Series 2005 - Official Notice o/Sale
Page 9
considered. The right reserved to the County shall be final and binding upon all bidders
with respect to the form and adequacy of any proposal received and as in its conformity
to the terms of this Official Notice of Sale.
RIGHT OF REJECTION
The County reserves the right, in its discretion, to reject any and all bids and to
waive irregularity or informality in any bid.
DELIVERY AND PAYMENT
Delivery of the Bonds will be made by the County to DTC in book-entry only
form, in New York, New York on or about the delivery date shown in the Summary
Table, or such other date agreed upon by the County and the successful bidder. Payment
for the Bonds must be made in Federal Funds or other funds immediately available to the
County at the time of delivery of the Bonds. Any expenses incurred in providing
immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the
purchaser. The County intends to conduct the closing in Naples, Florida.
RIGHT OF CANCELLATION
The successful bidder will have the right, at its option, to cancel its obligation to
purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same
for delivery within 60 days from the date of sale thereof, and in such event the successful
biddcr will be entitled to the return of the Good Faith Deposit accompanying its bid.
GOOD FAITH DEPOSIT
Each bid for the purchase of the Bonds must be accompanied by a financial surety
bond which guarantees payment to the County of the Good Faith Deposit amount shown
in the Summary Table to secure the County against any loss resulting from a failure of
thc suecessful bidder to take up and pay for the Bonds in accordance with the terms of
this Official Notice of Sale and of their bids. Each financial surety bond must be from an
insurance company aeceptable to the County and licensed to issue such a bond in the
State of Florida. Each financial surety bond must be submitted to Public Financial
Management, Inc., Financial Advisor to the County, 13350 Metro Parkway, Suite 302,
Fort Myers, FL 33912, or by facsimile to 239-939-1220, prior to the time bids are
rcquired to be submitted and must be in form and substance acceptable to the County.
Each financial surety bond must identify each bidder whose deposit is guaranteed by such
tlnancial surety bond.
The successful bidder for the Bonds is required to submit its Good Faith Deposit
to the County in the form of a wire transfer in federal funds not later than 12:30 p.m.,
[astCIl1 Daylight Savings Time, on the next business day following the award. If such
{'oilier CoumJ'. Floridtl- Gas Ttu: Revenue BOllds. Serie!.'i 2005 - Official Notice of Sale
Page 10
deposit is not received by that time, the relevant financial surety bond will be drawn upon
by the County to satisfy the deposit requirement.
The Good Faith Deposit so wired will be retained by the County until the delivery
of such Bonds, at which time the good faith deposit will be applied against the purchase
price of such Bonds or the good faith deposit will be retained by the County as partial
liquidated damages in the event of the failure of the successful bidder to take up and pay
for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid.
The County will pay no interest on the good faith deposit. The balance of the purchase
price must be wired in federal funds to the account detailed in the closing memorandum
provided by the County to the successful purchaser, simultaneously with delivery of such
Bonds.
CUSIP NUMBERS
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither
failure to print such numbers on any Bonds nor any error with respect thereto will
constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and
pay for the Bonds. Bond Counsel will not review or express any opinion as to the
correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will
govern the assignment of specific numbers to the Bonds. The successful bidder will be
responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in
relation to the printing of CUSIP numbers on the Bonds will be paid for by the County;
provided, however, that the CUSIP Service Bureau charge for the assignment of said
numbers will be the responsibility of and will be paid for by the successful bidder.
BLUE SKY
The County has not undertaken to register the Bonds under the securities laws of
any state, nor investigated the eligibility of any institution or person to purchase or
participate in the underwriting of the Bonds under any applicable legal investment,
insurance, banking or other laws. By submitting a bid for the Bonds, the successful
bidder represents that the sale of the Bonds in states other than Florida will be made only
under exemptions from registration or, wherever necessary, the successful bidder will
register the Bonds in accordance with the securities laws of the state in which the Bonds
are offered or sold. The County agrees to cooperate with the successful bidder, at the
bidder's written request and expense, in registering the Bonds or obtaining an exemption
from registration in any state where such action is necessary; provided, however, that the
County shall not be required to consent to suit or to service of process in any jurisdiction.
DISCLOSURE OBLIGATIONS OF THE PURCHASER
Section 2 I 8.38( 1 )(b )(2), Florida Statutes, requires that the successful purchaser
file a statement with the County containing information with respect to any fee, bonus or
Collier Count)'. Florida - Gas Tax Reveuue BOllds. Series 2005 - Official Notice of Sale
PaKe II
gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to
any person not regularly employed or engaged by such underwriter or consultant. Receipt
of such statement is a condition precedent to the delivery of the Bonds to such successful
bidder. The winning bidder must (I) complete the Truth-in-Bonding Statement provided
by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate
whether such bidder has paid any finder's fee to any person in connection with the sale of
thc Bonds in accordance with Seetion 218.386, Florida Statutes. The successful purchaser
will be required to submit to the County prior to closing a certification to the effect that
(i) all of the Bonds have been subject of a bona fide initial offering to the public
(excluding bond houses, brokers or similar persons or organizations acting in the capacity
of underwriters or wholesalers) at prices no higher than those shown on the cover of the
Official Statement relating to the Bonds, (ii) to the best of their knowledge, and based on
their records and other information available to them which they believe to be correct, at
least 10 percent of each maturity of the Bonds were sold to the pub lie (excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters
or wholesalers) at initial offering prices not greater than or yields not lower than the
respective prices or yields shown on the eover of the Official Statement, and (iii) at the
timc they agreed to purchase the Bonds, based upon their assessment of the then
prevailing market conditions, they had no reason to believe any of the Bonds would be
sold to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers) at prices greater than or yields
lower than the respective prices or yields shown on the cover of the Official Statement.
CONTINUING DISCLOSURE
The County has covenanted to provide ongoing disclosure in accordance with
Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the
information to be contained in the annual report and the notices of material events are set
forth in the Continuing Disclosure Certificate which is reproduced in its entirety in
Appendix F attached to the Preliminary Official Statement for the Bonds. The covenants
havc been undertaken by the County in order to assist the successful purchaser in
complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange
Commission.
CERTIFICATE
The County will deliver to the purchaser of the Bonds a certificate of an official of
the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to
thc best of the knowledge and belief of said official, the Official Statement does not
contain an untme statement of a material fact or omit to state any material fact neeessary
in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading, and further certifying that the signatory knows of no
matcrial adverse change in the financial condition of the County. The County shall
t"ul11ish at its expense within seven (7) business days after the Bonds have been awarded
('oilier ComtfJ', Florida - Ga.~ Tax Rel'emle Boud.\'. Sail'S 2005 - Official Notice of Sale
Page /1
to the successful bidder no more than 200 copies of the final Official Statement.
Additional copies of the Official Statement may be provided at the request and expense
of the winning bidder.
CHOICE OF LAW
Any litigation or claim arising out of any bid submitted (regardless of the means of
submission) pursuant to this Official Notice of Sale shall be governed by and construed in
accordance with the laws of the State of Florida. The venue situs for any such action
shall be the state courts of the Twentieth Judicial Circuit in and for Collier County,
Florida.
NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the Convicted Vendor List (as
described in Florida Statutes) following a conviction for a public entity crime may not
submit a bid.
COLLIER COUNTY, FLORIDA
Dated: [June 2, 2005]
By: Isl Fred W. Covle
Chair, Board of County Commissioners of
Collier County, Florida
Collier COllIltJ. Fforida- (ias Tax Rel'(!flUe Bo"d,~. Series ](J()5 - Official Notice of Sale
Page 13
EXHIBIT A
TRUTH-IN-BONDING STATEMENT
June 7, 2005
Board of County Commissioners
Collier County, Florida
Re: Collier County, Florida Gas Tax Revenue Bonds, Series 2005
Dear Commissioners:
The purpose of the following two paragraphs is to furnish, pursuant to the
provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-
bonding statement required thereby, as follows:
(a) The County is proposing to issue $ principal amount of the
above-referenced Bonds for the principal purposes of (i) financing the costs
of various transportation capital improvements within the county (ii) to pay
certain costs of issuance of the Series 2005 Bonds, including the municipal
bond insurance premium and the reserve account insurance policy
premium. This obligation is expected to be repaid over a period of
approximately years. At a true interest cost of %, total interest
paid over the life of the obligation will be approximately
$
(b) The Bonds are limited obligations of the County. The principal source of
repayment or security for the Bonds is certain gas tax revenues received by
the County (as described in the Official Statement for the Bonds).
Authorizing this debt will result in approximately $
(representing the average annual debt service with respect to the Bonds) of
such moneys being used to pay debt serviee on the Bonds each year for
years.
The foregoing is provided for information purposes only and shall not affect or
control the actual terms and conditions of the Bonds.
Very truly yours,
Underwriter
By:
Authorized Signatory
( "ilia (()lm~r. Florida - Ga.~ TiLl( Revenue Bont/s. Series 1005 - Official Notice olSale
PUKe 1.J
OFFICIAL CONFIRMATION OF BID FORM
. $100,000,000*
Collier County, Florida
Gas Tax Revenue Bonds, Series 2005
The undersigned hereby offer to purchase all of the Collier County, Florida Gas
Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds"), to be dated as of the date of
delivery (expected to be June 29, 2005), described in the attached Official Notice of Sale
and the Preliminary Official Statement referred to therein, which by reference is made
part of this bid, for all but not less than all of said Series 2005 Bonds and will pay
therefor, at the time of delivery, in immediately available Federal Reserve Funds
Dollars ($ ),
bearing interest at the following rates per annum:
Year
(June 1)
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016**
2017**
2018**
2019**
2020**
2021**
2022**
2023**
2024**
2025**
Principal*
Amount
Interest
Rate
Reoffering
Price or Yield
$ 30,000
835,000
860,000
885,000
910,000
1,880,000
l,940,000
2,010,000
2,080,000
2,155,000
6,470,000
6,715,000
6,980,000
7,255,000
7,545,000
7,845,000
8,170,000
8,510,000
13,180,000
13,745,000
* Preliminary, subject to change.
** May be combined into up to four term bonds. See "STRUCTURE" herein.
Collier County. Floritlll- (ias Tax Ret'elttle BOIlt/s. Series 2005.~ Official Notice ofSah>
Page 15
Any two to four consecutive maturities of the Series 2005 Bonds maturing on or
after June I, 2016 bearing interest at the same rate may be combined into up to four term
bonds with mandatory sinking fund installments equal to the amounts specified in the
Ot1lcial Notice of Sale for the years combined to form a term bond.
The principal installments for the Series 2005 Bonds indicated on the previous
page shall be applied for the mandatory retirement of up to four Term Bonds maturing in
thc years and amounts and bearing interest as follows:
S Term Bonds maturing on October I, _at _% per annum to yield _% per
annum
S Term Bonds maturing on October I , _at _ % per annum to yield _ % per
annum
S Term Bonds maturing on October I, _at _% per annum to yield _% per
annum
S Term Bonds maturing on October 1, _at _% per annum to yield _% per
annum
GOOD FAITH DEPOSIT
In accordance with the attached Official Notice of Sale, we are the authorized
principal ofa Financial Surety Bond in the amount of One Million Dollars ($1,000,000)
with respect to this bid as described in the attached Official Notice of Sale.
MISCELLANOUS
This proposal is not subject to any conditions not expressly stated herein or in the
attached Official Notice of Sale. Receipt and review of the Preliminary Official
Statement relating to the Series 2005 Bonds is hereby acknowledged. The names of the
undcrwriters or member of the aecount or joint bidding account, if any, who are
associated for the purpose of this Proposal are listed either below or on a separate sheet
attached hereto.
TRUTH IN BONDING STATEMENT
Prior to an award, the successful bidder must complete, sign and deliver with this
Ot1lcial Confirmation of Bid Form the Truth in Bonding Statement which is attached to
the Official Notice of Sale as Exhibit A. The County reserves the right to assist the
bidder in correcting any inconsistencies or inaccuracies set forth in such Truth in
Bonding Statement. The County may waive any inconsistencies or inaccuracies relating
Coilil'r CoulI(l'. Florida - Gas Tax Rel'ellUf? BOllds. Series 2005 - Official Notice of Sale
PaKe /6
to such Statements and any such waived inconsistencies or inaccuracies shall not
adversely affect the bid.
Furthermore, pursuant to Section 218.386, Florida Statutes, the names, addresses
and estimated amounts of compensation of any person who has entered into an
understanding with the underwriters or, to the managing underwriter's knowledge, the
County, or both, for any paid or promised compensation or valuable consideration,
direetly or indirectly, expressly or implied, to act solely as an intermediary between the
County and managing underwriter or who exercises or attempts to exercise any influence
to effect any transaction in the purchase of the Series 2005 Bonds are set forth below in
the space provided. If no information is provided below, the County shall presume no
compensation was or will be paid.
Senior Manager:
Address
Authorized Signature:
City
State
Zip Code
Printed Name:
Telephone Number
Facsimile Number
Collier COllllt)', Florida -- Gas Tax Rl'I'l!IIlIl! BOlltl.\', Serie.fi 2005 - Official Notice of Sale
PUKe J 7
EXHIBIT C
FORM OF PRELIMINARY OFFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED JUNE 2, 2005
NEW 1,'?5UE ~BOOK ENTRY ONLY.
RA TINGS: See "RATINGS" herein
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the Seril:~s
.zOO!.) Bonds (as hac/naIler defined) is, IInder existing statutes, regulations, rulings and court decisions: (a)
excludah/clro111 gross income for federal income tax puryoses except as otherwise described herein under the caption
"T/lX [XFA1PTfON" and (b) /lot an itelll of tax preference for purposes of the federal alternative minimum tax
lmpost'J Ull indiz,liduals and corporations. Such interest, however, will be includable in the calculation ~f 11
corpora/iull's altcmnt;uc minimum taxable income and may be subject to other federal income lax consequences
referred /0 IWrcJn under the caption 'TAX EXFMPTfON." Bond Counsel is further of the opinion that the Serres
200S BO/lds and fhe interest thereon are exempt from all present intangible personal property taxes impused
/,lIrSIIIIII/ to Chl/pter 199, Florida Sta/lItes. See "TAX EXEMPTION" hereill for a discussioll of BOlld COUIISel'S
opinion, inc/udinS a discussion of the corporate alternative minimum tax.
$100,000,000'
COLLIER COUNTY, FLORIDA
Gas Tax Revenue Bonds,
Series 2005
Dated: Date of Delivery
Due: June 1, as shown below
'Ill<' CdS Tax Rewnue Bonds. Series 2005 (the "Series 2005 Bonds") are being issued by Collier
C>lliltv, Honda (the "County") as fully registered bonds, which initially will be registered in the name of
Cede & Co.. as nominn> of TI", Depository Trust Company, New York, New York ("DTC). Individual
purchast's will be lTIJde in book-cntry form only through Participants (defined herein) in denominations
uf $S,(JOO ;I[HI Infegral multiples thereof. Purchasers of the Series 2005 Bonds (the "Beneficial Owners")
will not receive physical delivery of certific<ltes. Tr<lnsfers of ownership interests in the Series 2005 Bonds
will be pffpdl'd through the Dre book-entry system <lS described herein. As long as Cede & Co. is the
registered O\Vlll'r as nominee of DTC, principill and interest payments will be made directly to such
registered Owner \vhich v\'ill in turn remit such payments to the Participants for subsequent disbursement
to tfll' Iknl'fil'i:d Ownefs. Intefest on thl' Series 2005 Bonds is payable on December 1, 2005 and
semiannually 011 c<lch June I ,Hld Dccember I thereafter. Principal of, premium, if any, and interest on
the SL'ril'S 20()5 Bonds wiIl be p<lYilblt' by U.s. Bank, National Associ<ltion, Fort Lauderdale, Florida, ilS
f\lying /\gl'nt <lnd I\:egistrar.
The Series 2005 Bonds are subject to optional and mandatory redemption prior to their stated
maturitil'S as described herein.
The Series 2005 Bonds are being issued pursuant to and under the authority of Chapter 125,
Florida Statutes. Sections 206.60. 336.021 and 336.25, Florida Statutes; Ordinance No. 2003-09 of the Board
of County Commissioners of the County (the "Board") enacted on F['bruary 25, 2003; the ordinances
enacted from time to time by the BOiUd which impose the Cas Taxes (as such term is defined and
described herein), including but not limited to. Ordin<ll1ce No. 80-50 of the Board enacted on June 3, 19RO,
<lS dmended bv UrdinalKf' No. 2003-34 of Ihe BO<lrd enacted on .Iunt:' 24, 2003, Ordinilnce No. 80-51 of the
Board <'!laded 011 June,. t9KIl. Urdinance No. <)9-40 nf thc' Bo,mJ melded on May 25,1999. as amended bv
OrdilldllCl' .~o. 2003-35 l'niKil'd by" pxtrilordlllary vote of Ihe Board on June 24,2003, Ordinance No. 93-..LS
(.n99107/o0(lOQ;().l.I)( )(.\111
enacted by mJ)ority plus one \'Ote of the BOJrd on August 31,1993 JS Jmended by Ordinance No. 2001-26
uf the Board enacted on i'day H, 2001 dnd ,15 amended by Ordinance No_ 2003-36 of the Board enacted on
June 2.1, 2003, each as Jmended and supplemented from time to lime (collectively, thl' "Cas Tax
()rdinances'') and other applicable provisions of Jaw; and under and purslI<lnt to Resolution No. 2003-SY
tldopted by the Board on Februiuy 25, 2003, as amended Jnd sllpplC'llwnted from time to time, as
pilrticulilrly Jmended by Resolution 2003-247. adopted by the Board on Julv 29, 2003 "nd JS Pilrliculilrlv
dmelllJl'd "nd supplemented by Resolution 2005-~ Jdopted by the BOJrd on , 2005
(co/tecliw'lv. the "I~esolution") and I~esolution No. 2004-45 adopted by the Board on FebmJrv 10, 2004
(the "LoCJI Option GilS TJX Distribution Resolution").
The Series 2005 Bonds Jre being issued for the purpose of providing funds to (i) finance the costs
of acquisition, construction, Lind equipping of various transportation capital improvements and (ii) pay
certain costs of issuance of the Series 2005 Bonds, including the municipal bond insurance premium <:lnd
the reserve Zlccount insurance policy premium.
111<' Series 2005 Bonds are pJyable from and secured by a lien upon the proceeds of the Cas Tax
l\c\,pnues (as such term is defined and described herein) distributed to the County under the Act and
cl'rt<lin oll"wr funds and Jccounts as described herein (collectively, the "Pledged Funds"), on J parity with
thl' Coilil'r County, Florida Cas TuX Revenue Bonds, Series 2003 which are currentIy outstanding in ZlI1
<Iggreg<ltl' principal Jmount of $89,555.000. See "SECURITY "OR THE BONDS" Jnd "GAS TAX
j\[VENUES" herein. .nl(' County may issue Additional Bonds on J parity with the Series 2005 Bonds,
"uhjcct to compJizlTlce with certain conditions set forth in the Resolution. See "SECUI\:ITY FOR THE
{lONDS . ^ddit;onal Bonds" herein,
The Series 2005 Bonds shall not be or constitute general obligations or indebtedness of the
County JS bonds within the meaning of any constitutional or statutory provision, but shall be special
obligations of the County, payable solely from and secured by a lien upon and pledge of the Pledged
funds in accordance with the tenns of the Resolution. No Holder of any Series 2005 Bond or any
Insurer (as such tenn is defined in the Resolution) shan ever have the right to compel the exercise of
any ad valorem taxing power to pJY such Series 2005 Bond, or be entitled to payment of such Series
2005 Bond from any moneys of the County except from the Pledged Funds in the manner provided in
the Hesolution.
This COvpr page contJins certain information for quick reference only_ It is not, and is not
intended to be, a SlImmary' of the issup. Invl'stors mllst read the entire Offilial Statement to obtain
in{nrm<ltion essl'ntiJI to the m<lking of an informed investment decision.
P<1yment of the principal of and interest on the Series 2005 Bonds when due wlll be insured by a
{m,Hll"iaJ guar;:mty insural1ce policy to be isslled by ^mbac Assurzlnn' Corporation simult<ll1t'ously with
the delivt'ry of the Series 2005 Bonds.
Ifnsert Insurer Logol
, I,QQ/(17/()(1()(1,!c;(,} !)OC, 61
AMOUNTS, MA TURITlES, INTEREST RATES,
PRICES OR YIELDS AND INITIAL CUSIP NUMBERS
Price Initial Price Initi(lJ
Maturity Interest or Cusip Maturity lnterest or CUSlp
(June Rate Yield Numbers Amount* (June Rate Yield Numbcf:i
Amount* IT IT
$ 10,000 2006 % % $6,470,000 2016'* % (Yo
835,000 2007 6,7]5,000 20] 7'*
860,000 2008 6,980,000 2018"
885,000 2009 7,255,000 2019'*
9lU,000 20lU 7,545,000 2020'*
] ,880,000 2011 7,845,000 2021'*
1,940.000 2012 8,170.000 2022'*
2,010.000 2013 8,510,000 2023'*
2,080.000 20]4 13,180,000 2024'*
2.155,000 2015 13,745.000 2025'*
The Series 200S Bonds arc offered whCll, as llll/l {f issued lind rcaived by the Underwriters, subject fa the
appro7'nl as to lesalify by Nabors, Giblin & Nickerso11, P.A., Tampa, Florida, Bond CO/HIsel. Certain legal malfns
will Ve passed un for the County hy David C. Weigel, Esq., County Attonzey, and by Bryant Miller & Olive VA.,
Tampll, norida, nisclosllrc Counsel. Public Financial MmUlgt'mCllt, inc. Fori Myers, Flonda is acting as Financial
Ad'i..lisar 10 fire County. 11 is expedi'd thai the Series 200S Bonds "iilill be delivered fa the facilities of DTe ill Nc-l.-f.l
York. New York on or about ,2005.
Electronic bids for the Series 2005 Bonds will be received through Bidcomp/Parity
Competitive Bidding System as described in the Official Notice of Sale.
*Preliminilry, subject to change.
**Bidder may dt>slgnilte these maturities to be part of Term Bonds rather than SeriilJ Bonds as specified
more particularly in thl:' Official Notice of Sale under the caption "STRUCTURE."
!-l194107/0()()II'lSh,.I)( 1(\hl
RED HERRING LANGUAGE:
This Preliminary Official Statement and the information contained Iwrein are subjpct to completion or
amendment. Under no circumstances shall thl're be any sail' of the Series 200"} Bonds in any jurisdiction
in which such offer, solicitation or sale would be ullJol\vfuJ prior to registration, quaJificCltion or
exemption under the securitif'S laws of such jurisdiction. 'The County has deemed this Preliminary
Official Stiltement "fina!," except for certain permitted omissions, within the contemplLltion of
Rule 15c2-12 promulgated by the Securities and Exchange Commission.
l;( ;<-)/(/7 /OnlH)()r;6.1.1)( K'y() 1
COLLIER COUNTY, FLORIDA
Government Complex
330t East Tamiami Trail
Naples. Florida 34112
(239) 774-8097
BOARD OF COUNTY COMMISSIONERS
Fred W. Covle, Chair
Frank Ilalas, Vice Chair
Jim Coletta, Commissioner
Donna Fiala, Commissioner
Tom fft'nning, Commissioner
COUNTY MANAGER
James V. Mudd
CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY
AND CHIEF FINANCIAL OFFICER
Dwight F. Brock, Esg.
DIRECTOH OF BUDGET/FINANCE
Mike Smyk()\'vski
COUNTY ATTORNEY
DaVid C. Weigel, Es,!,
BOND COUNSEL
Nabors, Cihlin & Nickerson, P.A.
TalllpiJ, Florida
DISCLOSURE COUNSEL
Brvant Milkr & Olive "A.
TilInpa, Florida
FINANCIAL ADVISOR
Public Financial 1\'1.:magl)ml'nt.
