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Resolution 2003-08916F3 RESOLUTION NO. 2003-89 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 PRINCIPAL 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. ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding the date of computation or the date of computation if an Interest Date, such interest to accrue at a rate not exceeding the legal rate, compounded semiannually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the difference between the Accreted Value as of the immediately 16F3 preceding Interest Date and the Accreted Value as of the immediately succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a 3 60-day year. "Act" shall mean Chapter 125, Florida Statutes, Sections 206.60, 336.021 and 336.025, Florida Statutes, the Home Rule Ordinance, the Gas Tax Ordinances, the Interlocal Agreements, and other applicable provisions of law. "Additional Bonds" shall mean the obligations issued at any time under the provisions of Section 5.02 hereof on a parity with the Series 2003 Bonds. "Additional Project" shall mean the acquisition and construction of such properties, facilities and improvements as shall be permitted by the Act. This term is to be broadly construed as including any lawful undertaking, including, without limitation, joint ventures and acquisition of partial interests or contractual rights. The description of such Additional Project shall be set forth in the Supplemental Resolution authorizing the issuance of Bonds which shall finance the acquisition, construction and funding of such Additional Project. "Amortization Installment" shall mean an amount designated as such by Supplemental Resolution of the Issuer and established with respect to the Term Bonds. "Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Authorized Investments" shall mean any of the following, if and to the extent that the same are at the time legal for investment of funds of the Issuer: (1) Cash (insured at all times by the Federal Deposit Insurance Corporation). (2) Direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury). (3) Senior debt obligations of other government sponsored agencies approved by the Insurer. (4) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including; Export-Import Bank 2 16F3 Rural Economic Community Development Administration -U.S. Maritime Administration Small Business Administration U.S. Department of Housing & Urban Development (PHAs) -Federal Housing Administration Federal Financing Bank (5) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America; Senior debt obligations is sued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC), Obligations of the Resolution Funding Corporation (REFCORP) Senior debt obligations of the Federal Home Loan Bank System Senior debt obligations of other Government Sponsored Agencies approved by the Insurer (6) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-l+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank). (7) Commercial paper which is rated at the time of purchase in the single highest classification, "Pl" by Moody's and "A-l+" by S&P and which matures not more than 210 calendar days after the date of purchase. (8) by S&P. Investments in a money market fund rated "AAAm" or "AAAm-G" or better (9) Prerefunded Obligations. (10) Municipal obligations rated "Aaa/AAA" or general obligations of States with a rating of"A2/A" or higher by both Moody's and S&P. (1 1) Investment agreements approved in writing by the Insurer(s) (supported by appropriate opinions of counsel). 16F (12) Other forms of investments (including repurchase agreements) approved in writing by the Insurer(s). (13) Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, or any similar common trust fund which is established pursuant to State law as a legal depository of public moneys. (14) Other investments approved by the Insurer or Insurers of the Bonds, provided all Outstanding Bonds are insured as to payment by such Insurer or Insurers. The value of the above investments shall be determined as follows: (a) For the purpose of determining the amount in any fund or account, all Authorized Investments credited to such fund or account shall be valued at fair market value. The fair market value shall be based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Merrill Lynch, Salomon Smith Barney, Bear Stearns, or Lehman Brothers. (b) As to certificates of deposit and bankers' acceptances, the value shall be the face amount thereof, plus accrued interest thereon. (c) As to any investment not specified above, the value thereof established by prior agreement among the Issuer and the Insurer(s). "Authorized Issuer Officer" shall mean the chiefadminisl~ative officer of the Issuer, or his or her assignee, and when used in reference to any act or document also shall mean any other person authorized by resolution of the Issuer to perform such act or sign such document. "Bond Amortization Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04 hereof. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. 