Fort f\vlYl'rs, Florida
INDEPENDENT AUDITORS
KP!\tC LLP
Tampa. Ftorida
14J99/07/o00{)(IS{1,).I)()( '\"(-)1
No (h'JJer, brokn, salesman nr other person has been authorized by the Count)' to give ,my
informCltion or to tllJke any repn..'sl'ntJtiofls in conncction with the Series 2005 Bonds other than as
contained in this Official Statement, and, if giv('n or made, stich information or representations must not
be reli('d upon JS having been Julhori/ed by till' County. This Official Statement dot's not constlhlte an
uffer to seIJ or the soliei tation of an offef to buy, nor shall there be any sale of the Series 2005 Bonds by
,my person in <:lny jurisdiction in which it is unlawful for such person 10 make such offer, solicitation or
sale. The information set forth herein hJS been obtained from the County, The Depository Trust
Comp,my, Amb<:lc Assurance Corporation, Jnd olher sources 'which ,ue believed to be reliable, but is not
guaranteed .lS to accuralY or completeness, and is not to be construed as a representation by the County
with respect to any information provided by others. The information and expressions of opinion stated
herein .lre subject to change, and neither Ihe delivery of this Official Statement nor any sale made
hereunder shall creJte, under Jny circumstances, any impJicJtion that there has been no change in the
malters described herein since Ihe dilte hereof.
IN CONNECTION WITH 1'1115 OFfERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS TIIAT ST;\BILlZE OR MAINTAIN THE MARKET PRJCE OF THE SERIES
2005 BONDS AT LEVELS ABOVE THAT WIIICH MIGHT OTHERWISE PREVAIL IN THE OPEN
,\tARKET. SUCII STABILlZINC. IF CO\tMENCED. MAY BE DISCONTINUED AT ANY TIME.
All summaries herein of docunwnts and agreements JrC' ljualified in their entirety by reference 10
<.;uch doclIml'llls and JgrpC'menls, Jnd all summarips herein of the Series 2005 Bonds are qualified in their
l'nlirety by rdt:.'rence 10 the form thl'rt'of included in tht' .lforesaid documents and agreements.
NO REl;ISTRATION STATE\IENT RELATING TO THE SERJES 2005 BONDS HAS BEEN FILED
WITH TilE SECUI\ITIES AND EXCHANGE COMMISSION (THE "COM:'vlISSI0N") OR WITH ANY
STATE SECURITIES COMMISStON. tN MAKING ;\NY INVESTMENT DECISION, INVESTORS MUST
I\ELY ON THEm OWN EXAMINATIONS OF TilE COUNTY AND TIlE TERMS OF THE OFFERING,
INCLUDING TIlE MERITS AND I\ISKS INVOLVED. THE SERIES 2005 BONDS HAVE NOT BEEN
;\/'I'ROVED OR DISAPI'I\OVI-D BY n IE COMMISSION OR ANY STATE SECURITIES COMMISSION
()J, I\E(;ULATORY AUTIIOIUlY TIlE FOI\EGOING AUTIIORITIES HAVE NOT PASSED UPON THE
ACCUI\ACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY I\EPRESENTATION TO THE
CONTRARY MA Y BE;\ UW"IINAL OFFENSE.
[l\l'maindcr of page intentionally left blankl
il '<ilJ/1I7/01l1l1l'lS(;1()(](I'h!
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TABLE OF CONTENTS
Contents
INmcmucnON
Cent'TCl!
...............................................
.....................................................
l'he ('ountv ........._......... ................ ...................... ...................... ...................
Purpose of the Series 2005 Bonds ................ ....................... ..................___..........................
Security for the Bonds. .............................. ............... ............. ......................................................
Rt'dl'Inption I'ruvisions ............. ..................... ............. ................................................
FinZlncjaJ Guaranty Insurance Policy ................. ........................................................
Additionill Bonds..... ............... .............................. ...............................................
or ax Exenlpti on ........... . .... ... ............... ....... ...................... .. ....... ............................................
Continuing Disclosure .......... ................ ............................... ............................................
AmendIllcnt of I~esolution ............. ............................ ............. ..................................................
Add i tiollal fnfonnJtion ............. ..... ............. ... ................... ................
AUTIlOt,ITY FOR ISSUANCE ...........
DESCRIPTION OF THE SERIES 2005 RaNDS
.......................................
Cnwral
..,....................................
Book-Entry Only System .................................. .............
PaVllwnt of the Series 2005 Bonds .....................
()ptionaJ Redemption.. ....................................... .............
i"vlilfl{I(l!{)ry I~(>dt:'mption ....... .............................
Notice of J\f'dcmption.. ....... ................................ ................
Inh'fchangeilbility, Negotiability and Transfer
SECUJ<ITY FOJ< THE RONDS
...........................
............................
Cl'neral.............. ..............._..... ...............
Uniform Commercial Code ................. ....._..........
Funds ,md Accounts ............. ......................
(~ollstrlldioll Fund ...........................
2005 Subaccount of the Rl'sC'n'c Account
Disposilion of Cas Tax RC\'L'nUl''s _....................
Additional Bonds .............. ............
Subordin<ltcd Indebtedness..... ....._....... .............
...............................
..................................
...............................
..............................
Books and r\ccords ........._................................... ...............................
Collcction of CdS Tax r\l'venul's; No Impairment .............. ..................
AccC'ssion of Subordinatl'd InddJtt'dnl'ss to Parity Status with Bonds.
InvC'sflllPIlts ....._................. ............................. .............
Separ<ltl' /\ccounts .................................................. ................
Amendment of Resolution without Consent of Bondholders
Control by Insurer in Case of E\,pnt of Default ....... .............. ...... ......
GAS TAX I,EVENUES
....... ..........................................
Ceneral
...................................-....-..............................
l-listorical Cilsoline Sales in the County ................ .... ..............
Seventh Cent Cas TJX . ........................... .............. ............................,....
Ninth Cent CdS Tax .. _.................................. ................. .................... ....._...
Six Cents LOCil] Option Cas Ta, and Five Cents Local Option CilS TilX ..............
Constitution,ll eelS 'LlX..
Page
...J
...........J
........1
....,J
.....2
........2
......2
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.........3
.........3
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.......3
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....6
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...7
......7
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.......9
................... ....24
........... ..25
.................... .......30
14Yi9/07/00tlll'i'iI,.1.1)(){' vb I
Aggregate Cas Tax l~ev('nu('s ... ..................
Pro formil Dl'bt Service CoverJge ............. ..............
FINANCIAL CUi\l{I\NTY INSURANCE POLICY
.....................34
.............-............,................-.......
......................................35
....35
...35
,................ ............................35
...........................,.......... .....,......... .......36
.............. ...................... .................... ..............37
................. ...............................37
..38
.40
...4]
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....43
..44
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..,45
.....46
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..46
..46
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..48
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............. ................,41l
49
..49
..49
...50
......5]
(;('neraJ
PJymlTlt Pursuant to Financial Guaranty Insurance Policy
^mbac Assurance Corpor<lhon
;\ \'JiJable InformJtion .................
Incorporation of Certain Documents by Reference
200S RESEI{VE ACCOUNT INSURANCE POLICY..
ESTIMATED SOURCES AND USES OF FUNDS .....................
DEBT SERVICE SCHEDULE ...............
INVESTMENT POLICY .......................
LEGAL MA TTE!{S ................... ............
LlTIGA 1'101" ............. .............. ................
I JISCLOSURE REQUIRED BY FLORJDA BLUE SKY REGULATIONS
J'AX EXEMPTION ............................... .............
Oplnion of Bond Counsel..........................
InternJl J\L'\'entlc Cude of 1986.
CoJlalt'rJl Tax Consequencl's ................... .... ............................. ...............................
rlorida Taxes... ................. ............................. .............. .................................................
(Jlher Tax MatlL'rs ..................... ...................... ....................,......................................... ,...................
Tax Treatmen! uf Original Issue Discount ........................ ....................... .................
'LlX Treatment of l30nd Premium .... ................ .........................................................
I{ATINCS ............... ... ......................... ......,....,............ .........................................................................
FlN/\NClAL /\DVISOR .............. ............... ........... ......,................................
'\UDITED FINANCIAL ST A TEMENTS ................
UNDERWRITINC .................. .......... ..............................
('(JNTINCENT FEES
ENFORCEABILITY OF REMEDtES ........................................
(nNTINUINC DISCLOSURE ............
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
;\UTHO!\IZATION OF OFFICIAL STATEMENT...............
..........................................................
...................................
,\I'I'ENDtX ;\ .. GENERAL INFORMATION "ECARDING COLLIER COUNTY. FLORIDA
,\I'I'ENDIX B.. AUDITED FINANCIAL STATEr-IENTS FOR FISCAL YEAR ENDED
SEPTEMBER 30, 2004
!\I'I'ENIJIX C.. FORM OF THE RESOLUTION
/\I'I'ENIJIX D.. FORM OF FfNI\NClAL GUARANTY ]NSUI{ANCE I'O!.lCY
,\/'I'ENDIX E.. FORM OF BOND COUNSEL oriN ION
!\I'I'ENDIX 1'.. FORM OF CONTINUINC DISCLOSURE CERTIFICATE
: I ,'l'i/07/()0009S6.'1J)OC\,(,1
II
OFFICIAL STATEMENT
relating to
$100,000,000 .
COLLIER COUNTY, FLORIDA
Gas Tax Revenue Bonds,
Series 2005
INTRODUCTION
General
TIlis introduction is subject in alI respects to the more complete information and definitions
contained or incorporated in this Official Statement and should not be considered to be a complete
statement of the facts material to making an informed investment decision. The offering by Collier
County, Florida (the "County"), of its $](10,000,000' Gas Tax Revenue Bonds, Series 2005 (the "Series 2005
Bonds") to potential investors is made only by means of the entire Official Statement, including all
<lppendices ilttached hereto. All capitalized undefined terms used in this introduction shall have the
m'\lning set forth in "M'PENDIX C - FO"M OF THE "ESOLUTlON" allached hereto.
The County
'[h, County IS located in the southwestern portion of the State of Florida. The City of Naples,
located in till' western part of the County, is tht:' largest incorporated municipality in CoJlier County and
sen-cs as its cOllnty seat. The County, \vilh a 2004 population of 292,466 according to the United States
Cl'nslls, derives its economy from wholesale zmo retail tradc, government, tourism, contract construction,
<lgriculturc, cattle ranching <lnd timber. Part of the Everglildes National Park, the United States' only
subtropi,al nallon"1 park, comprises " portion of the County. See "APPENDIX A _ GENERAL
INFOr\f'vI!\T10N I\EC!\RDlNC COLLIE" COUNTY" ""aclwd hereto for more information about the
Countv.
Purpose of the Series 2005 Bonds
The County proposes to issue thl' Series 2005 Bonds for the purpose of providing funds to (i)
finJI1Cl' the costs of Jcquisition, construction, and equipping of various transportation capital
improvements ilnd (ii) pJY certain costs of issuance of the Series 2005 Bonds, induding the municipal
bond insurance premium and the reserve account insurzlIlce p{)Jicy premium. The Series 2005 Bonds will
be issued on a parity as to source of security \vith the Issuer's Gas Tax Revenue Bonds, Series 2003 (the
"Series 2003 Bonds") which Jrl:' currently outstanding in tlw aggregate principal amount of $89,555,000.
The Series 200."J Bonds, the Series 2003 Bonds, and any Additional Bonds (as hereinafter defined) are
herem colIectiv,'ly refern'd to as the "Bonds". See "SECURITY FOR THE BONDS-Additional Bonds"
herein.
'I- Preliminilry, subject to change.
14]C9/117/(]()(]O'!S(" I)()( \hl
Security for the Bonds
Pursuant to Resolution No. 2003-89 adopted by the BOi1rd of County Commissioners of the
( Olln!v (the "Bo<lrd") on Febru<lry 25, 2003, as amended emu supplemented from time to time, as
porticularty "mended by Resolution No 20m-247 "dopted by the Boord on July 29, 2003 "nd "s
I'ilrtindilrty "mended "nd supplemented by Resolution No. 2005-_ adopted by the Bo"rd on
-.- ___02005 (collectively, the "Resotution"), the Series 2005 Bonds "re pay"ble from "nd secured by, "
!iell upon lhl' proceeds of the Gas Tax I\Pvenues (as such term is defined and described herein) on a
pilritv with the Series 2003 Bonds, and distributed to the County under the Act (as defined herein) and
ll!llOunts on deposit in certain of the funds imd accounts established under the Resolution, as described
hen'In (collectively. the "Pledged Funds"). See "SECURITY FOR THE BONDS" and "GAS TAX
I\EVENUES" herein.
Redemption Provisions
The Series 200S Bonds "re subject to option,,] and m"ndatory redemption prior to their stated
m,llllJitil'S "s described herein. See "DESCRIPTION OF THE SERIES 2005 BONDS" herein.
Finilncial Guaranty Insurance Policy
Payment of the principal of and inkrest on the Series 2005 Bonds when due wiIJ be insured by a
11Il;j[Kial gllJranty insurance policy to be issued by Am hac Assurance Corporation simultaneously with
1110' deli\l'rv of the Series 200S Bonds ('Ambac" or the "Insurer"). See "FINANCIAL GUARANTY
l\iSllJ,,\NCE POUCY" hcrein and "APPENDIX 0 - FORM OF FINANCIAL GUARANTY INSURANCE
1'(lUCY" "Uoched herl'to.
Additional Bonds
The County may isslIe Additional Bonds on parity with the Series 2005 Bonds and the Series 2003
r;lllHb subject to compJianC{) with locrtZlin conditions set forth in the Resolution. See "SECURIIT FOR
II IF BONDS - Additioml Bonds" hcrcin.
Lu: Exemption
In the opinion of Nabors, Ciblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the
~;tT)('S 2()()S Bonds is, undt'f existing stZltutl'S, rCbTlJ!ations, rulings and court decisions: (a) excludable from
,\~r(l_C;S income for fedcT<l1 inconll' tax purposes except as otherwise described herein under the caption
'T:\X EXEMPTION" <lna (b) nul <In item of tax preference for purposes of the federal alternative
11l11111lHlm tax imposed on individuals and corpofations. Such interest, however, will be includable in the
(';lkulatlofl of a corporation's alk'rnativC' minimum taxable income and may be subject to other federal
illl'(>rrH' tax consequences referred to herein under Ihe Glption 'TAX EXErvfPTION." Bond Counsel is
I UJ t ht'f of the opinion that the Series 2005 Bonds and tlw interest thereon are exempt from all present
i!lt.lll~,~lblt' personal property taxes imposed pursuant to Ch<lpter 199, Florida Statutes. See "TAX
F\F\IPTION" herein fOf a discussion of Bond COlll1sd's opinion, including a discussion of the corporate
,1Itc'l'lldli\T minimum tax.
; I ~:")i(C,/O()()(){JShl.I)(!C\'61
Continuing Disclosure
'n,e County has agreed and undertaken, for the benefit of the Series 2005 Bondholders, to provide
certam financial information and operating data relating to the County, the Pledged Funds and the Series
2005 Bonds pursuant to Rule 15c2-I2 of the Securities and Exchange Commission. See "CONTINUING
DISCLOSUI<E" herein.
Amendment of Resolution
Pursuant to the Resolution, the County is granted the right to make certain amendments to the
Resolution without the consent of the Holders of the Series 2005 Bonds. See "APPENDIX C _ FORM OF
THE RESOLUTlON" attached hereto.
Additionallnfonnation
This Official Statement speaks only as of its date, and the information contained herein is subject
to change. This Official Statement contains certain information concerning Ambac, its Financial Guaranty
Insurance Policy, and the 2005 Reserve Account Insurance Policy and contains certain information
concerning The DepOSItory Trust Company, New York, New York CDTe), and its book-en try-only
systelll o( registration. Such information has not been provided by the County and the County does not
certify as 10 the accuracy or sufficiency of Ihe disclosure practices or content of information provided by
such pJrtll'S Jnd is not responsible for the information provided by such parhes.
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
Comrlex. JJOI Lost Tami"mi Trail, Building L. Naples, Florid" 341]2, Phone (239) 732-2646.
C<lpitaJizl'd terms used but nof defined herein have the same meaning as when used in the
Resolution unless the context clearly indicates otherwise. See "APPENDIX C _ FORM OF THE
I<ESOLUTlON" "tt"ched hereto. All inform"tion included herein has been provided by the County,
except \vhcrt' dltributed to other SOurn's. Copies of such documents, reports and statements referred to
herelll th"t are not included in their entiretv in this Official Statement Illay be obtained from the County.
AUTHORITY FOR ISSUANCE
Thl~ S('rips 2005 Bonds arc being issued pursuant to and under the authority of Chapter 125,
Florida Statutes, Sedions 206.60, 336.021 and J36.25, Florida Statutes; Ordinance No. 2003-09 of the Board
of County Commissioners of the County (the "Board") enacted on February 25, 2003 (the "Home Rule
Ordinance>"); the ordinances enaclL'd from lime to time by the Board which impose the Gas Taxes (as such
term is defined and described herein), including but not limited to Ordinance No. 80-50 of the Board
enacted on June 3. ]980, as amended by Ordinance No. 2003-34 of the Board enacted on June 24,2003,
Ordinance No. 80-51 of the Board enacted on June 3, 1980, Ordinance No. 99-40 of the Board enacted on
May 25. 1999, as "mended by Ordinance No. 2003-35 enacted by extr"ordinary vote of the Board on June
24, 2003, Ordin;mcl' No. 93-4R enacted by majority plus one vote of the Board on August 31, ]993 as
amended by Ordinance No. 2001-26 of the Board enacted on i\'lay ti, 2001 and as amended by Ordinance
No. 2003-::;6 of till' BO(lrd l'nadcd on June 2-1. 2003, (,<Jeh CIS amended ;llld supplemented from time to time
(Cllllccli\'dy. the "CdS Tax Ordinances"); "esolution No. 2004-45 adopted by the Board on Februarv 10.
14399/07/001111'10;6.' 1)0(\61
.1
21l().j (the "Local Option Gas Tax Distribution Resolution") and other applicable provisions of law
(clIlkctin'ly, the "^ct"); .:md Undl'[ and pursuant to the Resolution.
DESCRIPTION OF THE SERIES 2005 BONDS
General
The Series 2005 Bonds will be dated and will mature in the years, and in the amounts and bear
mlerest at the rates and be payable on the dates set forth on the cover page hereof. Interest on the Series
2005 Bonds is payable on December 1, 2005, and semiannually on each June 1 and December 1 thereafter
(each an "Interest Date"). Principal 01, premium, if any, and interest on the Series 2005 Bonds will be
pa\'able by US Bank, National Association. Fort Lauderdale, Florida, as Paying Agent and Registrar.
/look-Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE,
BUT TIlE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.
DTe will act as securities depository for the Series 2005 Bonds. The Series 2005 Bonds will be
r('gistl'n~d in thQ name of Cede & Co. (DTC's partnership nominee). Purchases of beneficial ownership
i:lkH>sts in the Series 2005 Bonds will be made in book-entry only form, in the denominations
hereinbefore dt?scribed. Purchasers of bf'neficial ownership interests in the Series 2005 Bonds ("Beneficial
Owners") will not receive bond certificates representing their ownership interests in the Series 2005
Bonds, except in the event thilt use of the book-entry only system for the Series 2005 Bonds is
dlSt'ontinul'd. One fully registered certific<lte wiII be issued for each maturity of the SerIes 2005 Bonds,
dThl deposited with DTC.
SO l.ONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2005 BONDS, AS
NOMINEE OF DTC, CERTi\lN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2005
!:ONUJ]OLDEf,S OR REGISTERED OWNERS OF TilE SERIES 2005 BONDS SHALL MEAN CEDE &
(() ,\ND SHALL NOT MEAN TilE BENEFICIAL OWNERS OF THE SERIES 2005 BONDS. THE
InSCRIPTION WHICJ] FOLLOWS OF TilE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENHIClAL OWNERSHIP INTERESTS IN THE SERIES 2005 BONDS, PAYMENT OF INTEREST
,\ND PRINCIPAl. ON HIE SERIES 21105 BONDS TO DIRECT PARTICIPANTS (AS IIEREINAFTER
DFFtNED) OR BENEFICIAL OWNERS OF TilE SERIES 2005 BONDS, CONFIRMATION AND
m,\NSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2005 BONDS, AND OTHER
r\EL\TED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
!:ENEFIClAL OWNERS OF THE SERIES 2005 BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY
RU'!,ESENT A TIONS CONCERNINC THESE MA TTERS.
DTC, the world's largest depository, is il limited-purpose trust company organized under the
New York BJnking Lnv, a "banking org,mization" within the meaning of the New York Banking Lnv, a
member of the Federal Reserve System, a "cleilring corporation" within the meaning of the Nev,,,. York
litlltprm Commercial Code, and <l "clf'<lring agency" registered pursuLlnt 10 the provisions of Section -171\
of tIll' Securities Exchange Ad of 1934. DTC holds and provides asset servicing for over 2.2 million issul's
: 1~"')/07 /()0ll0956~. 00C\'61
of U.s. ond non-US equity issues, corporote and municipol debt issues, ond money market instruments
from over tOo countries thot DTe's participants (the "Direct Participonts") deposit with DTe. DTC also
f<lcilitalcs the post-trade settlement among Direct Participants of securities transactions, in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Particip,mts'
accounts. This eliminates the need for physical movement of securities <:ertificates. 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 ond Clearing Corporotion ("DTCe''). DTCC, in turn is owned by a number of Direct Porticipants of
DTC ond Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation.
and Emerging Morkets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC
system is atso available to others such as both U.s. and non-US securities brokers, dealers, banks, trust
companies <mJ clearing corporations that dear through or maintain a custodial relationship with a Direct
Participont, either directly or indirectly (the "Indirect Participants"). OTC has Standard and Poor's
highest rating: AAA. The DTC rules applicable to DTC and its Direct and Indirect Participants are on file
with the Securities and Exchange Commission. More infonnation about DTC can be found at
b.:Wl~::_JJlrU:11Jll and .ww\.v.dfcor~_.
Purchilses of Series 2005 Bonds under the DTC system must be made by or through Direct
PartiCip.lnts, which will receive a credit for such Series 2005 Bonds on DTC's records. The ownership
inkrest of (,i1ch ilclual purchaser of each Series 2005 Bond (the "Beneficial Owner") is in lorn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners win not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirrnLllions providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participimt through which the Beneficial Owner entered into the transaction.
Trans{prs of ownership mterests in the Series 2005 Bonds are to be JccompJished by entries made on the
books of Direct and Indir('ct Participants acting on beh,llf of the Beneficial Owners. Beneficial Owners
will not f('ccivc certificates representing their beneficial interests in the Series 2005 Bonds, except in the
l'Vf'tlt that ust' of the book-t'ntry system for the Series 2005 Bonds is discontinued.
To focditate subsequent tronsfers, all Series 2005 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 o\JtllOri~ed representative of DTe. The deposit of Series 2005 Bonds with DTe and their
registr<ltion in tJ'll' n<lmc of Cede & Co. or Stich other DTC nominee do not effect any change in beneficiJI
oWlwrship. DTC has no knowledge of the achlill Beneficiol Owners of the Series 2005 Bonds. DTes
records reflect onl)r the identity of the Direct Participants to whose .:lccounts such Series 2005 Bonds are
credited, which m<lY or may not be the Beneficial Owners. The Direct and Indirect Participants wiII
remain responsihle for keeping <In account of their holdings on behalf of their customers.
ConveY<lnce 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 <lS lllay be in (>Heet from time to time. Redemption notices shall be sent to DTC. If less than
att of the Seril's 2005 Bonds are bemg redeemed, DTes practice is 10 determine by lot the amount of the
interest of each Direct Pi1Ttlcip,mt in such bonds, as the case may be, to be redeemed.
NeithPr I)TC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Series 2005 B(lflds 1Inl(>."s authorized by a Direct Participant in ,Kcordancp with DTC's procedures.
H,<J9/IJ7/0000'i5h.'.I)()(' \61
s
Under its usual procedures, DTC mails an Omnibus Proxy to the County as Soon as po<..;sible after the
record date. The Omnibus Proxy Jssigns Cede & Co.'s consenting or voting rights to those Direct
Participants tt) whose accounts the Series 2005 Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
PrinClpal and interest payments on the Series 2005 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 Registrar on the payable date in accordance with their respecflve hotdings shown
on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Direct or Indirect Participants and not of
DTC the Registrar 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 DTC is the responsibility of the County
and/or the Paying Agent for the Series 2005 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 Parflcipants.
DTC may discontinue providing its services as securities depository with respl'ct to the Series
2005 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, certificates are required to be printed and
delivered.
The County may decide to discontinue use 01 the system of book-entry transfers through DTC (or
J successor securities depository) upon compliance by tht., County with all applicable policies and
procedures of DTC regarding the discontinuation of the book-entry only system of registrntion. In that
('vent, certificates will be printed and delivered.
Payment 01 the Series 2005 Bonds
The pnncipal 01 or Redemption Price, il applicable, on the Series 2005 Bonds are pavable upon
presentation .:md surrender of the Series 2005 Bonds at the office of the Paying Agent. Interest payable on
any Series 2005 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the
Holder in whose name such Series 2005 Bond shall be registered at the closE' of business on the date
which shaJl be the fifteenth day (whether or not a business day) of the calendar month next preceding
stKh Interest Date, or, at the request .:md expense of such Holder, by bank wire transfer for the account of
such Holder. All payments of principal of, or Redemption Price, if applicable, ,:md inh.'T(>st on the Series
.iOOS Bonds shzd] be paYilble in any coin or tLlTrency of the United States of America which at the time of
payment is legal tender for the pJyment of public and private debts.
For so long as the Series 2005 Bonds shall be held in the DTC book-entry system (without
certificates), all such payments of principal of, redemption premium, if any, and interest on the Series
2005 Bonds will be made to Cede & Co., as registered owner thereof, by the Paying Agent and payments
to Beneficial Owners will be the responsibility 01 DTC and the DTC Participants. See "DESCRIPTION OF
THE SERIES 2005 BONDS - Book-Entry Only System" herein.
[1.1'19/07 /()nOO9'i6~.1 )0(' \'hl
"
Optional Redemption
The Series 2005 Bonds maturing on or before June ], 201') are not subject to optional redemption
prior to maturity. The Series 2005 Bonds maturing JEter June" 2015 are subject to redemption at the
option of the County in whole or in part at any time on or after June 1,2015, in such order of maturities as
may be determined by the County (less than at! of a single maturity to be selected by 101) at a redemption
price of lOOI};) of the principal amount to be redeemed, plus ilccrued interest to the dilte set for
redemption.
Mandatory Redemption
TIle Series 2005 Bonds maturing on lune ], ~ are subjecl to mandalory sinking fund
redemption, prior to maturity in part, by tot on June ], _ and on each lune 1 thereafter, at a
redemption price equal to the principal amount of such Series 2005 Bonds or porlions thereof to be
redeemed, plus interest accrued thereon 10 the date of redemption. on June] in the following years and
in the following Amortization Installments:
Year
Amortization Installments
20_
20_
20_
20_
20_'
$
*MatuTity
Notice of Redemption
Notice of such redemption, which shall specify the Series 2005 Bond or Series 2005 Bonds (or
portions Ihereof) 10 be redeemed and the date and place for redemption, shall be given by Ihe Regislrar
on behalf of the County, and (A) shat! be filed with the Paying Agl'tlt of such Series 2005 Bonds, (B) shat!
be mailed first class, postage prepaid, at least 30 JilYS prior to the redemption date to aH Holders of Series
200S Bonds to be redeemed at their addresses ilS they appf'ilr on the registration books kept by the
RegistrJr as of the date of mailing of such notice, <md (C) shilll be IllJiled, certified mail. postage prepaid,
at least 35 days prior to the redemption date to the registered secllriht:,s depositories ilnd two or more
nationally recognized municipal bond information services. Failure to mail such notice to such
depositories or services or the Holders of the Series 2005 Bonds (0 be redeemed, or any defect therein,
shaH not Clffect the proceedings for redemption of Series 2005 Bonds as to which no such failure or defect
has occurred. Notice of optional redemption of Series 2005 Bonds shall only be sent if the County
determines it shall have sufficient funds Clvailable to pJY the Redemption Price of and interest on the
Series 2005 Bonds called for redemption on the redemption date.
As described above under "DESCRIPTION OF THE SERIES 2005 BONDS __ Book-Entry Only
System," for so long as the Series 200S Bonds are registered in the name of DTC or its nominee, notice of
redemption of ,my Series 200S Bond \vill be given by the Rl'gistrar to DTC or such nominee only, who
\vill then be .'iok'ly responsible for selecting imd notifying those DTC PClrticipants and Beneficial Owners
to be affected by sllch rt'demptiol1
I4J'i9/07/01l1liJ')S63 t )(lC \'61
~
,
The County may pro\'idc that a notice of redemption may be contingent Upon the OCcurrence of
certain condition(s) ilnd that if such Gondition(s) do not occur, the notice will be rescinded; pro\-ided
notice of rescission shilll be mailed in the ITlanner described ilbove to JJI affeded Holders of the Series
2005 Bonds not later thJn thn't' (3) business days prior to thE' date of redemption.
Interchangeability, Negotiability and Transfer
So long as the Series 2005 BOlIds arc registered in the nam/! of ore or its nominee, the following
paragraphs relating to tran~rer and exchange t~r Senes 2005 Bonds Ju not apply to fhe Series 200S Bonds.
Series 2005 Bonds, upon surrender thereol at the ollice 01 the RegIStrar with a written instrument
01 transler satislactory to the Registrar, duly executed by the Holder thereol or his attorney duly
authorized in writing, may, at the option 01 Ihe Holder the reo!, be exchanged lor an equal aggregate
principal amount 01 registered Series 2005 Bonds and 01 the same maturity 01 any other authorized
denominations.
The Series 2005 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, SUbjl'ct to the provisions for registration and traIlsfer contained in the l\esolution ilnd in
the Series 2005 Bonds. So long JS <lny of the Series 2005 Bonds shall ITIllJin Outstanding, the County
shall mJinti1.in ilnd keep, at the offiCt-' of the Registrar, books for the registration and transfer of the Series
2005 Bonds.
Each Series 2005 Bond shall be translerable only upon the books 01 the County. at the ollice 01 the
Registrar, under such reLlsonable reguliltions as the County may prescribe, by the Holder thereof in
person or by his attorney July authorized in writing upon surrender tht:'reof together with a written
instrument of transfer satisfactory to the l\egistrar duly executed and guaranteed by the Holder of his
duly authorized Jttomey. Upon till' transfer of any such Series 2005 Bond, the County shall Issue, and
G1USe to be iluthenticated, in the name of the transferee a new Series 2005 Bond or Series 2005 Bonds of
the same aggregate principal amount Jnd maturity as the surrendered Series 2005 Bond.
111(' County, the Registrar and any paying ilgent or fiduciary of Ihe County may deem and treat
the person in whose nanw any Outstanding Series 2005 Bond shaH be registered upon the books of the
County as the absolute o\\'ner of such Series 2005 Bond, whether such Series 2005 Bond shall be overdue
or not, for the purpose of receiving p"yml"nt of, ur on "Ccount of, the principal of, redemption premium,
if any, and interest on such Series 2005 Bond and for all other purposes, Jnd all such payments so made
to any slIch registered owner or upon his order shall be valid and effectuilJ to satisfy <Jnd discharge the
liability upon such Series 2005 Bond to the extent of the sum or sums so paid and neither the County nor
the Registrar nor any pJying agent or other fiducj..,ry of the County shall be affected by any notice to the
contrary.
TIle Registrar shalt lorthwith (A) fotJowing the fifteenth day prior to an Interest Date lor any such
Series; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of
tlny Series 2005 Bonds; and (C) at <my other time> as reasonably requested by the Paying Agent, certify and
furmsh to such Paying Agent the names. addresses and holdings 01 Series 2005 Bondholders and anv
()tl1t'r relevant infonn.ltion ft'flected in the registration books. Any Paying Agent of any fully registered
Blind shall dft'ct payment of interest on such S('rit's 2005 Bonds by mailing a check to the Series ~OO~
!11<J'if07 !OOOO'!C;h'.IX lC vi, I
H
Bondholder entitled theretu or may, in lieu thereof, upon the re(lupst and at the expense of such Holder,
transmit such payml'nt by bank wire transfer for Ihe aCcolmt of such Holder.
In <111 cases in which Ihe prlvilege of exchanging Series 2005 Bonds or transferring Series 2005
Bonds is exercised. the County shot! issue and the Registrar shot! authenticate and deliver Series 2005
Bonds in accordance with the provisions of the HesoJution. Execution of Series 2005 Bonds by the Chair
and Clerk for purposes of exchanging, replacing or transferring Series 2005 Bonds may occur at the time
of the original detivery of the Series 2005 Bonds. All Series 2005 Bonds surrendered in any such
exchanges or Iransfers shot! be held by the Registrar in safekeeping until directed by the County to be
destroyed or returned by the Registrar. For every such exchange or transfer of Series 2005 Bonds, the
County or the Registrar may milke il charge sufficient 10 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 shot! not be obligated to make any such exchange or transfer of Series 2005 Bonds during the
fifteen (15) davs next preceding an Interest Date on the Series 2005 Bonds, or in the case of any proposed
redemption of Series 2005 Bonds, then during the fifteen (15) days next preceding the date of the first
mailing of notice of stich redemption and continuing until such redemption date.
SECURITY FOR THE BONDS
General
Except as provided in the Resolution and described below under the heading "SECURITY FOR
THE BONDS." the pavment of the principal of or Rl'(!emption Price, if applicable, and interest on the
Bonds is secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds in
accordance with the provisions of the Resolution. The Pledged Funds will immediately be subject to the
lien of this phlge without any physical delivery thereof or further act, and the lien of this pledge is valid
ilnd bindmg ilS ilgainst all parties having claims of ilny kind in tort, contract or otherwise against the
County.
"Pledged Funds" means (I) the Cas Tax Revenues and (2) until applied in accordance with the
provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts
established under the Resotution, except (A) as for the Unrestricted Revenue Account and the Rebate
Fund, and (B) 10 the extent moneys on deposit in a SUbilccount of the Reserve Account shall be pledged
solely for the payment of a particulilr Series of Bonds for which it \vas established in accordance with the
provisions of the Resolution.
"Cas Tax Revenues" means the moneys received by the County from the proceeds of the Gas
Taxes. "Gas Taxes" means, cot!ectively. the Seventh Cent Cas Tax, the Ninth Cent Gas Tax, the Five Cents
Local Option Cas Tax, Ihe Six Cents Locat Option Cas Tax, the Constitutional Gas Tax and any olher gas
tax imposed and/or received by the County which is specifically pledged under the Resolution or by the
County pursuant to Supplemental Resolution. "Seventh Cent Gas Tax" means the tax of one cent per
gallon on motor fuel levied by Section 206.60, Florida Statutes, and special fuel levied by Section 206.87.
Florida Statute's, and allocatpd to the County pursuant to the provisions of subsection (l)(b) of said
Section 206.60 and subsection (2) of SectIon 206.875, Florid<1 Statutes. "Ninth Cent Gas Tax" means the tax
of one cenl per gzlllon on motor fllel and special fuel imposed by the County pursuant to Section 336.021,
Florida Statutes, appron~d at a countywide referendum on tvfarch I 1,1980, and taxed and collected under
Chapler 206, Florid,l Stiltulps, as provided in the Cas TZlX Ordinimn>s. 'Tive Cents local Option GilS Tax"
14399/0710000'!5h3.IX 1( \hl
')
m('(lns the first 5-cents of the loc;d option gJS tJX levied and received by the County pursuant to Section
1'l6.02S(I)(b), Florida Sliltutes, plus. to the ex lent provided by Supplementill Resolution of the County,
,1I1V additional local option gilS lax received b\' the County pursuant to Section 336.025(1)(b), Ftonda
,"tillules, and pledged b\' the County pursuant 10 Supplementat Resolution. "Six Cents Local OptHm GilS
fax" means tht.' first 6-cents of the locilJ option gas tax levied and received by the County pursuant to
Section .136.025(1)(a). Floridil Stillutes. plus. 10 the extent provided by Supplemental Resolution 01 Ihe
County, any ildditional loeill option gas tax received by the County received pursuant 10 Section
336.02S(I)(a), Florida Statu II's, ilnd pledged by the County pursuant to Supplemental Resolution.
"ConstJtutlOnaJ Gas Tax" means the two-cent lUl'l tax imposed pursuant to Article XlI, Section 9(c),
Florida Constitution, and Sections 206,4] and 206,47, Florida Statutes. See "GAS TAX REVENUES" herem
for more information.
THE BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE COUNTY AS BONDS WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF
THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF
TIlE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO
IIOI.DER OF ANY BOND OR ANY INSURER 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 COUNTY EXCEPT FROM THE
PLEDGED FUNDS IN THE MANNER PROVIDED IN THE RESOLUTION.
Uniform Commercial Code
The Bonds issued under the Resolution shall be and have all the qualities and incidents of
JwgntiLlblp instruments under the lilW merchant and the UCC. In 2001, the Florida Legislature adopted
rl'vi;.;ions to Florida's UCC relating to secured transactions. Under the revised uec, transfers by
hP\'l'fnments and governmentalullits continuE' to remain exempt from the provisions of Florid<l's UCC.
Funds and Accounts
Tht' County covenanted and agreed in the Resolution to establish with one or more banks, trust
\Ompanil's or other entities in thl' State of Florida, which is l'Iigible under the laws of Stich State to receive
hlllds of the County, special funds to be known JS the "Construction Fund," the "Revenue Fund," the
I h'ht Service Fund" and the "I~l'b<ltp Fund." The County shaJI maintain in the Revenue Fund two
,)C([llmts: thl' "Restricted Revenue Account" and the "Unrestricted Revenue Account." The County shall
Ill,lllltain in the Debt Service Fund four accounts: the "Interest Account," the "Principill Account," the
'.Bond Amortization Account," and the "Reserve Account." Moneys in the aforementioned funds and
;KCOtllltS, other than the Rebate Fund and thl' Unrestricted Revenue Account, until applied in accordance
\\.lth the provisions of the r~esollltion, shall be subject to a lien and charge in favor of the Bondholders
dnd for the further security of such Bondholders.
The County may at an)' time and from time to time appoint one or more depositories to hold, for
II It-' bprwfit of the Bondholders, anyone or more of the funds, accounts and SUb<1CColmts established by
till' f\t'soJution. Such depository or depositories shall perform at the direction of the County the duties of
tIll' County in depositing, transferring <lnd disbursing moneys to and from each of such funds and
,J{"ClHm!s set forth in the ResolutlOll, and all records of such depositary in performing such duties shall be
('!'<'Il dt llll H'<lSOflJble times to inspection by tht.' Coullty and its ..lgl'nt ilnd employces. An\' sllch
! I ~qq/07/o{lO(}9!:jh3J)()C\.6)
III
depositary shzdl be J bank or trust company duly authorized to exercise corporate trust powers and
subject to examination by federal or ~iate authority, of good standing, Jnd be qualified under applicable
State Jaw as a depositor}'
Construction Fund
The Construction Fund shall be used only lor payment 01 the Cost 01 the Projects. Moneys in the
Construction Fund, untit applied in payment 01 any item 01 the Cost 01 a Prolect in the manner provided
in the Resolution, shall be held in trust by the County and shall be subject to a lien and charge in lavor of
the Ilolders of the Bonds and for the further security of such Holders.
There shall be paid into the Construction Fund the amounts required to be so paid by the
provisions of the Resolution, and there may be paId into the Construction Fund, at the option of the
County, any moneys received for or in connection with a Project by the County from any other SOurce.
The County shall estabtish within the Construction Fund a separate account for each Project, the Cost 01
which is to be pa,,1 in whole or in part out 01 the Construction Fund. The "Series 2005 Account" of the
Construction Fund was established by the Resolution, from which Costs of the 2005 Project shall be paid.
The proceeds of insurance maintained pursuant to the Resolution against physical loss of or
damage to a Project, or of contractors' performance bonds with respect thereto pertaining to the period of
construction tlwreof. shall be deposited into the appropriate account of the Construction Fund.
f\ny moneys received by the County from the State or from the United States of America or any
agencies tht'rcof for the purposc of financing part of the Cost of a Project may be deposited into the
appropriate <ll'COllnt of the Construction Fund and used in the same manner as other Series 2005 Bond
proceeds are used therein; provided that separate accounts or subaccounts may be established in the
ConstnKtioll Fund for moneys received pursu;:mt to the provisions of this paragraph whenever required
by Fl'dl'ral or Stilte Jaw.
TIll' Countv covenanted in the f..;csolutiol1 that the acquisition, construction and installation of
l'i1ch Project will be completed \\'ithout delilY and in Jccordance with sound engineering practices. The
County shall make disbursements or paymenfs from the Construction Fund to pay the Cost of a Project
upon the filing with the Clerk of documents and/or certificates signed by .m Authorized Issuer Officer,
stating with respect to eJch disbursement or paynwnt to be made: (1\) the item number of the payment,
(B) thl' name and address of the r,'rson to whom payment is dul'. (C) the amount to be paid, (D) the
COJlstruction Fund account from which payment is to be made, (E) the purpose, by general classification,
for which pJyml'nt is to be mJde and thJt Stich purpose qualifies for payment from aJl of the Gas Taxes
(or, in the allerniltin', an Authorized IsslIer Officer states that payment of costs associated with sUt'h
purpose will not \.jobte the Act), and (F) that (I) each obligation, item of cost or expense mentioned
therein has been propt'rly incurred, is In payment of J part of the Cost of a Project and is a proper charge
against the account of the Construction Fund from which payment is to be made and has not been the
basis of any previous disbursement or payment, or (2) each obligation, item of cost or expense mentioned
therein has been paid by the County, is a reimbursement of a part of the Cost of a Project, is a proper
charge against thp account of the Construction Fund from which payment is.to be made, has not been
theretofore reimbursed to the Coullty or othenvise been the basis of <my previous disbursement or
payment and the County is entitled to reimbursement thereof. The Clerk shall retain all such certificates
of the 1\uthorizt'd Issuer Officers for such period of limp as required b~' Jpplicable law. The Clerk shall
14,99/07 /OO()(),)5f,U)()( \"1
It
rnJkp aVJil<lble the documents and/or certificates at all reasonable times for inspection by any Holder of
(ln~' of the Series 2005 Bonds or thl' age'nt or representativE' of any J lolder of any of the Serlps 2005 Bonds.
Notwithstanding any of the other provisions of the Resolution, to the t'xtent that other moneys
an' not available therefor, amounts in In Jccount of the Construction Fund with respect to any Series of
Bonds shall be applied to the payment of principal and interest on such Series of Bonds when due.
The date of completion of acquisition and construction of a Project shall be determined by the
Authorized Issuer Officer who shall certify such fact in writing to the Covernmg Body. Promptly after
the date of the completion of a Project, and after paying or making provisions for the payment of all
unpaid items of the Cost of such Project. the County shall deposit in the following order of priority any
bJJJnce of moneys remaining in the Construction Fund in (A) another account of the Construction Fund
[or which the Authorized Issuer Officer has stated that there are insufficient moneys present to pay the
cost of the related Project. (B) the Reserve Account to the extent of a deficiency therein, and (C) such other
fund or account established under the Resolution as shall be determined by the Board, provided the
County has received an opinion of Bond Counsel to the effect that such transfer shaJI not adversely affect
lhe exclusion, if any, of interest on the Series 2005 Bonds from gross income for purposes of federal
income taxation.
ZOOS Subaccount of the Reserve Account
The Rt'sern' Account consists of {1 reserve {1CCOtmt insurance policy issued by the Insurer in an
dlllount equal to $4,515,660.10 (the "2003 I~eser\'e Account Insurance Policy") and cash in the amount of
).I,.SIS,660.10. The Reserve Account, consisting of the 2003 Reserve Account Insurance Policy and such
amounts, does .not secure the Series 2005 Bonds.
The Countv has established il subaccount of the Reserve Account (the "Z005 Subaccount") to
secure the Series 2005 Bonds. Upon the issuance of the Series 2005 Bonds, a reserve account insurance
policy to be issued by the Insurer in an <lmount equill tn $ (the "200S Reserve Account Insurance
I'oli(''''') shill/ be deposited in the Z005 Subaccount. See "Z005 RESERVE ,\CCOUNT INSURANCE
l'l lUCY" hen'in. Such amounts shill I be maintained for the benefit of Holders of Ihe Series Z005 Bonds
;md ^ddition<ll Bonds seclln-'d thereby', Unless and until ^ddltion<ll Bonds are issucd by the County, no
further payments shall be required to be Ill<lde into the 2005 Subaccount ilS long as the amount on deposit
therein shall equal the Reserve Account Requirement. "Reserve Account Requirement" means, as of any
tLlte of calcul<ltion for the Reserve Account, an <lfnOUllt equal to the lesser of (1) !\.Iaximum Annual Debt
St'n'ice [or illl Outstanding Bonds secured theH.'by, (2) 125% of the .Jver<1ge Annual Debt Service for all
()utstandlng Bonds secured thereby, or (3) the m<lximum amount Jllowed to be funded from proceeds of
lax-exempt obligJtions Jnd invested at an unrestricted yield pursuant to the Code, and will equal
S _-------------' with respect to the 2005 Subacrount, upon delivery of the Series 2005 Bonds. The Maximum
I\nnual Debt Service is defined in the Resolution to be the largest aggregate "mount of the Annual Debt
:-;l'r\'iCt:~ becoming due in any Fiscal Year in which Bonds <lre Outstanding. See '.APPENDJX C- FORM OF
TilE I<ESOLUT10N" ""ilched hereto,
Moneys in the Z005 Subaccount shall be used only [or the purpose of paying principal,
r\mortization Installmpnts and interest on the Series 2005 Bonds when moneys in the Sinking Fund are
insufficient therefore. Any monevs withdrawn from thL' 2005 Subaccount must be restored from the first
f)l('dged Funds "v'ailable therefore aft\::'f ali required payments have been mJde for the payment of debt
>';t'r\'ice, including dt:'licipIlcies fOf prior p<lvnwnts, un tht' Sl'riL's 2005 Bonds on the next payment date,
: n'!'lj()7;()()()09~6JDUC"hl
]:2
In the event the 2005 Subaccount contains <It least one Reserve Account InsurancE' Policy and
cash, the ca~h shall be drawn down completely prior to any draw on a H.eserve Account Insurance Policy_
The 20(JS Subaccount may be used to secure Additional Bonds issued pursuant to the Resolution.
AJternJtively, the County reserves the right to establish separate subaccounts in the Reserve Account for
any Series of Additional Bonds for the purpose of securing such Series only. In that case, such Series of
Additional Bonds would not be secured by the 2005 Subaccount which secures the Series 2005 Bonds.
Disposition of Gas Tax Revenues
(A) The County shall promptly deposit upon receipt from the State the Gas Taxes and any
additional gas taxes pledged under the Resolution into the Restricted Revenue Account. The moneys in
the Restricted Revenue Account sh,,1I be deposited or credited on or before the 25th day of each month, in
the following manner and in the following order of priority:
(I) Interest Account. The County shall deposit or credit to the Interest Account the sum
which, together with the balance in said Account, sh,,1I equal the interest on all Bonds Outstanding
.H.TrUl'U and unpilid clOd to JCcrue to the end of the then current calendar month. Moneys in the Interest
Account shalt be applied by the County for deposit with the Paying Agents to pay the interest on the
Bonds on or prior to the dale the s"me shalt become due. The County shall adjust the amount of the
deposit to the Inlt'rest Accollnt not later thiln a month immediately preceding any Interest DJte so as to
providl' sufficient moneys in tht' Interest Account to pay the interest on the Bonds coming due on such
Interest Date. No further deposit need be made to the Interest Account when the moneys therein are
equal tn lhe interest coming due on the Out.standing Bonds on the next succeeding Interest Date.
(2) Principill Account. Commencing no later than the month which is one year prior to the
first princip<ll due date, the County shaJl next deposit into the Principal Account the sum which, together
\vith the balance in said Account, shill! ('yual the principal Jmounts on all Bonds Outstanding due and
unpaid and that portion of the principal next due which would have accrued on such Bonds during the
then current calendar month it such principal amounts were deemed to accrue monthly (assuming that a
year consists of 12 l'quivillellt t-all'ndar months having .10 days each) except for the Amortization
Installments to be deposited pursuant to the Resolution in equJI amounts from the next preceding
pnncipill payment due date, or, if there be no such preceding payment due date from a date one year
preceding the due ddte of such principal amount. Moneys in the Principal Account shall be applied by
t1w Countv for deposit with the ('''y,ng Agents to pilV the principill of the Bonds on or prior to the date
the sanw shall mature, and for no other purpose. 'n1E' County shall adjust the amount of the deposit to
the Principcd Account not Jdter than the month imnll'diately preceding any principal payment date so as
to provide sufficient moneys in the PrincipCll Account to pay the principal on Bonds becoming due on
such principal payment date. No further deposit need be made to the Principal Account when the
moneys thL'rein are equallo the principal coming due on the Outstanding Bonds on the next succeeding
princlp<11 payment date.
(3) Bond Amortization Account. Commencing in the month which is one year prior to the
first AmortizCltion InstJlJment due date, there shall be deposited to the Bond Amortization Account the
sum ""hich, together with the balance in such Account, shall equal the Amortization Installments on all
Bonds Outstanding duC' and unpaId and that portion of the Amortization Installments of all Bonds
Outstilnding nc'\t due \\'hich would havl' accrued on such Bonds during the then current calendar month
if such Arnortizatipn Installments \\'l'fl' deellled to accrue mOllthly (assuming that a year consists of 12
HYJ9/07jOOOOlJ;h.1.t l( lCI'hl
11
equivolent (otendar months ho\'ing 30 doys each) in equal omounts from the next preceding
I\mortization InstaJIment due date, or, if there is no such preceding Amortization Installment due date,
frolll J dilfe one year preceding the due date of such Amortization Installment. Moneys in the Bond
Amortization Account shall be used to purchase or redeem Term Bonds in the manner provided in the
[,esolution, ono for no other purpose. The County sholl adjust the omount of the deposit to the Bond
Amortization Account on the month immediately preceding any Amortization Installment date so as to
proviJe sufficient moneys in the Bond Amortization Account to pay the Amortization Installments
becoming due on such date, Payments to the Bond Amortization Account shall be on parity with
pJyments to the Principal Account.
Amounts accumulated in the Bond Amortization Account with respect to any Amortization
Instollment (together with omounts accumuloted in the Interest Account with respect to interest, if any,
on the Term Bonos for which such Amortization Instollment was established) may be applied by the
County. on or prior to the 60th ooy preceding the due date of such Amortization Installment, (a) to the
purchase of Term Bonds of the Series and maturity for which such Amortization Installment was
O'stobtished, or (b) to the redemption at the applicoble Redemption Prices of such Term Bonds, if then
redeemable by their terms. Amounts in the Bond Amortization Account which are used to redeem Term
Bonds shall be credited against the next slIcceeding Amortization InstaJlment which shall become due on
sllch Term Bonos. The applicoble Redemption Price (or principol omount of mahuing Term Bonds) of
any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization
Account until such Amortization Installment date, for the purposes of calculating the amount of such
Account. As soon as procticobte after the 60th doy preceding the due date of any such Amortization
f nstallmL'nt, the County shall proceed to call for redemption on such due date, by causing notice to be
given as provided in the Resolution, Term Bonds of the Series and maturity for which such Amortization
fnstallmpnt was established (except in the case of Term Bonds maturing on a Amortization InstaJIment
date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such
l\mortizatiOIl Installment. The County shall payout of the Bond Amortization Account and the Interest
Account to the appropriate Paying ^gents, on or before the day preceding such redemption date (or
maturity date), the JmOllnt required for the redemption (or for the payment of such Term Bonds then
maturing), ono such amount sholl be opphed by such Paying Agents to such redemption (or payment).
.:\]1 PXpPllSes in connection with the purchase or redemption of Term Bonds shall be paid by the County
from the Restricted Revenue l\ccounL
(4) Reserve Account. 111t:'rp shall be deposited to the Reserve Account an amount which
would enable the County to restore the funds on deposit in the Reserve Account to an amount equal to
tlw EeSl'fVe Accounl Requirement applicable thereto. All deficiencies in the Reserve Account must be
rnadc up no later than 12 months from the dJte such deficiency first occurred, whether such shortfall was
caused by decreJsed market valul' or \vithdrawal ("whether from cash or a Reserve Account Insurance
Policy). On or prior to eJch principal payment date and Interest Date for the Bonds (in no event earlier
th.Jn the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall
be applied by the County to the payment of the principal of or Redemption Price, if applicable, and
interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond
i\rnoftization Account shall b{:. insufficient for such purpose. Whenever there shall be surplus moneys in
the Reserve Account by reason of <l decreJse in the Reserve Account Requirement or as a result of a
deposit in the Reserve Account of a Reserve Account [nsurance Policy or a Reserve Account Letter of
('redit. sllch surplus moneys, to fhe extent practicable, shall be deposited by the COllnty into the
Unrestricted Revenue Account. The County shall promptly inform ('ilch Insurer of any draw upon the
!\I.',<';('[\'(> I\ccount for purposes of paying the principctl of and interest on the Bonds.
! 1,(N/1I7/1I0009563.DOC\6!
I.'
Upon the issuance of any Series of Bonds under the terms, limitations and conditions as provided
in the Resolution. the County shall lund the Reserve Account in an amount at least equal to the Reserve
Account Requirement. Such required amount, il any, shall be paid in full or in part from the proceeds of
such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account over a
period of months from the date 01 issuance of such Series 01 Bonds, which shall not exceed 36 months. In
the event moneys in the Reserve Account are accumulated as provided above, (a) the amount in said
Reserve Account 011 the date 01 delivery 01 the Additional Bonds shall not be less than the Reserve
Account Requirement on all Bonds Outstanding (excluding the Additional Bonds) on such date, and (b)
the incremental difference between the Reserve Account Requirement on all Bonds Outstanding
(excluding the Additional Bonds) on the date 01 delivery 01 the Additional Bonds and the Reserve
Account Requirement on all such Bonds shall be 50% lunded upon delivery 01 the Additional Bonds.
Notwithstanding the loregoing provisions, in lieu 01 or in substitution 01 the required deposits
into the Reserve Account, the County may cause to be deposited into the Reserve Account a Reserve
Account Insurance Policy for the benefit 01 the Bondholders in an amount equal to the difference between
the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve
Account, if any. The County may also substitute a Reserve Account Insurance Policy for cash on deposit
in the Resen'(' Account upon compliance with the terms of the Resolution. The issuer providing such
Reserve Accollnt Insurance Policy shall be eIther (a) an insurer whose municipal bond insurance policies
insuring th(' payment, when due, or the principal of and interest on municipal bond issues results in such
Issues bClf1g rated in one of the two highest rating categories (without regard to gradations, such as "plus"
or "minus" of such categories) by two of the Rating Agencies, or (b) a commercial bank, insurance
company or other fin~mci<tl institution which has been assigned a rating by two of the Rating Agencies in
one of the two highest rilting categories (without regard to gradations, such as "plus" or "minus" of such
CLl tcgories).
In the event the Reserve Account contains a Reserve Account Insurance Policy and cash and
separatp subaccounts have not been established in the Reserve Account, the cash shall be drawn down
completely prior to all)' draw on il Reserve Account Insurance Policy. In the event more than one Reserve
Account Insurance rolicy is on deposit in the Reserve Account, amounts required to be drawn thereon
sh,lil be dnne OIl a pru-rata basis. The County agreed in the Resolution to pay all amounts owing in
regard 10 any I<eserve Account Insurance Policy lrom the Pledged Funds. Pledged Funds shall be
applied in accordilnn> with the Resolution, first, to reimburse the issuer of the Reserve Account Insurance
Policy for amounts a(h'anced under such instruments, second, replenish any cash deficiencies in the
Rescn'e Account, and, third, to pay the issuer of the Reserve Account Insurance Policy interest on
<lOlOunts i1dvanced tinder Stich instruments. The Resolution shall not be discharged or defeased while
any obligations Llrf' owing in regard to a Reserve Account Insur,mce Policy on deposit in the Reserve
Account. The Cotlnty Jgrced in the Resolutiun nut to optionally redeem Bonds unless all amounts owing
in regard to a Reserve Account Insurance Policy on deposit in the H.eserve Account have been paid in full.
Any consent or i1pproval of any Insurer described in the Resolution shan be required only so long
as there <lre Outstanding Bonds secured by a Bond ]nsuri1nce Policy issued by such Insurer which is in
full force and effect and the commitments of which have been honored by such Insurer. The term
"Paying: Agent" as used in the Resolution for this purpose may include one or more Paying Agents for the
Outstanding Bonds.
I4J99/07/0000'i.ShJ. IX)( ','r, I
J:-;
Whenever the amount of cash in the Reserve Account, together with the other amounts in the
Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms
(tncJuding principal or applicable "edemplion Price and interest thereon), the funds on deposit in the
"eserw Account may be transferred to the other Accounts of the Debt Service Fund for the payment of
I he Bonds.
The County may also establish a separate subaccount in the Reserve Account for any Series of
Additional Bonds and provide a pledge of such subaccount to the payment of such Series of Additional
Bonds apart from the pledge provided in the Resolution. Such a Subaccount (i.e., the 2005 Subaccount)
has been established for the Series 2005 Bonds. To the extent a Series of Additional Bonds is secured
separately by a subaccount of the Reserve Account, the Holders of such Bonds shall not be secured by
<Joy other moneys or Reserve Account Insurance Policies in the Reserve Account. Moneys in a separate
SUbLlccount of the Reserve Account shall be maintained at the Reserve Account Requirement applicable to
such Series of Additional Bonds secured by the subaccount; provided the Supplemental Resolution
authorizing such Series of Additional Bonds may establish the Reserve Account Requirement relating to
sllch separate subaccount of the Reserve Account at such level as the County deems Jppropriate. Moneys
shall be deposited in the separate subaccounts in the Reserve Account on a pro-rata basis. In the event
tilt' County shall maintain a Reserve Account Insurance Policy and moneys in such subaccount, the
monl'YS sh<lll be used prior to making any disbursements under such Reserve Account Insurance Policy.
I\n)' I<eserve Account Insurance Policy and moneys held in such subaccount, shall not be available to the
I Jolders of the Bonds not specifically secured by such subaccount.
(5) Unrt'stricted Revenue Account. The balance of any moneys after the deposits required
<is heretofore described may be transferred, at the discretion of the County, to the Unrestricted Revenue
Account or any other appropriate fund or account of the County and may be used for any lawful
purpose.
(B) Whenever moneys on deposit in the Debt Service Fund are sufficient to fully pay all
()utstt"mding Bonds in accordance with their terms (including principal or applicable Redemption Price
,me! int"rest thereon), no further deposits to the Debt Service Fund need be made. If on any payment date
the CdS Tax Revenues are insufficient to deposit the required amount in any of the funds or accounts or
It)r any of the purposes provided above, the deficiency shall be made up on the subsequent payment
~LlIl's.
The County, in its discretion, may u.se moneys in the Principal Account and the Interest Account
!o purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or
H'dl'lllption does not adversely affect the County's ability to pay the principal or interest coming due on
C;Udl principill payment date on the Bonds not so purchased or redeemed.
Additional Bonds
No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to the
J~t'solution, shall be issued except upon the conditions and in the manner provided in the Resolution.
rill.' County may issue one or more Series of Additional Bonds for anyone. or more of the following
purposes: (i) fina.ncing Ihe Cost of a Project, or the completion thereof, or (ii) refunding any or all
()lIt.c;t~lnding Bonds or of an-,,' SubordinJted Indebtedness of the County.
, P '<)j()7j00009563.1)( )(0\-61
If,
No such Additional Bonds shall be issued unless the following conditions are complied with:
(A) Except as otherwise provided in the Resolution, there shall have been obtained and filed
with the County a statement of an Authorized Issuer Officer: (1) stating that the books and records of the
County relating to the Gas Tax Revenues and Investment Earnings have been examined by him; (2)
selling forth the amount of the Gas Tax Revenues and Investments Earnings which have been received
by the County during any 12 consecutive months designated by the County within the 24 months
immediately preceding the date of delivery of such Additional Bonds with respect to which such
statement is made; and (3) stating that the amount of the Gas Tax Revenues and Investment Earnings
received during the aforementioned 12 month period equals at least 1.35 times the Maximum Annual
Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such
statement is made.
(B) In the event the County, by Supplemental Resolution, extends the pledge of the Gas Tax
Revenues created pursuant to the Resolution to include additional gas tax and such additional gas tax
was not in effect during all or a portion of the applicable 12 consecutive month period described in (A)
above, then for the purposes of determining whether there are sufficient Gas Tax Revenues to meet the
coverage test specified in (A) above, the Authorized Issuer Officer shall adjust the amount of Gas Tax
Revenues which were received during the applicable 12 consecutive month period to take into account
the additional amount of Gas Tax Revenues such additional gas tax would have generated if it had been
in effect for the entire 12 consecutive month period; provided, however, that such adjustment shall only
be made if the additional gas tax is in effect on the date the statement of the Authorized Issuer Officer
referred to in (A) above is made and such additiOllJI gas tax will remain in effect at least until the final
maturity of the Bonus Outstanding at the time of issuance of the Additional Bonds.
(C) In the event the County adjusts the County's proportionate share of Gas Tax Revenues
and such new proportionate share of Gas Tax Revenues was not in effect during all or a portion of the
applicable 12 consecutive month period described in (A) above, then for the purpose of determining
whether thC'n~ are sufficient Gas Tax Revenues to meet the coverage fest specified in (A) above, the
Authorized Issuer Officer shall adjust the amount of Gas Tax Revenues which were received during the
applicable 12 consecutive month period to reflect the amount of Cas Tax Revenues the County would
hilve received over such 12 consecutive month period had the County's share of Gas Tax Revenues been
distributed based on its new proportionate share.
(D) For the purpose of determining the Debt Service in this subsection, the interest rate on
addilional parity Variable Rate Bonds then proposed to be issued shatI be deemed to be the Bond Buyer
Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
(E) For the purpose of determining the Debt Service in this subsection, the interest rate on
Outstanding Variable Rate Bonds shall be deemed to be (1) if such Variable Rate Bonds have been
Outstanding for at least 24 months prior to the date of sale of such Additional Bonds, the highest average
interest rate borne by such Variable Rate Bonds for any 3D-day period, or (2) if such Variable Rate Bonds
have not been Outstanding for at least 24 months prior to the date of sale of such Additional Bonds, the
Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
(F) Additional Bonds shall be deemed 10 have been issued pursuant to the Resolution the
same as the Outstanding Bonds, and ,dl other covenllnts and other provisions of the Resolution (except as
to details of such Additional Bonds inconsistent therl'\vith) shall be for the PlluaJ benefit, protection and
{4:199/O7/()(){)()')';6,. DOC \'61
17
securing of the Holders of all Bonds issued pursuant to the Resolution. Except as described in the
Resolution, all Bonds regJrdless of the time or times of their issuzmce, shall rank equally with respect to
their lipll on the Pledged Funds and their sources Jnd security {or payment therE'from \vithout preference
of ,my Bonds over any other.
(C) In the event any Additional Bonds are issued for the purpose of refunding any Bonds
then Outstanding, the conditions of this subsection shall not apply, provided that the issuance of such
Additional Bonds shall result in a reduction of aggregate debt service. The conditions of (A) above shall
apply to Additional Bonds issued to refund Subordinated Indebtedness and to AdditlOnal Bonds issued
for refunding purposes which cannot meet the conditions of this paragraph.
(H) So long as any Outstanding Bonds are insured by Ambac Assurance Corporation, such as
the Series 2003 Bonds, the County will not issue any Variable Rate Bonds without the written consent of
;\mbac Assurance Corporation.
Subordinated Indebtedness
The County will not issue any other obligations, except under the conditions and in the manner
provided in the Resolution, payable from the Pledged Funds (or any portion thereof) or voluntarily create
or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to
p[ being on <l parity with the lien thereon in favor of the Bonds and the interest thl:.'H'OI1. The County may
(It Clny time or from time to time issue evidences of indebtedness payable in whole or in part out of the
PL-dged Funds and which may be secured by a pledge of such Pledged Funds; provided, however, th01t
such pledge shall be. and shall be expressed to be, subordinated in all respects to the pledge of the
Pledged Funds created by the Resolution. The County shall have the right to covenant with the holders
from time to time of Jny Subordinated Indebtedness to add to the conditions, limitations Jnd restrictions
under which any Additional Bonds may be issued pursuant to the H.esolutiun. The County agrees to pay
promptly any Subordinated Indebtedness as the same shaH become due.
Hooks and Records
111e County will keep books and records of the rect:.'ipt of the Gas Tax Revenues in accordance
IVlth generally accepted O1ccounting principles, and Holders of Series 2005 Bonds shalt have the right O1t all
reasonable times to inspect the records, accounts and d()ta of the County relating thereto.
Collection of Gas Tax Revenues; No Impairment
The COllnty covenants to do all things necessary on its pJrt to maintain its eligibility to receivE'
the full amount of Gas Tax Revenues which are required by the Act. The County will proceed diligently
to perform legally and effectively all steps required on its part in the levy and collection of Gas Tax
!\l'venues and shaH exercise all legJlly available remedies to enforce such collections now or hereafter
available under State law.
The ptedging of the Pledged Funds in the manner provided in the Resotutlon shall not be subject
tn repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of
tht' Co\'en1ing Body, except as otherwise provided in the Resolution.
'1.'O<)/()7/000()<)5(,,1.DOC, bl
IK
Accession of Subordinated Indebtedness to Parity Status with Bonds
The County may provide for thl' accession of Subordinated Indebtedness to the status of
complete parity with the Bonds. jf (A) the County sh,,11 meet "It the requirements imposed upon the
issuancE' of Additiona] Bonds by the Resolution, assuming, for purposes of said requirements, that such
Subordinated Indebtedness shall be Additional Bonds. and (8) the Reserve Account, upon such accession,
shall contain an amount equal to the Reserve Account Requirement in accordance with the Resolution. If
the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been
issued pursuant to the Resolution the same as the Outstanding Bonds, and such Subordinated
Indebtedness shall be considered Bonds for all purposes provided in the Resolution.
Investments
Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt
Service Fund shall be continuously secured in the manner by which the deposit of public funds are
authorized to be secured by the Jaws of the State. Moneys on deposit in the Construction Fund, the
Restricted Revenue Account and the Debt Service Fund, other than the Reserve Account, may be Invested
and reinvested in Authorized Jnvestments maturing not later than the date on which the moneys therein
will be needed for the purposes of such fund or account. Moneys on deposit in the Reserve Account may
be invested or reinvested in Authorized Investments which shall mature no later than ten years from the
date of investment. All investments shedl be valued at cost; provided, that the amounts on deposit in the
Reserve Account shall be valued at the market price thereof. Investments in the Reserve Account shall be
valued by the Cotlnty on an amount basis of iYfarch 1 of each year.
Any and 011 income received by the County from the investment of moneys in each account of the
Construction Fund, the Interest Account, the Restricted Revenue Account and the Reserve Account (to
the extent such income and the other ilmounts in the r~eserve Account does not exceed the Reserve
Account Requirement applicable thereto), shall be retained in such respective Fund or Account. Any and
all income received by the County from the investment of moneys in the Reserve Account (only to the
extent such income and other amounts in the I~est'rve Account exceeds the Reserve Account
Requirement), the Principal Account emu the Bond Amortization Account shall be deposited in the
Interest Account.
Nothing contained in the Resolution prevents any Authorized Investments acquired as
investments of or security for funds held under the Resolution from being issued or held in book-entry
form on the books of the Department of the Treasury of the United Stales.
Separate Accounts
ll1e moneys required to be accounted for in each of the funds, accounts and subaccounts
established in the Resolution may be deposited in a single, non-exclusive bank account, and funds
ilIlocated to the various funds, accounts and subaccounts estClbJished in the Resolution may be invested in
iJ common investment pool, provided that adequate accounting records are maintained fo reflect and
control the restricted allocation of the moneys on deposit therein and such inyestments for the various
purposes of such funds, accounts and subaccounts as provided in thl:' Resolution.
Th(' designiltion and establishment of the various funds, accounts and subaccounts in and by the
Resolution shall not be cOllslnled to require tilt' e~liJblishment of ;10-,"' completely independent, self-
14399/07 /n0009Ci6, DC lCv61
19
bJIJl1cing funds as such term is commonly defined anu useu in governmental accounting, but rather is
intended solei}' to constitute Zln earmarking of certain revenues for certain purposes and to establish
certain prloritics for application of such revenues as provided in the Resolution.
Amendment of Resolution withoul Consent of Bondholders
Certain amendments to the ResolulJon are permitted without Bondhotder consent with the prior
written consent of the Insurer or Insurers of Bonds, provided that such insured Bonds, at the time of the
odoption of the amendmmt, shall be rated by the raling agencies which shall have raled the Bonds at the
time such Bonds were insured no lower than the ratings assigned thereto by such rating agencies on the
date of being insured. See "APPENDIX C - FORM OF THE RESOLUTION" allached hereto.
Control by Insurer in Case of Event of Default
Upon the OCcurrence and continuilnee of an Event of Default, each Insurer, if such Insurer has not
foiled to comply with its payment obtigalJons under its Bond Insurance Policy. shall be deemed to be the
sole Holder of the Bonds it insures for purposes of (A) directing and controlling the enforcement of all
rights and remedies with reSpl'ct to such Series of Bonds, <my waivef of an Event of Default and removal
of any trustee, and (B) exercising certJin voting rights or prIvileges Of giving certain consents or
directions or laking cntain other actions. See "APPENDIX C - FORM OF THE RESOLUTION" attached
Iwrl'to.
GAS TAX REVENUES
General
The "Gas Tax (\('\,enues" consist of revenues received by the County from five sep,uJtc taxes
referred to in the Resolution as thl' "Seventh Cent C<lS Tax," the "Ninth Cent GJS Tax," the "Five Cents
I.()l'al Option Gas TJx", the "Six Cents LocZlJ Option C,Js Tax," and the "Constitutional Cas Tax", and any
()thef gas tax imposed Jnd/or receivcd by the County \vhich is specifically pledged by the County
pursuant to the Hesolution or ZI SupplL'lllt:'nti"d Resolution. Each of the current components of the Cas Tax
f\.l'\'(,IllIl'S 1S described herein.
IRemainder of page intentionally left blankl
: !~q(!!II7/()O()09s6-,.nOC\'61
cO
lIistorical Gasoline Sales in the County
The volume of motor and special fuel sold in the County is set forth belo"v for the years
indicated:
COLLIER COUNTY, FLORIDA
NUMBER OF TAXABLE GALLONS SOLOI1l
State
Fiscal Year
Ended June 30
Motor Fuel
~iesel Fuel
Totat Taxable
Gallons
2000
200]
2002
2003
2004
115,012,5] 1.1
] 19,469,969.5
] 29,940,347.6
133,5]2,1394
]40,10],657.6
] ],689,949..1
11,850,377.5
]2,070,857.]
]2,46],080.5
13,528,890.6
]26,702,460.2
13],320,347.0
]42,0] ],204.7
]45,973,2]9.9
]53,630,548.2
Source: Horida Department of Revenue.
III The number of gallons shown represents fuel from which components of the Gas Tax Revenues
arp derived.
Seventh Cent Gas Tax
In Ceneral. In addition to other taxes, the State imposes a tax of om:o-cent per net gallon of motor
fuel, which tax is statutorily designated as the "County Fuel Tax." "Motor fuel" is "all gasoline products
or any product blended \vith gasoline or any fuel placed in the storage supply tank of a gasoline-powered
motor vphicle." The County Fuel Tax is referred to in the Resolution as the "Seventh Cent Cas Tax."
Co/Jectj()n and Distribution. The Florida Department of Revenue ("FDOR") is responsible for
colJecting the County Fuel Tax and, after deducting the expenses of coJIection, administration,
enforcement clnd di.stribution (Iimilt'd to 2% of collections) and after deducting a 7.3IYo service charge to
the Cenera' R,>velllJe Fund of the State of Florida, FOOR is required to divide the proceeds of the tax and
distribute till' same to u)Lmties in the State on a monthly bJsis.
IRemainder of page intentionally left blank)
{4399/07 /OOOO'!.Sh3. 1)( X' \(, I
21
The formulJ for distribution for the County Fuel Tax is as foJJows:
1. First, the distribution factor for each county is calculated on an JJ1J1UJJ basis as folJmvs:
1/4
x
County Are~
State Area
+
1/4
x
County Population
State Population
+
1/2
x
Number 01 Motor Fuel Gallons Sold In County
Number 01 Motor Fuel Gallons Sold Statewide
County's Distribution Factor (Currently 2.06740%)
2. Second, the monthly allocation lor each county is calculated as lollows:
Monthty Statewide
County Fuel Tax Receipts
x
County's
Distribution Factor
County's
Monthly Allocation
Thus, chimges in rebtive population and in absolute and relative motor fuel sales will affect the
amount of County Fuel Tax distributable to a county.
Eligibility. All counties are eligible to receive County Fuel Tax revenues.
Use of Revenue. County Fuel Tax revenues may be used solely for the acquisition of
rights-of-way; the construction, reconstruction, operation, maintenance and repair of transportation
LlCilities, rOilds, and bridges therein; or the reduction of bonded indebtedness incurred by a county (or
speci.d rOild and bridge distrIcts within such county) for road imd bridge or other transportation
pu rposes.
[Remainder 01 pagc intentionally Ielt blank)
!.IYJ9 /07 /()()()09~63. D( X: v61
22
Statewide Col/ection Data. The fol/owing table summanzes historical County Fuel Tax distributions to
Florida counties for the fiscal years of the State ended June 30,1995 through June 30,2004, as reported by
FDOR.
STATE OF FLORJDA
COUNTY FUEL TAX REVENUES DISTRIBUTED STATEWIDE
State
Fiscal Year
Ended fune 30
Total Amount
Distributed to
the Counties
Percentage
lncrease
(Decrease)
]995
]996
]997
]998
]999
2000
200]
2002
2003
2004
$60,270,623
59,269,167
59,427,474
62,247,550
70,1 1l,055
80,216,52]
79,377,747
8],108,364
83,340,638
87,450,164
(].7)%
0.3
4.7
]2.6
14.4
(l.l)
2.2
2.8
4.9
Sou rel': Florida Department of Revenue
Collier Countv Revenue Dato. The following toble sets forth historical Seventh Cent Gas Tax
revenues for the fiscal yeors ended September 30, 1995 through 2004.
COLLIER COUNTY, FLORIDA
SEVENTH CENT GAS TAX REVENUES
Cuunty
Fiscal Year
Ended
September 30
Seventh Cent
Gas T ox
Revenues Received(l)
Percentage
Increase
(Decrease)
]995
]996
]997
]998
]999
2000
2001
2002
2003
2004
$],101,818
],065,934
],099,]00
l,l64, 741
1,363,8]4
],442,775
1,5 Il ,029
],642,793
],709.334
1.796,991
(3.3)%
3.]
6.0
]7.1
5.8
4.7
8.7
4.1
5.]
Source: Collier County finance [)ppllrtnlt:'nt
III Un;lUdilt'd.
14399107/00(I09S631 Joe \(,1
23
Ninth Cent Gas Tax
In Ceneral. In addition to other taxes, each county may impose a tax of one cent per net gallon of
motor fuel sold within the county's jurlsdiction. The tax may be levied by either an extraordinary vote of
the membership of the county's governing body or pursuant to voter approval in a county-wide ejection.
In addition, a tax of one cent per gallon is required to be levied in each county on every net gallon of
diesel fuel sold within the county regardless of whether the county is tevying the tax on motor fuel. The
term "diesel fuel" means all petroleum distillates commonly known as diesel #2 or any other product
blended with diesel or any product placed into the storage supply tank of a diesel-powered motor
vehicle. These taxes are colleeti vety referred to as the "Ninth Cent Fuel Tax" and are referred to in the
Resolution as the 'Ninth Cent Gas Tax." Forty-three of Florida's sixty-seven counties levy the Ninth Cent
Fuel Tax on motor fuel.
Counties are not required to, but they may, share the revenue received from the Ninth Cent Fuel
Tax with municipalities. The County does not share such revenue with any municipality located within
the County.
Collection zmd Distribution. FOOR collects the Ninth Cent Fuel Tax and deposits the revenues in
Ihe Ninth Cent Fuel Tax Trust Fund. The 7.3% Ceneral Revenue Fund service charge does not apply to
tht' Ninth Cent Fuel Tax Trust Fund, although a 0.67% collection allowance is provided for certain
~uppJjers and wholesalers. In Jddition, FOOR is authorized to deduct certain administrative costs from
tlw Ninth Cent Fuel Tax Trust Fund. 11w administrative cost deduction is limited to 2% of total
collections. Proceeds of the Ninth Cent Fuel Tax are distributed monthly.
Elieibility. 1l1cre are no special eligibility requirements for counties wishing to levy the Ninth
Cent Fuel Tax.
Use of Revenue. Proceeds of the Ninth Cent Fuel Tax flow through the Local Option Fuel Tax
Trust Fund. Cenerally, county and municipal governments may use monies received from the Ninth
Cent Fuel Tax only for transportation expenditures, defjned as:
(a) public trill1sportation oper.ltion and maintenance;
(b) roadway <lnd right-of-way milintenance and equipment and structures used primarily for
tlw stor<lge ;:md maintenance of stich ('qUlpment;
(c) roadway and right-of-way drainage;
(d) street lighting;
(e) traffic signs, traffic enginening, signalization and pavement markings;
(f) bridge mainten,mce and operation; and
(g) debt service Zlnd nlfrcnt pxpenditures for transportation capital projects in the foregoing
program i1rpas including ttw constructioJl ;lnd reconstruction of roads.
rl~<)l)/07/()()()()9S6~.D()C \'hl
2.t
Collier County Collection Data. The County has imposed the Ninth Cent Fuel Tax since June I,
1980, and the levy 01 the tax will expire on December 3],2025. As previously noted, the County has not
entered inlo an interJocJI agreement .with any municipality for the sharing of the Ninth Cent Gas Tax
revenues.
The table below sets forth the amount 01 historical Ninth Cent Gas Tax revenues received by the
County for the fiscal years ended September 30, ]995 through 2004.
COLLIER COUNTY, FLORIDA
NINTH CENT GAS TAX REVENUES
Fiscal Year
Ended
Septem ber 30
Ninth Cent
Gas Tax
Revenues Receivedol
Percentage
Increase
(Decrease)
]995
]996
]997
]998
]999
2000
2001
2002
2003
2004
$],006,286
],065,750
] ,043,736
1,]49,]20
],] 92,823
],273,6]6
1,309,8]8
1,420,292
1,447,4]5
],572,637
5.9%
(2.])
10.]
3.8
6.8
2.8
8.4
1.9
8.7
Source: COJJil'f County Finance DL'piutment
II) Unaudited.
Six Cents local Option Gas Tax and Five Cents local Option Gas Tax
~!l'ner,lI. Each county in the State is authorized to levy a tax, statutorily referred to as the
"Local Option fuel Tax," of between one cent and eleven cents per net gallon on motor fuel sold in such
county in the (orm of two separilte levies. The first levy' is a tax of one to six cents and may be authorized
in a county hy an ordintlncl' enacted by a majority vote of the governing body of a county or by
referendum. Thl' County levies all six cents which levy was approved by the Gas Tax Ordinances. An of
Florida's sixty'-sc\,pn counties levy this portion of the LOG'll Option Fuel Tax with sixty-five of the counties
levying ilt the Ill<lximum rate of six cents, This portion of the Local Option Fuel Tax is referred to in the
Resolution and lwrein as the "Six Cents Loc;:d Option Gas Tax." The definition of Six Cents Local Option
Gas Tax in the Resolution includes Jny additional local option gas tax revenues hereafter available
pursuant to the Act and pledged by the County pursuant to Supplemental Resolution.
TI1E' second levy is a tax of one to five cents which may be authorized in a county by an ordinance
enacted by a majority plus one vote of the governing body of a county or by ,referendum. The County
levies all fivE' cents which Il~vy was approved by the Gas Tax Ordinances. This portion of the Local
Option Fuel TZlX is referred to in the Resolution and herein as the "Five Cents Local Option Gas Tax." The
ddinition of Five Cents LOLli Option Gas TZlX in the Resolution includes any additional local option gas
1cJ399/07 /(){)()()')C,6,.I)( ){"61
2S
tox reven""s hereolter available pursuant to the Act and pledged by the County pursuant to
Supplemental Resolution.
Since July I, 1996, each county is stotutorily reguired (previously the levy had been optional) to
impose a tax, atso referred to os the "Local Option Fuet Tax," 01 six cents per net gallon on diesel luel sold
in such county. The tax of six cents per net gallon on diesel fuel is automaticaJIy levied in each county
even though such county may not have imposed a levy on motor luel at all or is not levying the lirst one
to six cents tax on motor luel at all or at the lull six cents.
Collection and Distribution. FDOR collects the Local Option Fuel Tax in each county and
deposits the proceeds into the State's Local Option Fuel Tax Trust Fund. The Local Option Fuel Tax Trust
Fund is subject to a 7.3% charge imposed by the State, representing a share 01 the cost 01 general
government of the State. This charge is deducted from the Local Option Fuel Tax Trust Fund and is
deposited in the General Revenue Fund of the State. In addition, FDOR is authorized to deduct certain
auministrallve costs incurred in collecting, administering, enforcing and distributing the proceeds of such
tax to the counties in an amount not to exceed 2% of lotal collections lrom the Local Option Fuel Tax
rrust fund.
The net proceeds collected from the Local Option Fuel Tax are distributed by FDOR to each
digible cnunly and the eligible municipillitips therein according to a distribution formula determined at
Ihe local level by intl'r/ocal agreement between the county and the municipalities within the county's
houndaries representing a majority of the population of the incorporated Jr('<l within the county. If no
interlocaJ agreement is established, then the distribution is based on the relative transportation
l'xpenditures o{ the county and the muni("ipaJities therein {or the preceding 5 years.
There are tnree incorporated municipalities in the County, and pursuant to the Act and the Local
OptlOn Gas Tax Resolution, the Six Cents Local Option Gas Tax and the Five Cents Local Option Gas Tax
rL'\'cnups arc distributed among the County and the municipalities based on the relative transportation
l'xpenditures o{ the COllnty and the municipalities {or the preceding 5 years as {ollows:
Recipient
Share of Proceeds of
Six Cents Local Gas Tax
City of Everglades
City of l\larco Jsland
City of Naples
Collier County
0.19%
4.87
10.28
84.66
100.00%
Any newly incorporated mUnicipality located in a county levying a Local Option Fuel Tax is
entitled to receive <I share of the t<lX revenues. However, the amounts distributed to a new municipality
lllilV not materially or adversely affect the rights of holders of outstilnding bonds backed by the Local
Option Fuel Tax, and the JffiOunts distributed to the county and each pre-existing municipality may not
be reduced below the Zlffiount necessary to pay principal and interest and reserves for principal and
interest as required under the coven<lnts of any bond resolution outstanding on the date of incorporation
of ;1 new municipillity.
I lYI9/07/0000Q5r,300C, 61
26
Eligibility. In order to be eligible to receive a distribution of funds from the Local Option Fuel
Tax Trust Fund, each county or municipality must have:
(i) reported its finances for its most recently completed fiscal year to the State Department of
Banking and Finance as reguired by Florida law;
(ii) made provisions for annual postaudits 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
eguivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce
revenue eguivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have
received certain revenues from a county (in the case of a municipaJity), an occupational license tax, utility
tax, or ad valorem tax, or any combination of those four sources;
(iv) certified that persons in its employ as law enforcement officers meet certain gualifications
for employment and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment gualifications
are eIigibh-> for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the generat
budget of such county or municipality has met the provisions for annual postaudit of its financial
JCCoLInts in accordance with law; and
(vii) certified to FOOl{ that it has complied with certain procedures regarding the
establishment of the ad valorem tax millage of the county or municipality as reguired by law.
Any funds otherwise undistributed because of ineli!:,..-jbility of a county or municipality shall be
distributed to the eligible governments WIthin the applicable county in proportion to other monies
distributed pursuant to Section 336,025, Florida Statutes.
Use of Revenue. Generally, county and municipal governments may use monies received from
the Local Option Fuel Tmst Fund only for transportation expenditures, defined as:
(a) public transportatlon operation and maintenance;
(b) roadway and right-of-way maintenance and equipment and structures used primarily for
the storage and maintenance of such equipment;
(c) roadway and right-of-way drainage;
(d) street lighting;
(e) traffic signs, traffic engineering, signillization and pavement markings;
(f) bridge lllilintenance ,md oJ.-k'ration; and
14399/07/00009S6., IX K\'61
r
-,
(g) debt service and current expenditures for transportation capitat projects in the foregoing
program areas including the construction nnd reconstruction of roads.
Specific to the Five Cent Local Option Cas Tax only, the authorized use of such monies is limited
by statute to (i) transportation expenses included in the capital improvements element of the County's
comprehensive plan, or Oi) for expenditures needed to meet immediate local transportation problems and
for other transportation-related expenditures that JTe critical for building comprehensive roadway
networks by local governments.
A county or municipality may not issue bonds payable from the Local Option Fuel Tax more
frequently than once per year.
The County represents that it has been in compliance with the statutory eligibility requirements
for the Local Option Fuel Tax in the past and that it has covenanted in the Resolution to do so in the
future.
Collier Countv Revenue Data. The County has levied a Six Cents Local Option Gas Tax since
September I, 1985 and a Five Cents Local Option Cas Tax since January 1, 1994, and it currently levies the
Six Cents local Option Cas Tax of six cents upon every gallon of motor fuel and diesel fuel sold in the
County and the Five Cents local Option Cas Tax of five cents upon every gallon of motor fuel (but not
diesel fuel) sold in the County.
Under the current Cas Tax Ordinances, the tevy of the Six Cents local Option Cas Tax and the
Five Cents local Option Cas Tax will both expire on December 31, 2025.
(Remainder of page intentionally left blankJ
!B99/07 /00009')63. DOC \'61
2B
The following table sets forth the amount of historical Six Cents Local Option Cas Tax revenues
received by the County for the fiscal years ended September 30, 1995 through 2004.
COLLIER COUNTY, FLORIDA
SIX CENTS LOCAL OPTION GAS TAX REVENUES
County
Fiscal Year
Ended
September 30
Six Cents Local
Option Cas Tax
.Revenues ReceivedJI}
Percentage
Increase
(Decrease)
]995
]996
1997
1998
1999
2000
2001
2002
2003
2004
$4,546,831
5) 18,248
4,365,244
5,244,625
4,996,124
5,563,378
5,813,115
6,353.390
6,485,103
7,354,762
12.6%
(147)
20.1
(4.7)
11.4
4.5
9.3
2.1
13.4
Source: Collier County Finance Department
11) Unaudited.
[Remaindl'r of page intentionally left blank I
14J99/07/00009563. DOC\'6 I
29
The following table sets forth the amount of historical five Cents Local Opbon Gas Tax revenues
rt'C('iwd by the County for the fiscal years ended September 30,1995 through 2004.
COLLIER COUNTY, FLORIDA
FIVE CENTS LOCAL OPTION GAS TAX REVENUES
County
Fiscal Year
Ended
September 30
Five Cents Local
Option Gas Tax
l~e\'enues Received.!])
Percentage
Increase
{Decrease)
1995
1996
1997
199H
1999
2000
2001
2002
2003
2004
$3,651,186
3,854,252
3,768,855
3,931,426
4,023,839
4,192,302
4,436,686
4,830,335
4,919.661
5.609,54]
5.6%
(2.2)
4.3
2.4
4.2
5.8
8.9
1.8
14.0
SOllrce: Collier County Finance Department
!I. Uniludited.
Constitutional Gas Tax
In General. Article Xlt Section 9(c) of the Florida Constitution (196R), as Jmendcd, provides for
the kvy of a lax, initially designated as the "second gas tax," of two cents pe[ gallon upon gasoline and
other like products of petroleum clOd an equivalent tax upon other SOurces of energy used to propel
llW((lr vehicles (the "ConsWutionaJ Fuel Tax"). It was renamed the "constitutional gas tax" pursuant to
Ch,lpter 83-3, Laws of Florida, and then renamed "constitutional fuel tax" pursuant to Chapter 95-417,
I ,aws uf Florida. The Florida Legislature implemented the constitulional provisions pursuant to Sections
2(1".11 .1I1d 206A7, Florida Statutes.
The Florida Statutes do not explilitly authorIze a county to pledge as a Source of security for a
b(lnd issue the Constitutional Fuel Tax it receives from the State. Although the County has no reason to
!1l']ll'\,(' it mOlY occur, it is possibk' that the FloridJ Legislature could amend the statutorily authorized
uses (A the Constitutional Fuel Tax to restrict the uses of the moneys, including without limitation a
pwhibilion for use of those funds to make debt service payments on local indebtedness such as the Series
2(1(1; Bonds, or could alter the manner in \vhich proceeds of the Constitutional rueI Tax are allocated and
dil1lll11Sh the amount allocable to the County. If the Florida Legislature did attempt to take such action,
tIll' (\)unty would vigorously challenge such an Jction 011 the grounds of "impairment of contract" under
tlw Flnrida Constitution. Hmvever, it is unclear as to whether the County would be successful on such a
rh.]iit'nge. The County is not JWJfP of Jny instance in which the Florida Legislature has evpr taken ilction
,llh-lT~l'I!" impacting il revenup source pledged to bonds without explicit stahl tory authority without also
pn1\iding a substitute revenue Source for the affected bonds. Nevertheless, thpre can be no assurance
{I ",,, '117/11111109561. DOC\'61
.)()
given to the holders of any Series 2005 Bonds that the Florida legislature will not amend the Act in some
manner which would haw the affect of repealing, impairing or amending the rights of the holders of
such Series 2005 Bonds with respect to, the Constitutional Fuel Tax revenues.
Collection and Distribution The proceeds of the Constitutional Fuel Tax are collected by the
FDOR and are transferred monthly to the State Board of Administration of Florida (the "SBA") for
distribution to the counties, after certain deductions bv the SBA, described below. The SBA deducts
reasonable administrativE' costs from the proceeds and aJlocates the balance of the proceeds to the
counties as follows:
1. First, a distribution factor for each county is calculated on an annual basis as foHows:
1/4
x
County Area
State Area
+
1/4
x
County Population
State Population
+
1/2
x
Constitutional Fuel Tax collected on retail sales and use in the county
Constitutional Flll'l Tax collected in all counties in previous fiscal year
County's Distribution Factor (Currently 2.06740f}"o)
2. Second, the monthly allocation for each county is calculated as foHows:
Statewide ConstitutlonJl
CJS Tax Receipts
(less wilsonJble costs)
x
County's
Distribution Factor
County's
Monthly Allocation
J. Third. the Monthly Allocation IS distributed to the County as follows:
80%
x
County's
Monthly Allocation
Amount retained
by SBA for debt service(l)
20%
x
County's
tvIonthJv AllocJtion
Amount distributed
to County
(1) H~,tJin('d only if the SBA is servicing bonds pledging the Constitutional Fuel Tax; otherwise such
amount is distributed to the County.
Before the proceeds ore distributed, the monthly allocation is divided into two parts: (1) the
monthly JlloCJtioll multiplied by 80%, which represents the amount needed to meet debt service
requirements on bonds administered by the SBA pledging the Constitutional Fuel Tax; and (2) the
monthly allocation multiplied bl' 20%, which represents the amount translerre<;l to the County. The SBA
uses the 80'10 portion to mect the debt service requirement of SBA-administered bond issues that pledge
the Constitutional Fuel Tax. If the SBA determines that the 80% portion is not enough to cover the debt
service requiremt'llt, it \vilJ withhold some of thE' 20% portion for th<lt purpose. Othenvise, the 20~i,
portion is remitted dirf'cfly to the County. If a county hilS not pledged the proceeds for the Constitutional
{4J99/07/00009.Sf>J. tJC )(~\'f>1
1t
Fuel Tax for bonds administer"d by SBA, th" full amount of both th" 80% portion and the 20% portion is
distributed directly to the County.
The County currently has outstanding bonds pledging its Constitutional Fuel Tax that JTC'
administerl'd by the SBA (the "Seril'S t979 Bonds"). Intl'rest and principal on the Series 1979 Bonds are
paid prior to any of the 80% portion of the Constitutional Fuel Tax revenues being distributl'd to the
County. Thl'rcfore, any rderence contained herein to Constitutional Gas Tax revenues "received" by the
County refers to revenul'S received by the County after such interest i:md principal payments are madE' on
th., Series 1979 Bonds. Upon retirement of the Seril's 1979 Bonds (currently scheduled for December 1,
2008), the full monthly allocation of the Constitutional Cas Tax will be distributl'd to, and received by, the
County.
The table below sets forth the projected interest and payment schedules for the Series 1979 Bonds.
Payment Principal Outstanding Interest Total Debt
Date Payments Balance(l) Payments Service
June ],2005 $ 0 $2,620,000 $75.980 $75,980
December 1,2005 600,000 2,020,000 75,980 675,980
June 1,2006 2,020,000 58,580 58.580
December 1,2006 640,000 ],380,000 58,580 698,580
June 1,2007 1,380,000 40,200 40,200
Decem ber I. 2007 680.000 700,000 40,200 720,020
June 1,2008 700,000 20,300 20,300
Decpmber 1,2008 700,000 0 20,300 720,300
(I) Outstanding Balance cakulall'd after application of Principal Payment.
~()lIr((:': Collier County Finance Dt'partIlll'nt
Eligibility. Only counties art' eligible to receive the Constitutional Cas Tax.
Use of Revenue. Constitutional Fud Tax funds are to be used for the acquisition, construction
,Hld maintenance of roads. TIlt' k>ml "maintenance" includes periodic maintenance and routine
maintenancl' and may include Ih" construction and lUstallation of traffic signals, sidewalks, bicycle paths
and landsCtlping.
fRemtlindl>r of page intentionally left blank]
: I-"N/07/00009Sh1.DOC\'61
'0
.'"
Collier Countv Revenue Data. The table below sets forth the amount of historical Constitutional
Cas Tax revenues recei\'ed by the County after payment of debt service on the Series 1979 Bonds, for the
fiscal years ended September 30,1995 through 2004.
COLLIER COUNTY, FLORIDA
CONSTITUTIONAL GAS TAX REVENUES
Fiscal YeaT
Ended
September 30
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
Source: Collier County Finzmce Department
(I) Unaudited.
Constitutional
Gas Tax
Revenues
Received.clJ
$2,155,345
2,196,866
2,265,474
2,406,46 ]
2,510,662
2,630,614
2,810,931
3,044,866
3,169,913
3,353,908
Percentage
Increase
(Decrease )
1.9%
3.1
6.2
4.3
4.8
6.9
8.3
4.1
5.8
[Remainder of page intentionally left blank)
14399/07/00009;(".1 Xl(' \'1> I
3.'3
Aggregate Gas Tax Revenues
The table below sets forth the historical total Gas Tax Revenues (the sum of the Seventh Cent Gas
Tax revenues, the Ninth Cent Gas Tax revenues, Ihe Six Cents Local Option Gas Tax revenues, the Five
Cents Local Option Gas Tax revenues and the Constitutional Gas Tax revenues), received by the County
for the fiscat years ended September 30, ]995 through 2004.
COLLIER COUNTY, FLORIDA
GAS TAX REVENUES
Total Gas Tax Revenues.f!)
Fiscal Y COr
Ended
September 30
Revenues
Received
Percentage
Increase
(Decrease)
1995
1996
]997
]998
]999
2000
2001
2002
2003
2004
$] 2.461 ,466
I 3,3OJ ,050
12,542,409
13,896,373
14,087.262
15, lO2.685
]5.88],579
t 7,291.676
17.731,426
] 9,687,839
6.7%
(5.7)
lO.8
1.4
7.2
5.2
8.9
2.5
]1.0
SlllJfU..': ColIier County Finance DepzlTtnwllt
Iii Unaudited
The amount of GllS Tax Revenues received by the County is dependent upon numerous factors,
including the JmOllnt of motor fuel and diesel fupj sold in the StJte and the County and the population of
tllv County rel.J.tive 10 the population of the State. Furthermore, incorporation of additional
tTlullicipzliities within the County and the rel.1tivE' populiltion sizc of the County and municipalities
wllhin Ihe County could affect the amount of Cas Tax Revenues distributable to the County. The amount
of Cas Tax Ren'nues received by the Coullty may be adversely impacted by changes 1n the supply or
dClllzmd for or Ihe price of motor fuel, spcci.11 fuel or diesel fuel. Most of the factors that affect the
,1l1lOtlnt of Cas Tax I\evenu('s distribut<lble to the County are beyond the control of the County.
[Remainder of page intentionally left blank I
:1 ',<;<1/117 !O0009563.IJOC \'61
')...(
Pro Forma Debt Service Coverage
111e following table sets forth pro-forma debt service coverage ratio for the Series 2003 Bonds and
the Series 2005 Bonds based on the Gas Tax Revenues received by the County for the fiscal year ended
September 30, 2004.
PRO-FORMA DEBT SERVICE COVERAGE
Maximum Annual
Debt Servicew
Gas Tax Revenues for the Fiscal
Year Ended September 30.2004
Pro-Forma Debt
Service Coverage
$14,343,716
$19,687,839
J.37x
Source: Collier County Finance Department
(I) This figure is comprised of the combined Maximum Annual Debt Service based on the actual
debt service on the Series 2003 Bonds and the estimated debt service on the Series 2005 Bonds as
provided by the Financial Advisor, assuming an estimated principal amount of $JOO,OOO,OOO. an
pstirnJted lnll.::' interest cost Tate of 4.13%, a final maturity of June 1, 2025, and the principal
"mounls sho\vn on the COvt'r page hereof.
FINANCIAL GUARANTY INSURANCE POLICY
General
The following information under this heading has been furnished by Ambac Assurance
Corporation (the "Insurer" or "i\mbac") for use in Ihis Official Statement. Reference is made to
"APPENDIX D - FOIUvl OF FlNANClAL GUARANTY INSURANCE POLICY" attached hereto for a
specimell of the Insurer's policy.
Payment Pursuant to Financial Guaranty Insurance Policy
Amb.1c has made .1 commitment to issue a financial guaranty insurance policy (the "Financial
GUilranty Insurance Policy") rplaling to the Series 2005 Bonds effective as of the date of issuance of the Series
2005 Bonds, Under the terms of the Financial Guaranty Insurance Policy, Ambac will pay to The Bank of
New York, in New York, New York or any successor thereto (thp "Insurance Trustee") that portion of the
prinClpilt of and interest on the Series 2005 Bonds which shilt! become Due for Payment but shat! be unpaid
by reason of Nonpayment (as such terms are defined in the Financial Guaranty Insurance Policy) by the
County. Ambac will make such payments to the Insurance Trustee on the later of the date on which such
principal and interest becomes OUI:'-' for Payment or within one business day following the date on which
Ambac shall have received notice of Nonpayment from the Paying Agent. The insurance will extend for the
term of the Series 2005 Bonds and, once issued, cannot be canceled by;\mbac.
'TIle Financial CU<1ranty Insurance Policy will insure payment only on stated maturity dates and on
m<lndatory sinking fund installnwnt dates, in the case of principilJ, and on stated dates for payment, in the
case of interest. If the St'ries 20D,r) J)onds become subject to Ill<lnd,ltory redemption and insuffil;pnt funds are
H1g9/07 /00009561. DOC \'61
y;
"v"iJ"ble for redemption of atl outstanding Series 2005 Bonds, Amb"c witl remain obligated to p"y princip"l
of and interest on outstanding Series 200S Bonds on the originatly scheduled interest and principal payment
dates including mandJtory sinking fund redemption dates. In the event of any acceleration of the principal of
the Series 2005 Bonds, the iJk'ured payments witl be made at such times and in such amounts as would h"ve
been made had there not been an accelerJtion.
In the event the Paying Agent has notice that any payment of principal of or interest on an Series
2005 Bond which has become Due for Payment and which is made to a Holder by or on behalf of the County
has been deemed a preferentiat transfer and theretofore recovered from its registered owner pursuant to the
United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent
jurisdiction, such registered owner witl be entitled to payment from Ambac to the extent of such recovery if
sufficient funds arC' not otherwise JvaiJable.
TIu> Financial Guaranty Insurance Policy does not insure any risk other than Nonpayment~ as
defined in tbe Financial Guaranty Insurance Policy. Spelifically, the Financial Guaranty Insurance Policy
does not cover:
1. payment on acceleration, as a TPSUlt of a call for redemption (other than mandatory sinking
fund redemption) or as a result of <lilY other advancement of maturity.
2. payment of any rccIt:mption, prepayment or acceleration premium.
3. nonpClymcnt of principal or interest caused by the insolvency or negligence of any Paying
Agent or Registrar.
Jf it becomes necessary to call upon the Financial Cuaranty Insurance Policy, payment of principal
requires surrender of Series 2005 Bonds to the Insurclnce Trustee together with an appropriate in.<;trument of
assignment so as to permit ownership of such Series 2005 Bonds to be registered in the name of Ambac to the
l'xtl'nt of the payment under the Financial Guaranty Insurance Policy. Payment of interest pursuant to the
FinilIlci.11 GUilranty InslIrClrlce Policy requires proof of Holder entitlement to interest payments and an
appropriate assignment of the Holder's right to payment to Ambac.
Upon payml'nt of the insurance bl'nefits, Ambac will become the owner of the Series 2005 Bond,
appurtenant Coupon, if any, or right to paymenf of prinlipal or interest on such Series 2005 Bond and will be
fully subrogated to the stJrn'ndeling Holder's rights 10 payment.
111(' insllrzmcc provided by the Financial Guaranty insurance Policy is not covered by the Florida
Insurance Cuaranty Assoliatioll.
Arnbac Assurance Corporation
Ambac Assur<tnce Corporation C'Ambac") is a Wisconsin-domiciled stock insurance corporation
regulateJ by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia, the Territory of Guam, the Com,monwealth of Puerto Rico
and Ihl' US VIrgin Isbnds. with admitted ass<'Is of approximatelv $8.329,000,000 (unaudited) and
statutory capital of approximatelv $5,224.000,000 (ullallditl'd) as of December 31, 2004. Statutory capital
consists of i\mbac's policy'holders' surplus ilnd statutory contingency reserve. Standard & Poor's Credit
14199/07 jOOIlO'!S61.1 )()C\'61
'16
Markets Services, a Division of The McCraw-Hili Companies, Moody's Investors Service and Fitch
Roling' have each assigned a tripJe-A financial strength rating to Ambac.
Ambac has obtained a ruling from the Internal Revenue Service to the effect that the insuring of
an obligation by Ambac will not affect the treatment for federal income tax purposes of interest on such
obligation and that insurance proceeds representing maturing interest paid by Ambac under policy
provisions substantially identical to those contained in the Financial Guaranty Insurance Policy shall be
treated for federal income tax purposes in the same manner as if such payments were made by the
County.
Ambac makes no representatiun regarding the Series 2005 Bonds or the advisability of investing
in the Series 2005 Bonds and makes no representation regarding, nor has it participated in the preparation
of, the Official Statement other than the information supplied by Ambac and presented under this
heading "FINANCIAL GUARANTY INSURANCE POLICY".
Available Information
The parent company of Ambac, Ambac Financial Group, Inc. (the "Company"), is subject to the
informolional requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act''), and
in accordance therewith files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC). These reports, proxy statements and other information can be read
ond copi,'d at the SEes public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call Ihe SEe: at 1-800-SEC-0330 for further information on the public reference rOOm. The SEC maintains
an internet sill' at !It{rJ:/h.m.uw.sec.vo'(J that contains reports, proxy and information statements and other
infonnation regarding companies that file electronically with the SEe. including the Company. These
reports, proxy statements and other information can also be read at the offices of the New York Stock
Exchange, lnc. (till' "NYSE"), 20 Broad Street, New York, New York 10005.
Copies of Ambac's financial statements prepared in accordance with statutory accounting
stand.Jrds are aViliJJble from Ambac. The address of Ambac's administrative offices and its telephone
number are One State Street Plaza, 19th Floor, New York, New York 10004 and (212) 668-0340.
Incorporation of Certain Documents by Reference
'nll' following documents filed by the Company with the SEC (File No. 1-10777) are incorporated by
referf'ncp in this Offi(i<11 Statement:
1. 'n,e Company's Annual Report on Form IO-K for the fiscal year ended December 31, 2004 and filed
on March IS. 2005;
2. The Company's Current Report on Form 8-K dated AprilS, 2005 and filed on Aprilll, 2005;
3. The Company's Current Report onFonn 8-K dated and filed on April 20, 2005; and
4. The Companv's Current Report on Form 8-K dated May 3, 2005 and filed. on May 5, 2005.
11199/07/00()()l)SH I)OC\'61
17
All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after
the date of this Official Statement wiII be available for inspection in the same malUler as described above in
"A vail able Infonnation".
THE INFORMATION RELATING TO AMBAC CONTAINED ABOVE HAS BEEN FURNISHED
BY AMBAC. NO REPRESENTATION IS MADE BY THE COUNTY AS TO THE ACCURACY OR
ADEQUACY OF SUCH INFORMATION OR THAT THERE HAS NOT BEEN ANY MATERIAL
ADVERSE CHANGE IN SUCH INFORMATION SUBSEQUENT TO THE DATE OF SUCH
INFORMATION. THE COUNTY HAS NOT MADE ANY INVESTIGATION INTO THE FINANCIAL
CONDITION OF AMBAC, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF AMBAC
TO MEET lTS OBLlGA TlONS UNDER THE FINANCIAL GUARANTY INSURANCE POLICY.
2005 RESERVE ACCOUNT INSURANCE POLICY
The Resolution requires the establishment of the 2005 Subaccount in an amount equal to
$. . The Resolution authorizes the County to obtain a reserve account insurance policy in place
of fully funding the 2005 Subaccount. Accordingly, application has been made to Ambac for the issuance
of a reserve account insurance policy (the "2005 Reserve Account Insurance Policy") for the purpose of
funding the 2005 Subaccount. The Series 2005 Bonds will only be delivered upon the issuance of such
2005 Reserve Account Insurance Policy. The premium on the 2005 Reserve Account Insurance Policy is to
be futly paid at or prior to the issuance and delivery of the Series 2005 Bonds. The 2005 Reserve Account
Insurance Policy provides that upon the tater of (i) one (1) day after receipt by Ambac of a demand for
pavment executed by the Paying Agent certifying that provision for the payment of principal of or
Interest on the Series 2005 Bonds when due has not been made or (ii) the interest payment date specified
in the Demand for Payment submitted to Ambac, Ambac will promptly deposit funds with the Paying
Agent sufficient to enable the Paying Agent to make such payments due on the Series 2005 Bonds, but in
IlO event exceeding the SUTety Bond Coverage, as such term is defined in the 2005 Reserve Account
Insurance Policy.
Pursuant to the terms of the 2005 Reserve Account Insurance Policy, the Surety Bond Coverage is
,lUtomatically reduced to the extent of each payment made by Ambac under the terms of the 2005 Reserve
Account Insurance Policy and the County is required to reimburse Amhac for any draws under the 2005
EpseTve Account Insurance Policy with interest at a market rate. Upon such reimbursement, the 2005
Reserve Account Insurance Policy is reinstated to the extent of each principill reimbursement up to but
not exceeding the 2005 Reserve Account Insurance Policy Coverage. 111e reimbursement obligation of the
County is subordinate to the County's obligations with respect to the Series 2005 Bonds.
In the event the amount on deposit or credited to the 2005 Subaccount, exceeds the amount of
the 2005 Reserve Account Insurance Policy. any draw on the 2005 Reserve Account Insurance Policy shall
be made only after all the funds in the 200S Subaccount have been expended. In the event that the amount
on deposit in, or credited to, the 2005 Subaccount, in addition to the amount available under the 2005
Reserve Account Insurance Policy, includes amounts available under a letter of credit, insurance policy,
surety bond or other such funding instnlment (the" Additional Funding Instnllnent"), draws on the 2005
Reserve Account Insurance Policy and the Additional Funding Instnlment shall be made on a pro rata
bJsis to fund the insufficiency.
i .tYI9/07/0000lJ563. [JOe \'61
3H
The 2005 Reserve Account Insurance Policy does not insure against nonpayment caused by the
insolvency or negligence 01 the Paying'Agent.
The insurance provided by the 2005 Reserve Account Insurance Policy is not covered by the
Florida Insurance Guarantv Association.
See "FINANCIAL GUARANTY INSURANCE POLICY' herein for more inlormation regarding
Ambac and its parent company.
THE INFORMA nON RELA nNG TO AMBAC CONTAINED ABOVE HAS BEEN FURNISHED
BY AMBAC NO REPRESENTATION IS MADE BY THE COUNTY OR THE UNDERWRlTERS AS TO
THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OJ, THAT THERE HAS NOT BEEN
ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION SUBSEQUENT TO THE DATE OF
SUCH INFORMATION. NEITHER THE COUNTY NOR THE UNDERWRlTERS HAS MADE ANY
INVESTIGA nON INTO THE FINANCIAL CONDITION OF AMBAC, AND NO REPRESENTATION IS
MADE AS TO THE ABILITY OF AMBAC TO MEET ITS OBLlGA nONS UNDER THE 2005 RESERVE
ACCOUNT INSURANCE POLICY.
[Remainder 01 page intentionally left blank]
14399/07/o0009S63.110C:v6)
19
ESTlMA TED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimtlted sources ilnd uses of funds to be derived from the
sale of the Series 2005 Bonds:
SOURCES:
Principal Amount 01 Series 2005 Bonds
Original Issue Premium/Original Issue Discount
$
TOTAL SOURCES
$
USES:
Deposit to Series 2005 Account 01 the Construction Fund
Costs of IssuanceO)
$
TOTAL USES
$
iI) Includes linancial guaranty insurance policy premium, 2005 Reserve Account Insurance Policy
premium, <:Ind Underwriters' discount, legJJ iJnd other professionJI fees ilnd miscellaneous costs
of issuance.
[Remainder of page intentionally left blank]
!1:>99/07/00009563 DOC\'61
411
DEBT SERVICE SCHEDULE
Series 2005 Bonds Combined
Year Ended Aru1Ual Senes 2003 Bonds Annual
'line 1 Principal Interest Debt Service Annual Debt Service Debt Service
2006 $ $ $ $9,496,040.00 $
2007 9,494,240.00
200S 9,494,440.00
2009 9,493,690.00
2010 9,493,305.00
20/1 8,548,9]5.00
20]2 8,550,202.50
2013 8,546,302.50
2014 8,548,507.50
20]5 8,548,397.50
20]6 4,3] ],967.50
2017 4,3]2,567.50
20]S OlO.262.50
2019 0] ],2] 7.50
2020 4,3] ],2] 7.50
2021 4,3] ],987.50
2022 4,3]H25.00
2023 4.3lO,625.00
2024
2025
TOTALS $ $ $ $]24,705,3lO.00 $
IRemainder of page lI1telltionally leit blank]
{4399/07 !OOIlIl9561. [)()C \'61
II
INVESTMENT POLICY
The moneys helJ in the funps Jnd accounts under the Rcsolution may only be invested in
^uthorized Investments_ The investment of surplus funds is currentl:' governed by the provisions of the
County's OrdinJnce No. R7-65 and Resolution No. 95-552 which authorize investments for surplus public
funds in the permitted investments described in Section 218.415, Florida Statutes.
Pursuant to Resolution No. 95-552, the Clerk of the Circuit Court (the "Clerk") has established a
written investment policy for slIch 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:
I. 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 Federat Agency Securities Not Backed by Full Faith
Jnd Credit of US Government, except for Student Loan Marketing Association;
5. Certificates of Deposit - CoIlateralized with US Government Securities or Federal
Agencies;
o. Repurchase AgreemE'nts;
7. Fixed Income Mutual Funds - CoIlateralized with US Government Securities or Federal
Agencies;
8. Domestic Bankers Acceptances ~ Rated "AA" or higher, and inventory based;
9. Prime Commercial Paper - Rated "A-I" and "P-l;"
10, Tax-Exempt Obligations - Rated "AA" or higher and issued by state or local governments;
I I. Now ^ccount - Fully collateralized in accordance with Chapter 280. Florida Stahltes
(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 ^gencies or US Federal Instrumentalities.
b. Pass the Federal Financial Investment Examination Councit (FFIEC) test at time
of purchase, ilnd
c. }-la\'e an average life uf seven (7) years or less and have ,111 absolute final
maturity of no more than fifteen (5) years at zero PSA. The term "zero PSA"
means thilt all interest and principal payments are guaranteed to be made by the
stated final maturity Zlssuming no prepayments.
Specifically prohibited investments inrlude the following:
1. Interest only strips of mortgilged backed securIties;
2. Leveraged bonds;
3. Structured notes or financings other thZln mortgage securities that met'! the provisions of
the investment policy (permit calbble and step up COupons);
.:t. Variable rilte securihps thZlt set a rate based on all inverse rC'btionship to an index; Zlnd
.r;. V ilriable rate debt that sets a Tate based on mOTe than a single index.
[ 1~')"!lJ7/0[)[)[)9563DOC\'61
42
The objective of the investment policy is to match investment cash flow and maturity with kno-wn
cash n('eus and anticipated cash flow.requirements (i.e., match assets to liabilities) to the extent possibh>.
Investment of lunds shall have linal matunties 01 not more than live (5) years, except lor:
I. SBA - no statl'd linal mahHity;
2. Certilicates 01 Deposit - ] Year;
3. Repurchase Agreements - 90 Days;
4. Bankers Acceptances - 180 Days;
5. Prime Commercial Paper - 180 Days;
6. Fixed Income Mutuat 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 linal maturity 01
no more than ]5 years at zero PSA; and
H. 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.
rvfortgage securities shall not be used to match liabilities that are reasonably definable as to
amount and disbursement dale. Mortgage securities can only be used to invest funds assotiated with
resenT'S or li<lbiJities that are not associatC'J with a specifically identified cash flow schedule. Mortgage
securities can be used to prudently enhancc Ihc 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 2005 Bonds are subject to an
approving legal opinion 01 Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose
approvmg opinion (a form of which is attached hereto as "APPENDIX E - FORM OF BOND COUNSEL
OPINtON") will be availabte at the time of detivcry 01 Ole Series 2005 Bonds. Certain legal matters will be
passed on lor the COllnty by David C. Weigel. Esq., COllnty Attorney, and Bryant Miller & Olive P.A.,
Tilmpa, Floricl.l, Disclosure Counsel.
Bond Counsel has not been engaged to, nor has it underta:ken to, review (1) the accuracy,
completenpss or sufficiency of this OfficiilJ Stiltcment or any other offering material relating to the Series
2005 Bonds; provided, however, that Bond Counsel will render an opinion to the Undenvriters of the
Senes 2005 Bonds (upon which opinion only th,' Underwriters may rely) relating to the lairness 01 the
presentation of certain statements contained herein under the heading "TAX EXEMPTION" and certain
statements which summarize provisions of Ihe f{('solution, the Series 2005 Bonds, and federal tax law,
and (2) the compJiJnce with any federal or state law with regard to the sale or distribution of the Series
2005 Bonds.
14399(07(00009063 J)( JC \61
13
L1TIGA TION
There is no pending or, to the knowledge of the County, any threatened litigation against the
County of any nahu€' whatsoever which in any \,...ay questions or affects the validity of the Series 2005
Bonds, or any proceedings Of transactions relating to their issuance, sale, execution, or delivery, or the
adoption of the Resolution, or the pledge of the Pledged Revenues. Neither the creation, organization or
existencC', 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. 03-1 17-CA-HTH. The suit, which also names the
ITldlvldual 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
Havlock, Francis D. Hussey, Mary Pat Hussey, and Anne Kornfeld, as class representatives for
apf'roximately 400 to 500 persons owning property in that area of the County known as North Belle
Meilde. The plaintiffs seek monetary relief from the Board for the purported inverse condemnation of
property in North Belte Meade thilt allegedly results from the BOilrd's enactment of on ordinance and
comprehensive plan amendments. The plaintiffs contend that the ordinance and comprehensive plan
amendments imposed il moratorium on the North Belle Meade properties, the effect of which was a
temporary deprivation of all or subst<mtially all benefilial use of such properties, including but not
I IInIled to certilin mining rights, The plalTltiffs did not identify in the Complaint the amount of damages
heing sought. On F(bruary 24, 2004, both the County and the Administration Commission fiJed motions
10 dismiss. The lawsuit was subsequently dismissed for lack of prosecution and then was refiled by the
plaintiffs on September 8,2004. On November 19, 2004, the County served a motion to dismiss the refiled
complaint and disposition of that motion is pending, Based upon the allegations as currently pled, the
Bo,lrt! has a reasonable likelihood of prevailing. At this time, however, the County is unable to predict
wlH't1wr and how the complaint may be amended ;md, therefore, is unable to predict whether the
plaintiffs \vill be successful in this action and, if successful, the extent of the Board's ultimate liability.
IloIVl'ver. in light of the foct thilt the Holders of the Bonds (including the Series 2005 Bonds) have a first
lic'n upon the Gas Tax Revenues, \vhether or not the plaintiffs are successful, any potential liability is not
(''<peeted to affect the Coullty'S Jbility to pay the principal and inlerest on the Series 2005 Bonds, For
Tlll're information about the Gas Tax Revenues, see "SECUR1TY FOR THE BONDS" and "GAS TAX
"EVENUES" herein.
The County Mimager received approximately 558 purport(ld claims under the Bert J. Harris, Jr.
I'rivilte Property Protection Act, Chapter 70, Floridil Statutes, on or about July 21,2004. These purported
rl,lims. which in the ilggregilte illlege ilpproximatply $220 million in damages. potentiillly relate to the
ISSlIl'S in the Century Del'clopmcllt I<n'7suit as we-II as potential additional issues concerning land use
rcgllIations imposed in approxim<ltC'ly the same geographic area pursuant to state law. At this very
preliminary stage, the County is reviewing these individual purported claims but is unable to predict
,>vhether the claims will lead to suits and whether, in such an event, any of the claims might be successful
Dr the potential extent of the County's ultimate liability. However, in light of the fact thilt the Holders of
till' Bonds (including the Series 2005 Bonds) have il firsllien upon the Cas Tax -Revenues, whether or not
cbmlants are successful in any suits which Ill<lY be filed, any potential liability is not experted to affect
thl' ('oLlnty's ilbiIity to ray the rrincipzlf and int('r('~t on the SerIes 2005 Bonds. For more information
,1bl'lIt the GilS Tilx RevPnlIes. see "SECU!,ITY FOR THE BONDS" and "CAS TAX REVENUES" herein.
! I ~qq!07/00009S63.DOCv61
1-1
In addition, on December 22, 2004, Van-Dev. lnc. and Vanderbilt Beach Associates, Ltd. delivered
a purported claim under the Bert j. 'Harris, Jr. Private Property Protechon Act, Chapter 70, Florida
Statules, to the office of the County Attorney. The purported claim, which alleges to be approximately
$lR million 10 damages, relates to the enactment of certain land use restrictions which have allegedly
adversety impacted certain vested rights of the claimants, Van-Dev, Inc. and Vanderbilt Beach Associates,
Ltd. At this very preliminarv stage, the County is reviewing this purported claim but is unable to predict
whether the claim will lead to a suit and whether, in such an event, the claim might be successful or the
potential extenl of the County's ultimate liabitity. However, in light of the fact that the Holders of the
Bonds (including the Series 2005 Bonds) have a first lien upon the Gas Tax Revenues, whether or not the
claimants are successful in any suit 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 2005 Bonds. For more information about
the Gas Tax Revenues, see "SECURITY FOR THE BONDS" and "GAS TAX REVENUES" herein.
The County experiences other claims, litigation, and various legal proceedings which
individucJlly 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, the County will either successfully defend such actions or
otherwise resolve such mi'1tters without any materi;)1 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 SL,lI securities of the County except by an offering circular containing full and fair disclosure of aB
defaults liS to principal or interest on its obligations since December 31, 1975, as provided by rule of the
Flonda Department of Banking and Finance (the "Department"). Pursuant to Rule 3E-4oo.003, Florida
Administrative Code, the Depilftmt'nt has required the disclosure of the amounts and types of defaults,
any Icg;:tl 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
<lnd has not been in debult on ,my bond issuf'd since December 31, 1975 which would be considered
milteri.1l by il reasonilble investor.
TAX EXEMPTION
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX E _ FORM OF
BOND COUNSEL OPINION" attached hereto, Ihe interest on the Series 2005 Bonds is excludable from
gross income for federal income tax purposes and is not a specific item of tax preference for federal
income tax purposes under existing statutes, regulations, rulings and court decisions. However, interest
on the Series 2005 Bonds is taken into <1ccount in determining adjusted current earnings for purposes of
computing the federi'll alternativE' minimum tax imposed on corporations pursuant to the Jntemal
Revenue Code of 19R6, as ampndcd (the "Code"). Failure by the County to comply subsequently to the
issuance of the Series 2005 Bonds with (('rtain requirements of the Code, regarding the USE', expenditure
and investment of Series 200:'1 Bonds procceds and the timely paynwnt of certain investment earnings to
14399/07 /0000956.1.DOC 'v61
-15
the Treasury of the United States, may cause interest on the Series 2005 Bonds to become includable in
gross income for federal income tax purposes retroactive to the date of issuance. The County has
covenanted in the Resolution to compJy with aU provisions of the Code necessary to, among other things,
maintilin the exclusion from gross incomp of interest on the Series 2005 Bonds for purposes of federLl}
income tax.Jtion. 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 2005 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2005 Bonds and the
pavment of certain arbitrage earnings in excess of the "yield" on the Series 2005 Bonds to the Treasury of
the Umted Slates. Noncompliance with such provisions may result in interest on the Series 2005 Bonds
bping included in gross income fOT 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 o\vneTship of, receipt or accrual of interest on, or disposition of, the
Series 2005 Bonds. Prospectiw purchasers of Series 2005 Bonds should be aware that the ownership of
Senes 2005 Bonds may result in other collateral federal tax consequences. For example, ownership of the
Sen,'s 2005 Bonds may result m collaleral tax consequences to various types of corporations relating to (1)
denial of interest deduction to purchase or carry such Series 2005 Bonds, (2) the branch profits tax, and (3)
the inclusion of interest on the Series 2005 Bonds in passive income for certain Subchapter S corporations.
In tlddition, the interest on the Series 2005 Bonds milY be included in gross income by recipients of certain
Soci,]1 Security and Railroad Retirement benefits.
PURCHASE, OWNERSHIP. SALE OR DISPOSITION OF THE SERIES 2005 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 REFERRED TO ABOVE. PROSPECTIVE
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR INFORMATION IN THAT
RECARD,
Florida Taxes
In the opinion of Bond Counset the Series 2005 Bonds and the income thereon are exempt from
all present intangible personal properly taxes imposed pursuant to Chapter 199, Florida Statutes.
Other Tax Malters
Interest on the Series 2005 Bonds may be subject to state or local income taxation under
"pplicable state or local laws in other jurisdictions. Purchasers of the Series 2005 Bonds should consult
their own tax advisors ilS to the income tax status of interest on the Series 2005 Rands in their particular
~t<1te or local jurisdiction.
During recent years, legislative propOStlls have been introduced in Congress, and in some cases
t'nacted, that <lItered cert<lin federal ttlX consequences resulting from the ownership of oblig<1tions that <Ire
I ~nqq/07 /00009563 DOC \'61
46
similar to the Series 2005 Bonds. ]n some cases, these proposals have contained provisions that altered
these conseeJuences on a retroactivE' basis. Such alterations of federal tax consequences may have affected
the market value of obligations similar to the Series 2005 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 2005 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 2005 Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2005 Bonds maturing _ through ~ inclusive and on _ (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
2005 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 wiJI be increased by the amount of such accrued original issue discount.
The accrual of original issue discount milY be taken into account as an increase in the amount of tax-
exempt incoml: 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 arc
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 2005 Bonds maturing on _ through
~ inclusiVt' and on _ (collectively, the "Premium Bonds") anclthe initial offering price to the public
(excluding bond houses, brokers or similar persons or organizations acting in the capacity of
underwritt?rs or \vholesalers) Jt 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 actuarizllly on a constant interest rate basis over the term of each Premium
Bond. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an
imtial 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 i1 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
Fitch "atings ("Fitch"), Standard & Poor's "atings Croup ("S&P") and Moody's Investor Service
("ivtoody's") havp <lssigned their municip<ll bond ratings of "AAA," "AAA" and "Aaa," respectively, to the
14399/07/0000<J56:1 [)( lev61
47
Series 2005 Bonds with the understanding that upon delivery of the Series 2005 Bonds, the Financial
Guaranty Insurance Polin- w,1t be issued by Ambac. In addition, Fitch, S&P and Moody's have assigned
underlying ratings of "/\+," "A" and "A2," respectively, without giving any regard to Financial Guaranty
Insurance Policy. The ratings reflect only the views of said rating agencies and an explanation uf the
ratings may be obtained onJy from said rating agencies. There is no assurance that such ratings will
continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating
agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or
withdrawat of any of such ratings, may have on adverse effect on the market price of the Series 2005
Bonds. An explonation of the significance of the ratings Con be received from the rating agencies, at the
following addresses: Fitch Ratings, One State Street Plaza, New York, New York 10004, Standard &
Poor's Ratings Services, 55 Water Street. New York, New York 1004] and Moody's Investors Service, 99
Church Street, New York, New York 10007-2796.
FINANCIAL ADVISOR
The County has retained Public Financial Management, Inc, Fort Myers, Florida, as Financial
Advisor in connection with the County's financing plans and with respect to the authorization and
is,uance of the Series 2005 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 2005 Bonds. The Financial Advisor may receive a fee
for bidding investments for certain proceeds of the Series 2005 Bonds.
AUDITED FINANCIAL STATEMENTS
The General Purpose Financial Statements of the County for the fiscal year ending September 30,
2004, and report thereon of KP1vlG LLP (the "Independent Certified Public Accountants") are attached
hereto as "APPENDIX B - AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED
SEPTEMBEI, 30, 200'1." Such statements speak only as of September 30,2004. Such statements, including
the report of KPMG LLP, have been included in this Official Statement as public documents and the
consent of KPMC LLP to include such documents herein was not requested.
'n,e Series 2005 Bonds are payable solely from the Pledged Funds as described in the Resolution
and herein and the Series 2005 Bonds are not otherwise secured by, or payable from, the general revenues
of the County. See "SECURITY FOR THE BONDS" herein. The General Purpose Financial Statements are
presented for general information purposes only.
UNDERWRITING
The Senes 2005 Bonds are being purchased by and
(collectively, the "Underwriters") at an aggregate purchase price of $ (which equals the
f'rinripilI amount of the Series 2005 Bonds, plus il premium of $ , less original issue discount of
S and less Underwriters' discount of $ ). The Underwriters' obtigations are subject
to rertilin conditions precedent contained in the Official Notice of Sale which was prepared by the County
<lt1d llwy will be obligated to purchase <:III of the Series 2005 Bonds if any Series 2005 Bonds are purchased.
! l~q'l/07/o(J009'i63DOC\'61
48
The Series 2005 Bonds may be offered and sold to certain dealers (including dealers depositing such
Series 2005 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 Underwriters.
CONTINGENT FEES
The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with
respect to the authorization, sale, execution and delivery of the Series 2005 Bonds. Payment of the fees of
such professionals and an underwriting discount to the Underwriters are each contingent upon the
issuance of the Series 2005 Bonds,
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2005 Bonds upon an event of default under the
Resolution, the Financial Guaranty Insurance Policy, and the 2005 Reserve Account Insurance Policy are
in many respects dependent upon judicial actions which are often subject to discretion and delay. Under
existing constitutional and statutory law and judicial decisions, including specifically the federal
bankruptcv code. the remedies specified by the Resolution, the Series 2005 Bonds, the Financial Guaranty
Insurance Policy, and the 2005 Reserve Account Insurance Policy may not be readily available or may be
limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2005
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,
rcorgi"lT1ization, insolvency or other similar laws affecting the rights of creditors enacted before of after
such detivery. See "APPENDIX C - FORM OF THE RESOLUTION" attached hereto for a description of
('\'enls of default and remedies.
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2005 Bondholders to provide certain
!inancial information and operating data relating to the County and the Series 2005 Bonds in each year,
and to provide notices of the occurrence of (ertain enumerated material events. 'The County has agreed
to file annual financial information and operating data and its audited financial statements with each
nationally recognized municipal securities information repository then approved by the Securities and
Exchange Commission (the "NR!vISlRs"), as well as any state information depository that is established in
the State (the "SID"). Currently, there ore no such SIDs, The Countv has agreed to file notices of certain
enumerated material events, when and if they occur, with the NRMSIRs or the Municipal Securities
RuJemoking Board, and with the SIDs, if any. In lieu of filing onnuol finoncial information ond operating
dato, audited financial statements and notices of certain material events with the NRMSlRs and the SID, if
any, the County is permitted to file such information with a central post office designated by the
Securities and Exchange Commission as a location that satisfies the Rule (as defined below) (such location
o "CPO') Filings to the Municipal Securities Rulemaking Board (the "MSRB':) are not permitted to be
made to a CPO in lieu of filing with the MSRB.
The specific nature of the financial information, operLlting dzda, Jnd of the type of events which
trigger a disclosure obligation, LInd other detaIls of the undert.1king are described in "APPENDJX F _
!439Q;07 100009561. DOC\61
49
FORM OF CONTINUING DISCLOSURE CERTIFICATE" attached hereto. The Continuing Disclosure
Certificate shall be executed by the County prior to the issuance of the Series 2005 Bonds. These
covenants have been made in order to assist the Underwriters in complying with the continuing
disclosure requirements of Rule 15c2~12 promulgated by the Securities ilnd Exchange Commission (the
"Rule").
With respect to the Series 2005 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. The County has
never failed to comply with any prior agreements to provide continuing disclosure information pursuant
to the Rule.
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning
the County and certain reports and statisticat data referred to herem 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 2005 Bonds, the security for the payment of the Series 2005 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, 330] East Tamiami Trail, Buitding F, Naples, Florida 34112, telephone:
(239) 774~8383 or the County's Financial Advisor, Public Management. Inc, Fort Myers, Florida, telephone
(239) 939~3009.
Any statements made in this Official Statement involving matters of opInion or of estimates,
\.vhether or nof 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 Stafement nor any
statement that may have been made verbally or in writing is to he construed i1S a contract with the
owners of the Series 2005 Bonds.
The appendices attached hereto are integral parts of this Official Statl'ment and must be read in
their entirety together with all foregoing statements.
IRemainder of page intentionally left blankl
11J 99 /07 /00009563. DOC: viol
,r)()
AUTHORIZA nON OF OFFIClA L 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 2005 Bonds, the County will furnish a certificate to the
effect that nothing has come to their allention which woutd lead it to believe that the Official Statement
(other than information herein related to Ambac, the Financial Guaranty Insurance Policy, the 200S
Reserve Account -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 2005 Bonds. contains an untrue statement of a material fact or
omits to stale 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
COLLJER COUNTY, FLORIDA
By:
Chair, Board of County Commissioners
Collier County, Florida
1-1399/07/00009563. DOCv61
'il
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 2005 Bonds are secured by the Pledged Funds as described in the Official Statement.
General Information
The County was established in ] 923 by the legislature of the State of Florida (the "State") from
portions of Lee and Monroe Counties. Its territariallimits, 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 2004 population of 292,466. Principal industries within the County include wholesale and retail
trade, tourism, agriculhIre. forestry, fishing, cattle ranching and construction. The 2000 U.s. Census
showed an increase in the poputation of the County of 65% between the years] 990 and 2000.
Board of County Commissioners
The Board of County CommIssioners (the "Board") is the principal legislative and governing
body of the County. The BOilrd 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 ;:md their expiration of terms of office are:
Commissioner
Office
T elm Expires
Fred W. Coyle
Frank Halas
Jim Coletta
Donna Fiillil
Tom Henning
Chair
Vice Chilir
Commissioner
Commissioner
Commissioner
November, 2006
November, 2006
November, 2008
November, 2008
November, 2008
County Manager
The chief administriltive officiill 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 Jnd Environmental Services, Public Services, Public Utilities,
Administrative Services and Transportation Services. The County Manager is also responsible to the
l30ard for the prepariltion of budgets and for the control of expenditures of departments under his
supervIsion throughout the budget yeilr.
Budget Process
The Budget Director, as the Countv's Budget Officer, begins the budget process each February for
the ensuing fiscal Yf'ar (October I to Spptpmber 30) with the distribution of budget request forms and
14399/1l7/1l1l1l09563.DOCv61
1\~t
instructions to departments and division heads. County division heads and elected officers submit theIr
proposed expenditures beginning in April for compilation by the Budget Officer no later than July I 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 I. 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, 2005 was adopted by the Board on September 23, 2004. Final millage rates are
adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or
after November I. 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, os amended, and such chapter provides that expenditures in excess of total fund budgets ore
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 0 firm of independent certified public
accountants retained and paid for by the County. The County retained the firm of KPMG LLP to
undertake the audit of its financial statements for the fiscal year ended September 30, 2004, which are
included as APPENDIX B - "Audited Financial Statements of Collier County for Fiscal Year Ended
September 30, 2001" attached to this Offioal 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:
County
PopulJtion
1960
1970
1980
1990
2000
2010'
2020'
]5,753
38,040
85.971
152,099
251,377
357,200
457,700
POPULATION TRENDS
Population
Percentage
Increase
141.YYo
126,0
76,9
65.2
42.1
28.1
State
Population
4.951,560
6,791,418
9,746,961
12,938,071
15,982,378
18,978,400
21.807.100
Population
Percentage
Increase
37.1%
435
32.7
23.5
18.7
14.9
United
States
Population
179,323,175
203,302,031
226,504,825
250,410,000
274,634,000
308,936,000
335,805,000
Population
Percentage
Increase
13.4%
11.4
10.6
9.7
125
8.7
'tEstimates on County and State population use medium estimates of population growth.
Source: Collier County, Florida; Bureilu of Census; and the University of Florida, College of Business
Administr<ltion, Bureau of Economic and Business Research, DiVIsion of Population Studies.
14399/07/(J(J(11I9.'i6.J. DOC \'61
1\-2
Most of the growth of Collier County is due to migration. As of April 1, 2002, the estimated
median age of the County's population was 45.2 years according to the 2004 Florida Statistical Abstract,
University of Florida. The majority of the population is over the age of 18, with the age category 15-44
comprising 33.3% of the overall population.
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30,2004
Industry
Total
Firms. Emplovee Count(1)
61 4,019
657 12,061
2,134 14.236
1,305 6,450
178 4,558
1,008 4.379
5,343 45,703
547 7,928
125 4,069
193 2,550
170 1,007
479 2,795
260 1,807
31 2,211
-11l 2.160
1,916 24,527
19 679
45 832
22 11,017
86 12,528
105 4,259
1,521 14,799
273 2,543
319 3,282
435 2,528
~ --2J
2.661 27.464
10 006 JlDl22
Hotds and Other Lodging
Health Care and Social Services
Profession<11 and Business Services
Finance, Insurance and Real Estate
Arts, Entertainment and Recreation Services
Services ~ Other
Services
Eating and Drinking Places
Food Stores
^uto D('JleTs and Service Stations
1 {orne Funliture and Furnishings
Retoit Trade - Other
Apparel and Accessory Stores
General Merchandise Stores
Building Hardware and Garden
Retail Trade
Federal Covernment
State Government
Local Government
Covernrnent
Agriculture, Forestry and Fisheries
Construction
rV1anufJcturing
Trzlnsportahon, Communication and
Public Utitities
Wholesale Trade
Mining
Other
(I) A \'Crage number of people employed in 2004,
~ounT: Collier County Finance Department; Florida Department of Labor & Employment Security;
Bureau of Labor Ivlarket Information 1'5-202 I\eport.
i. I 19'i !O7/00009563. DOC \'61
1\-3
COLLIER COUNTY EMPLOYMENT
(1994-2003)
State of
County Florida
Labor Unemployment Unemployment
Year Force. Employment Unemployment Rate Rate
]994 80,566 73,979 6,577 8.2 6.8%
]995 8],500 75,839 5,66] 6.9 5.4
]996 83,140 78,3]6 4,824 5.8 5.]
]997 87,526 83,115 4,411 5.0 4.8
]998 92,044 88,224 3,820 4.2 4.3
]999 94,862 9],342 3,250 3.7 3.9
2000 ] 00,339 96,826 3,513 3.5 3.6
200] ]]2,6]6 108,201 4,4]5 3.9 4.8
2002 ]]7,278 ]]2,118 5,160 4.4 5.5
2003 ]2U15 ]]5,627 5.484 4.5 5.]
Source: US Department of Labor, Bureau of Labor Statistics; Division of Employment Security,
Department of Commerce, State of Florida; and Florida Department of Labor and Employment
Security, Bureau of Labor Market Information; 2004 Florida Statistical Abstract, University of
Horida.
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
0994-2003)
Single Multi~ Residential
Year. Family Units Family Units Valuation(])
]994 1,964 2,358 $449,254
]995 ],957 2,300 50],797
]996 2,3]8 2,585 447,563
]997 2,718 3,324 567,883
]998 2,804 4,040 826,]99
]999 3,765 3,777 93],599
2000 4,065 3,905 ],]88,310
200] 3,878 4,280 ],093,852
2002 4,]73 3,109 U 13,547
2003 3,376 2.444 977,445
(1) Valuation in thousands of dollars.
Source: 2004 Florida Statistic"j 1\bstract, University of Florida; Ye"rs 1993 through 2002; University of
Florida Bureau of Economic und Business Research, Building- Pprmit Activity in Florida.
14399/07 /00009S63. DOC v61
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Agriculture
Agriculture is a dominant factm in the economy of the County. Rainfall averages about 52 inches
ZlnnuaIly vvith most of the precipitatlon occurring during the late spring Jnd 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 seven percent of the workforce. Farming activities are
located approximately 40 miles inland primarily centered around the community of Immokalee. Major
crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are also a significant farming
commodity.
Tourism
Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf of
Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States' only
subtropical National Park, located near Naples, comprises a substantial portion of the County. Collier-
Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in the Gulf of Mexico,
as well as fresh water fishing, makes the many lakes and waterways popular vacation spots. The County
is regarded as one of the largest shelling areas in the United States.
Transportation
The County is served by U.s. Highway 4] (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 ]50 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
111e County school system serves approximately 42,000 students in 44 schools. 111e public
schools provide <1 varied adult education program (md a special program for pre-school children. There
,1TP 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
Nilples, 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, Flonda Gulf Coast College, the tenth college in the State University System, is
operating in Lee County, immediately north of the County.
Il'1CJ9j07/0000CJ563. DOC \'61
A-S
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 ] 956, financed exclusively by contributions from
members of the community. Since ]956, Naples Community Hospital has grown to encompass
approximately 422,000 square feet and include two six-story towers that house Naples Community
Hospital's 408 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 1995-2004)
(Unaudited)
Per Bank
Fiscal Percent Capita Deposi ts
Year PopulatiolLW Increase Income (OOO'stw
]995 ]86,64] 3.4'1'0 N/A $2,870,991
1996 ] 97,400 5.8 $30,20] 3,]]2,346
1997 202,903 2.7 30,906 3,463,731
]998 210,095 3.5 32,878 3,767,5]6
1999 2] 9,685 4.6 34,830 4,102,784
2000 229,82] 4.6 36,210 4,658,978
200] 25],377 9.3 38,9]6 5,153,782
2002 264,475 5.2 40,]21 5,844,]44
2003 284,9] 8 7.7 4],269 6,788,764
2004 292,466 2.6 42,050 8,132,8]2
(1) FlorIda Bankers Association.
N/A ~ Data not currently available
Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ending September 30,
2004.
14399/07/0000956, I JOC\61
;\~6
Assessed Valuation
The following table shows the assessed value and taxable value for operating millage in each of
the past ten Fiscal Years.
Fiscal
YeilT
1995
/996
1997
199R
1999
2000
2001
2002
2003
2004
TOTAL ASSESSED AND TAXABLE VALUE
IN COLLIER COUNTY
(Fiscal Years 1995-2004)
(Unaudited)
Ratio of
County Taxable County Taxable Taxable Value
Value Real Value Personal Total Total To Total
Property Only Property Only Taxable Value.ill Assessed Value.ill Assessed Value
$]6,038,210,]6] $ 892,359,888 $]6,930,66],056 $20,463,37],228 82.74%
17,146,475,680 936,566,] 44 ]8,083,13],56] 2],75],280,540 83.]4
]8,547,873,]69 98],]]9,4]5 ]9,529,075,510 23,436,330,545 83.33
20,304,97] ,5] 4 ],037,538,724 2],342,594,299 25,777,]5],470 82.79
23,27],327,045 ],]50,774,033 24,422,20],235 29,830,939,079 8].86
26,493,40],264 1,24R,5]2,60.J 27,742,02],485 33,902,799,963 81.82
32,057,96U36 ] ,336,930,733 33,395,002,460 4],333,321,44] 80.79
38,085, ]69,570 ] ,405,] 40,367 39,490,423,3] 4 49,67],844,946 79.50
44,492,425,404 1,493,184,997 45,985,727,3]4 57,76],7] 7,6] 7 79.60
49,7R6,659,813 ],476,025,768 5],262,8]2,810 64,236,986,5]8 79.80
(t) These figures include Centrally Assessed property.
(2) Just Value is the Market or Assessed value. From this you subtract exemptions, classified
agricultural property and capped homestead value to arrive at taxable value.
Source: Collier County Property Appraiser's Office.
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11YJQ!07/1l0009563. DOC\'61
A-7
The following table contains the property tax rates for the Fiscal Years ]995 through 2004.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES - All DIRECT AND OVERLAPPING GOVERNMENTS (])
(Fiscal Years 1995-2004)
(Unaudited)
COLLIER COUNTY OTHER
Special Debt
fiscal General Revenue Service School Independent
Year Fund Fund Funds Total District Districts Total
]995 3.6028 0.6834 0.1062 4.3924 8.3227 1.5028 ]4.2]79
]996 3.49]8 0.709] 0.0989 4.2998 8.6000 1.5353 ]4.435]
1997 3.7266 0.7567 0.0490 4.5323 8.69]8 1.5420 ]4.766]
1998 3.6838 0.7604 0.0452 4.4894 8.4298 1.594 ] ]4.5133
1999 3.5540 0.6689 0.0420 4.2649 8.5] 73 ] .4801 ]4.2623
2000 3.5086 0.64]9 0.0355 4.1860 7.7661 ] .4654 13.4]75
2001 3.5050 0.6624 0.03]8 4.1992 7.7334 ].4607 13.3933
2002 3.8797 0.6238 0.0257 4.5292 7.1464 1.3813 13.0569
2003 3.8797 0.6182 0.02]6 4.5]95 6.9]92 1.3554 ]2.794]
2004 3.8795 0.8885 00000 4.7680 6.5310 1.3562 ] 2.6552
(1) Basis for property tax rates is ] mill per $],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,
2004.
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14399/07/0000%63. DOCv61
^-H
:1O;<N/07 /00009563. DOC \'6}
APPENDIX B
AUDITED F]NANClAl STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2004
APPENDIX C
FORM OF THE RESOLUTION
I 4399/07/00(J()9563. DOC \'61
APPENDIX 0
FORM OF FINANCIAL GUARANTY INSURANCE POLICY
1.1~(19 /07 /001109563. DOC \'6\
11399/07/00009563. DOC' \61
APPENDIX E
FORM OF BOND COUNSEL OPINION
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
I r199/1i7/0001l9563.DOCv61
EXHIBIT D
FORM OF GUARANTY AGREEMENT
GUARANTY AGREEMENT
C;\IARANTY AGREEMENT dated as of ,200_ by and betwcen ,a
puhlic body corporate orgamzcd and existing undcr the laws of thc State of (the "Obligor"); and
;\~II3;\C ASSURANCE CORPORA nON ("Ambac"), a Wisconsin domiciled stock Insurance company.
WITNESSETII:
WHEREAS, the Obligor has or will issue_(the "[ObligatIOns]"); and
WHEREAS, Ambac will Issue its Surcty Bond (the "Surety Bond"), substantially in the form set forth
In Annex A to this Agreement, guarantccing certain payments by the Obligor subjcct to thc terms and limitations
of thc Surety Bond; and
WHEREAS, to induce Ambac to issuc the Surety Bond, thc Obligor has agreed to pay thc premium for
such Surety Bond and to reimburse Ambac for all paymcnts made by Ambac under the Surety Bond from
Legally Available Funds, all as more fully set forth in this Agreement; and
WHEREAS, the Obligor understands that Ambac expressly requires the delivery of this Agreement as
part of the consideration for the exccution by Ambac of the Surety Bond; and
NOW, TIIEREFORE, in consideration of the premIses and of the agreements herein contained and of
the cxecution of the Surety Bond, the Obligor and Ambac agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.0 I. Delinitions. Except as otherwise expressly provided herein or unless the context otherwisc
requires, the terms which arc capitahzed hercm shall have the meanings specified in Annex B hereto.
SectIOn 1.02. Surety Bond.
(a) Amhac wtll issue the Surety Bond in accordance with and suhject to the terms and condItions of thc
( 'ommltment.
(b) The maximum habtlity of Amhac under the Surety Bond and the coverage and term thereof shall he subject
10 and hmltcd by the Surety Bond Coveragc and the terms and conditions of the Surety Bond.
(c) Payments made undcr the Surety Bond WIll reduce the Surety Bond Coverage to the extent of that payment,
pnlVIdcd that the Surety Bond Covcrage shall be automatically reinstatcd to the extent of the reimbursement of
pnnclpaJ by the Ohhgor of any paymcnt made by Ambac. Ambae shall notify the Paying Agent in writing no
later than the fifth (5th) day following the relmhursement hy the Obligor that the Surety Bond has been
rClIlstJtcd to the extent of such reimbursement.
Section 1.03. Premium. In consideration of Ambac agreeing to issue the Surety Bond hereunder, the Obligor
herehy agrees to payor cause to be paid from Legally A vailahle Funds the premium set forth in the
('ummitment.
SectIOn 1.04. Certain OtherJ~,xpenses. The Obligor will pay all reasonahle fees and dIsbursements ofAmbac's
L'oull:;el related to any mouific~tlOn of this Agreement or the Surety Rond.
15
ARTICLE IJ
REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFORE
Section 2.0 I. Reimbursement for Payments Under the Surety Bond and Expenses.
(a) The Obligor will reimburse Ambac; from Legally Available Funds within the Reimbursement Penod.
wIthout demand or notIce by Ambac to the Obligor or any other person, to the extent of each Surety Bond
Payment with interest on each Surety Bond Payment from and including the date made to the date of the
reimburscment by the Obligor at the Effective Interest Rate. The Obligor agrees that it shall make monthly level
prinCIpal repayments for each Surety Bond Payment during the Reimbursement Period. Interest on each Surety
Bond Payment shall be paid monthly during the ReImbursement Period. To the extent that interest payments due
hereunder are not paid on a monthly basis, or are not paid as each principal repayment is made, interest shall
accrue on such unpaid amounts at a rate equal to the Effective Interest Rate.
(b) The Obligor also agrees to reimburse Ambac, from Legally Available Funds, immediately and
unconditionally upon demand for all reasonable expenses incurred by Ambac in connection with the Surety
Bond and the enforcement by Ambac of the Obligor's obligations under this Agreement together with interest
on all such expenses from and including the date which is 30 days from the date a statement for such expenses is
received hy the Obligor incurred to the date of payment at the rate set forth in subseetion (a) of this Section 2.01.
Section 2.02. Allocation of PaYments. Ambac and the Obligor hereby agree that each repayment of principal
receIved by Ambac from or on behalf of the Obligor as a reimbursement to Ambae as required by SectJOn
2.01 (a) hereof shall be applied to reinstate all or a portion of the Surety Bond Coverage to the extent of such
repayment. Any interest payable pursuant to SectIOn 2.01(a) hereof shall not be applied to the reinstatement of
any portIon of the Surety Bond Coverage.
Section 2.03. Secunty for Pavments: Instruments of Further Assurance To the extent, but only to the extent,
that the Resolution pledges to the OWTlers or any paying agent therefor, or grants a security interest or lien in or
on any collateral property, reWnue or other payments ("Collateral and Revenues") in order to secure the
[OhligatIonsj or provide a Source of payment for the [Obligations], the Ohligor hereby grants to Ambac a
security interest m or lien on. as the case may be, and pledges to Ambac all such Collateral and Revenues as
security for paymcnt of all amounts due hereunder, which security interest, lien and/or pledge created or granted
undcr this Section 2.03 shall be subordinate only to the interests of the Owners and any paying agent therefor in
such Collateral and Revenues. The Obligor agrees that it will, from time to time, execute, aeknowledge and
deliver, or cause (0 be executed, acknowledged and delivered, any and all finaneing statements, if applicable,
and all other fitrther instnlments as may be required by law or as shall reasonably be requested by Ambac for the
pertCction of the security mterest, if any, granted under this SectIon 2.03 and for the preservation and protection
of all rights of Amhac under thIS Section 2.03.
SectIOn 2.04. UncondItional ObligatIon. The obligatIons of the Obligor hereunder are absolute and
unconditional and will be paid or perfonned strictly m accordance with this Agreement, irrespective of:
(a) any lack of validity or enforceability of, or any amendment or other modification of, or waiver with respect
to the Resolution or the [Obligations];
(b) any exchange, release or nonperfectIon of any security interest in property securing the [Obligations] or this
Agreement or any obligations hereunder;
(c) any circumstances which might otherwise constitute a defense available to, or discharge of; the Obligor with
respect to the [Ohligations]: .
16
(d) whether or not such obligations are contingent or matured, disputed nr undisputed, liquidated or
unliquidated.
ARTICLE III
EVENTS OF DEFAULT; REMEDIES
Section 3.01. Events ufDefault. The following events shall constitute Events of Default hereunder:
(a) The Obligor shall fail to pay to Ambac any amount payable under Sections 1.04 and 2.0] hereof and such
failure shall have continued for a period in excess of the Reimbursement Period;
(b) Any material representation or warranty made by the Obligor hereunder or under the Resolution or any
statement in the applieation for the Surety Bond or any report, certificate, financial statement or other instrument
provided in connection with the Commitment, the Surety Bond or herewith shall have been materially false at
the time when made;
(e) Except as otherwise provided in this Section 3.01, the Obligor shall fail to perform any of its other
obligations under this Agreement, provided that such lailure continues for more than thirty (30) days after
receipt hy the Obligor of notice of such failure to perform;
(d) The Obligor shall (I) voluntanly commence any proceeding or file any petition seeking relief under the
(JOlted States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or simIlar law, (ii)
consent to the institution of, or fail to controvert in a timely and appropnate manncr, any such proceeding or the
filmg of any such petition, (ili) apply for or consent to the appointment of a receIver, paying agent, custodian,
sequestrator or similar official for the Obligor or for a substantial part of its property, (iv) file an answer
admitting the material allegations of a petition filed agamst it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay
its debts as they become due or (vII) take actIOn for thc purpose of effecting any of the foregoing; or
(e) An involuntary proceeding shall be commenced or an involuntary petitIOn shall be filed in a court of
competent junsdiction seeking (i) relief in respect of the Obligor, or of a substantial part of its property, under
the (Jnlled States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or simllar law
or (Ii) the appointment of a receiver, paymg agent, custodian, sequestrator or similar official for the Obligor or
for " substantial part of its property; and sueh proceeding or petition shall continue undlSmissed for sixty (60)
days or an order or decree approving or ordering any of the foregoing shall continue un stayed and in effect for
thmy (30) days
SectIOn 3.02. Remedics. If an Event of Default shall occur and be continumg, then Ambac may take whatever
action at law or in equity may appear necessary or deSlTable to collect the amounts then due and thereafter to
become duc under this Agreement or any related instrument and enforce any obligation, agreement or covenant
of the Obligor under this Agreement: provided, however, that Ambac may not take any action to direct or
require acceleration or other early redemption of the [Obligations] or adversely affect the rights of the Owners.
All nghts and remedies of Ambac under this Section 3.02 are cumulative and the exercise of anyone remedy
does not precludc the exercise of one or more of the other available remedies.
17
ARTICLE IV
SETTLEMENT
Ambac shall have the exclusive right to decIde and determine whether any claim liability, suit or Judgment
made or brought against Ambac, the Obhgor or any other party on the Surety Bond shall or shall not be paid,
compromIsed, resisted, defended, tried or appealed, and Ambac's decision thereon, ifmade in good faith, shall
be final and binding upon the Obligor. An itemized statement of payments made by Ambac, certified by an
officer of Ambac, or the voucher or vouchers for such payments, shall be prima facie evidence of the hability of
the Obligor, and if the Obhgor fails to reimburse Ambac, pursuant to subsection (b) of Section 2.0] hereof, upon
the receipt of such statement of payments, interest shall be computed on such amount from the date of any
payment made by Ambac at the rate set forth In subsection (a) of SectJon 2.0] hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01. Computations. All computations of premium, interest and fees hereunder shall be made on the
basis of the actual number of days elapsed over a year of 360 days.
Section 5.02. Exercise of Rights. No failure or delay on the part of Ambac to exercise any right, power or
privilege under this Agreement and no course of dealing between Ambac and the Obligor or any other party
shall operate as a waIver of any such TIght, power or privilege, nor shall any single or partial exercise of any
such TIght power or privilege preclude any other or further exercise thereof or the exercise of any other right,
power or pnvilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies wl.ich Ambac would otherwise have pursuant to law or equity. No notice to or demand on
any party In any case shall entitle such party to any other or further notice or demand in similar or other
circumstances, or constitute a waiver of the nght of the other party to any other or further action in any
circumstances without notice or demand.
Section 5.03. Amendment and Waiver. Any provision of this Agreement may be amended, waived,
supplemented, discharged or terminated only with the prior written consent of the Obligor and Ambac. The
Obligor hereby agrees that upon the written request of the Paying Agent, Ambac may make or consent to issue
any subslltute for the Surety Bond to cure any ambiguity or formal defect or omiSSIOn in the Surety Bond which
does not materially change the terms of the Surety Bond nor adversely affect the rights of the Owners, and this
Agreement shall apply to such substituted Surety Bond. Ambac agrees to deliver to the Obligor and to the
company or companies, if any, ratmg the [Obhgations), a copy of such substituted Surety Bond.
Section 5.04. Successors and Assigns; Descnptive Headings.
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Obligor and Ambac and their
respective successors and assigns; provided, that the Obligor may not transfer or assign any or all of its rights
and obligations hereunder without the prior written consent of Ambac.
(b) The descnptive headings of the various provisions of this Agreement are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
Section 5.05. Other Sureties. If Ambac shall procure any other surety to reinsure the Surety Bond, this
Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a direct
TIght of actIon against the Obhgor to enforcc this Agreement and "Amhac." wherever used herein. shall be
deemed to include such reinsuring surety, as its respective jnterests may appear.
I~
Section 5.06. Signature on Obligation. The Obligor's liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security was to have been obtamed nor by the release of
any mdemnity, nor the return or exchange of any collateral that may have been obtained.
SectIOn 5.07. Waiver. The Obligor waives any defense that this Agreement was executed subsequent to the
date of the Surety Bond, admItting and covenantmg that such Surety Bond was executed pursuant to the
Obligor's request and in reliance on the Obligor's promise to execute this Agreement.
Section 5.08. Notices, Requests, Demands. Except as otherwise expressly provided herein, all written notices,
requests, demands or other communications to or upon the respectIve parties hereto shall be deemed to have
been given or made when actually received, or in the case of telex or telecopier notice sent over a telex or a
telecopier machine owned or operated by a party hereto, when sent, addressed as specified below or at such
other address as either of the parties hereto or the Paying Agent may hereafter specify m writing to the others:
If to the Obligor: >
If to the Paying Agent: >
If to Ambac:
Ambac Assurance Corporation
One State Street Plaza
17th Floor
New York, New York ] 0004
Attention: General Counsel
Section 5.09. Survival of Representations and Warranties. All representations, warrantIes and obligations
contained herein shall survive the execution and delivery of this Agreement and the Surety Bond.
SectIOn 5.10. Governing Law. This Agreement and the rights and obligations of the parties under this
Agrcement shall be governed by and construed and interpreted in accordance with the laws of the State.
SectIOn 5. I I. Counterparts. This Agreement may be executed in any number of copIes and by the different
partIes hcreto on the same or separate counterparts, each of which shall bc deemed to be an original instrument.
Complete counterparts of this Agreement shall be lodged WIth the Obligor and Ambac.
Section 5.12. Severabilitv. In the event any provision of this Agreement shall be held invalid or unenforceable
hy any court of competent junsdiction, such holding shall not mvalidate or render unenforceable any other
proVISion hereof.
IN WITNESS WHEREOF, each of the partIes hereto has caused a counterpart of this Agreement to be duly
executed and delivered as of the date first ahove written.
(Seal)
Attest:
Title:
(OBLIGOR)
By
TItle:
AMBAC ASSURANCE CORPORATION
Attest:
Title:
By
Title:
1<)
ANNEX A
SURETY BOND
20
ANNEX B
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provIded herem or unless the context
otherwise requires, all capitalized terms shall have the meaning as set out below.
"A!,'feement" means this Guaranty Agreement.
"Ambae" has the same meaning as set forth in the first paragraph of this Agreement.
"Collateral and Revenues" has the same meaning as set forth in Section 2.03 hereof.
"Commitment" means the Ambac Commitment for Surety Bond in the form attached hereto as Annex C.
"Debt Service Payments" means those payments required to be made by the Obligor which will be applied to
payment of principal of and interest on the [Obligations].
"Effective Interest Rate" means the lesser of the ReImbursement Rate or the maxImum rate of interest permitted
by then applicable law; provided, however, that the Effective Interest Rate shall in no event be less than the
mterest rate on the [Obligations]
"Event of Default" shall mean those events of default set forth in Section 3.0 I of this Agreement.
"Legally Available Funds" means any moneys legally available to the Obligor for the payment of its
obligations.
"[Obligations]" has the same mean 109 as set forth in the second paragraph of this Agreement.
"Obligor" has the same meaning as set forth in the first paragraph of this Agreement.
"Owners" means the registered owner of any [ObligatJon] as indicated 10 the books maintained by the
applicable paying agent, the Obligor or any designee of the Obligor for such purpose. The term "Owner" shall
not mclude the Obligor or any person or entlly whose obligation or obligatIOns by agreement constitute the
underlying security or source of payment for the [Obligations].
"Paying Agent" means
"Relmbursemcnt Penod" means, with respect to a particular Surety Bond Payment. the period commencing on
the date of such Surety Bond Payment and ending 12 months following such Surety Bond Payment.
"Reimbursement Rate" means Citibank's prime rate plus two (2) percent per annum, as of the date of such
Surety Bond Payment, said "prime rate" being the rate of interest announced from time to time by Citibank,
New York, New York, as its prime rate. The rate of interest shall be calculated on the basis of a 360 day year.
21
"Resolution" means
"State" means the State of
"Surety Bond" means the Surety Bond issued by Ambac substantially m the form attached to this Agreement as
Annex A.
"Surety Bond Coverage" means the amount available at any particular tlme to be paid to the Paying Agent
under the terms of the Surety Bond, which amount shall never exceed $
"Surety Bond Payment" means an amount equal to the Debt Service Payment less (i) that portion of the Debt
Service Payment paid by the Obligor. and (ii) other funds legally available to the Paying Agent for payment to
the Owners, all as certified by the Paying Agent in a demand for payment rendered pursuant to the terms of the
Surety Bond.
22
ANNEX C
COMMITMENT
23
EXHIBIT E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
FORM OF CONTINUING DISCLOSURE CERTIFICA TE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by
Collier County, Florida (the "Issuer") in connection with the issuance of its $ Gas Tax Revenue
Bonds, Series 2005 (the "Bonds"). The Bonds are being issued pursuant to Resolution No. 2003-89
adopted by the Board of County Commissioners of the Issuer (the "Board") on Febmary 25, 2003, as
amended and supplemented from time to time, as particularly amended by Resolution 2003-247, adopted
by the Board on July 29, 2003 and as particularly amended and supplemented by Resolution No. 2005-
~ adopted by the Board on .2005 (collectively, 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 ]5c2-12.
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized t('rm llsed 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.
"Central Post Office" shall mean any central filing location described in Exhibit B hereto and any
additional central filing location hereafter designated by the SEC as a location that satisfies the Rule.
"Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated
in writing by the Issuer Jnd which has filed with the Issuer a written acceptance of such designation.
"Insurer" shall mean Ambac Assurance Corporation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"National Repository" shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. The National Repositories currently approved by the Securities and
Exchange Commission are set forth in Exhibit B.
"Participating Underwriters" shaH mean the original underwriters of the Bonds required to
comply wilh the Rule in connection with offering of the Bonds.
"RepOSItory" shall mean ei1ch National Repository ilnd each Slate Repository.
(.I:>94/07/o000%H I. ooc d I
"Rule" shall mean the cont;"nuing disclosure requirements of Rule J5c2-]2 adopted by the
Securities and Exchange Commission under the Serurities Exchange Act of 1934, as the same may be
amended from time to time.
"State" shall mean the State of Florida.
"State Repository" shall mean any public or private repository or entity designated by the State
as a state information depository for the purpose of the Rule and recognized as such by the Securities and
Exchange Commission. As of the date of this Certificate, there is no State Repository.
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, 2006 with respect to the report for the 2005 fiscal year, provide to each 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 (]5) 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 the Repositories and the Insurer an Annual Report by the date required in
subsection (a), the Issuer shall send a notice to (i) each National Repository or the Municipal Securities
Rulemaking Board, (Ii) the State Repository, and (iii) the Insurer 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 each National l,epository, the State Repository, if any, and the Insurer; provided,
however, if the filing is to be made through the Central Post Office pursuant to Section 6 below,
the Dissemination Agent need only determine the name and address of the Central Post Office;
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 all the Repositories, or the name of the Central Post
Office in the event the filing is made through the Central Post Office, :1Od the Insurer to which it
was provided.
(Remainder of page intentionally left blank)
14399/07/o000Y681.DO('\,41
I' 0
-"
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 accullnting 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 , 2005 (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 entitled "NUMBER OF TAXABLE GALLONS SOLD," "COUNTY FUEL
TAX REVENUES DISTRIBUTED STATEWIDE," "SEVENTH CENT GAS TAX REVENUES," "NINTH
CENT GAS TAX REVENUES," "SIX CENTS LOCAL OPTION GAS TAX REVENUES," "FIVE CENTS
LOCAL OPTION GAS TAX REVENUES," "CONSTITUTIONAL GAS TAX REVENUES," "GAS TAX
REVENUES" and "PRO-FORMA DEBT SERVICE COVERAGE."
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 have
been submitted to each of the Repositories, either directly or through the Central Post Office, or the
Securities and Exchange Commission. If the document included by reference is a final official statement,
it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify
each such other document so included by reference.
SECTION 5. REPORT]NG 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 materia]:
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 finandal 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. defeasancE's;
(439Q/0710()009681.DOCv4j
I. 0
'-,)
]0. release, substitution, or sale of property securing repayment of the Bonds;
]]. 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 ], 4, 5, 6, 10, ]] and ]2 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
Occurrence with (i) each National Repository or the Municipal Securities Rulemaking Board, (ii) the
Insurer, and (iii) the State Repository.
SECTION 6. FlLlNG THROUGH A CENTRAL POST OFFICE. Any filing made or notice
provided by the Issuer in accordance with this Certificate to a Central Post Office by electronic or other
means shall satisfy the requirements of this Certificate with respect to filings required to be made to all
National Repositories and the State Repository, and the Issuer shall not be required to make separate
filings with the National Repositories and the State Repositories.
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 mahlTity of the Bonds, the Issuer shalI give notice of such termination in the same manner as for a
Listed Event under Section 5(c).
SECTION 8. D1SSEl\lINA TION 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 nof 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 la\v, 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 recobniz~)d bond counsel, have complied with the rpquirements of the Rulp at the time of the
14399/07/0()(Xl%81.DOCvcll
F-~
original issuance of the Bonds, after taking into account _any amendments or interpretation.s of the Rule,
as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of
the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the
consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond
counsel, materially impair the interests 01 the holders or Beneficial Owners of the Bonds.
In the event 01 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
explanalion 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, ilthe 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, il 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 inlormation in any Annual Re?ort or notice 01 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.
SECTlON]1. 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 he deemed an Event of Default under the Resolution.
SECTION ]2. DUTIES, IMMUNlTIES 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 01 the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
(Remainder of page intentionally left blank)
! -1':;99107 100009681. [)CX~\...j J
F-5
SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the
Issuer, the Dissemination Agent, the Participating Underwriters, the Insurer and holders and Beneficial
Owners from Ilme to time of the Bonds, and shall create no rights in any other person or entity.
Dated as of
,2005
(SEAL)
COLLIER COUNTY, FlORlDA
By:
Chair, Board of
County Commissioners
Attested and Countersigned:
By:
Clerk of the Circuit Court, Collier County,
Florida and Ex-Officio Clerk of the Board of
County Commissioners, Collier County, Florida
1.t399/07/00009681.DOCv41
F-6
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer:
Collier County, Florida
Name of Bond Issue:
Gas Tax Revenue Bonds, Series 2005
Date of Issuance:
,2005
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 .2005. The Issuer anticipates that the Annual Report will be filed by
Dated:
COLLIER COUNTY, FLORIDA
By:
Name:
Title:
(4399/07/0000968] .DOC\'4}
F-7
EXHIBITB
Any filing under this Certificate to any of the Repositories may be made solely by transmitting such filing
to the Texas Municipal Advisory Council (the "MAC) as the "Central Post Office" as such term is defined
in the Certificate and as provided at http://www.disclosureusa.org unless the United States Securities and
Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7,
2004.
Nationally Recognized Municipal Securities Information Repositories approved by the Securities and
Exchange Commission:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
hHp:/ /w'vV\v. hi nom berg.com/markets/municonta
cts.html
Email: tvlunjsl!H~loomberg..com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (20]) 346-070]
Fax: (20]) 947-0107
http://\\',\,\'I.' .Jpcdata.com
Email: nnnsjn~l.dpcdata.com
FT Interactive Data
Attn: NRMSIR
100 William Street, ]5'h Floor
New York, NY ]0038
Phone: (212) 77] -6999
Fax: (2]2) 77]-7390
http://www.ftid.com
EmaiJ: NRMSIR@interactivedata.com
Standard & Poor's Securities Evaluations, lnc.
55 Water Street, 45'h Floor
New York, NY 1004]
Phone: (2] 2) 438-4595
Fax: (2]2) 438-3975
\V\v\"".likenny.com/iikcnllv/pser descrip data rep.html
Email: nrmsirrepository@sandp.com
A list of names and addresses of all designated Nationally Recognized Municipal Securities Information
Repositories as of any point In time IS available by visiting the SEC's website at
www.see.!.!ov/info/municipal/nrmsir.htm.
H399!07/00009681,DOCv41
F-R