4 16F3 "Bond Year" shall mean the period commencing and ending on the dates specified by Supplemental Resolution of the Issuer. "Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. "Bond Insurance Policy" shall mean the municipal bond new issue insurance policy or policies issued by an Insurer guaranteeing the payment of the principal of and interest on any portion of the Bonds. "Bonds" shall mean the Series 2003 Bonds, together with any Additional Bonds issued pursuant to this Resolution and any Subordinated Indebtedness which accedes to the status of Bonds pursuant to Section 5.04 hereof. "Business Day" or "business day" shallmean any day other than a Saturday, Sunday or a day on which banking institutions within the State are authorized by law to remain closed. "Capital Appreciation Bonds" shall mean those Bonds so designated by Supplemental Resolution of the Issuer, which may be either Serial Bonds or Term Bonds and which shall bear interest payable at maturity or redemption. In the case of Capital Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or prior to redemption of such Bonds, such Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to such conversion. "Chairman" shall mean the Chairman of the Board of County Commissioners of the Issuer, and such other person as may be duly authorized to act on his or her behalf. "Clerk" shall mean the Clerk of the Circuit Court for Collier County, Florida, ex-officio Clerk of the Board of County Commissioners of the Issuer, or such other person as may be duly authorized to act on his or her behalf. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. "Construction Fund" shall mean the fund established pursuant to Section 4.03 hereof. "Cost" or "Costs", when used in connection with a Project, shall, to the extent permitted by the Act, mean (1) the Issuer's cost of physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land and interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all interest due to be paid on the Bonds and other obligations relating to the Project during, and if deemed advisable by the Issuer, for up to one year after the end of, the construction period of such Project; (6) engineering, legal and other consultant fees and expenses; (7) costs and expenses of the financing incurred during, and if deemed advisable by the Issuer, for up to one (1) year after the end of, the construction period for such Project, including audits, fees and expenses of any Paying Agent, Registrar, Insurer, Credit Bank or depository; (8) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of machinery or equipment required by the Issuer for the commencement of operation of such Project; (10) other costs or expenses which may be funded from proceedso f the Bonds pursuant to the Act; and (11) any other costs properly attributable to such construction or acquisition, as determined by generally accepted accounting principles and shall include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer and interest on any interfund loan related thereto. Any Supplemental Resolution may provide for additional items to be included in the aforesaid Costs. "Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "Credit Bank" shall mean as to any particular Series of Bonds, the Person (other than an Insurer) providing a letter of credit, a line of credit or another credit or liquidity enhancement facility, as designated in the Supplemental Resolution providing for the issuance of such Bonds. "Credit Facility" shall mean as to any particular Series of Bonds, a letter of credit, a line of credit or another credit or liquidity enhancement facility (other than an insurance policy issued by an Insurer), as approved in the Supplemental Resolution providing for the issuance of such Bonds. "Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from deposits in the Interest Account made from Bond proceeds, (2) principal of Outstanding Serial Bonds maturing in such period of time, and (3) the Amortization Installments herein designated with 16F respect to such period of time. For purposes of this definition, (A) all amounts payable on a Capital Appreciation Bond shall be considered a principal payment in the year it becomes due, (B) with respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time, and (C) the amount on deposit in the Reserve Account (or any subaccount thereof) on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Bonds which are secured by such Reserve Account (or subaccount thereof) and in each preceding year until such amount is exhausted. "Debt Service Fund" shall mean the fund established pursuant to Section 4.04 hereof. "Event of Default" shall mean any Event of Default specified in Section 6.01 of this Resolution. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" means Fitch Ratings and any assigns and successors thereto. "Five Cents Local Option Gas Tax" shall mean the first 5-cents of the local option gas tax levied and received by the Issuer pursuant to Section 336.025(1)(b), Florida Statutes, plus, to the extent provided by Supplemental Resolution of the Issuer, any additional local option gas tax received by the Issuer pursuant to Section 336.025( 1 )(b), Florida Statutes, and pledged by the Issuer pursuant to Supplemental Resolution. "Gas Taxes" shall mean, collectively, the Seventh Cent Gas Tax, the Ninth Cent Gas Tax, the Five Cents Local Option Gas Tax, the Six Cents Local Option Gas Tax and any other gas tax imposed and/or received by the Issuer which is specifically pledged hereunder by the Issuer pursuant to Supplemental Resolution. "Gas Tax Ordinances" shall mean the ordinances enacted from time to time by the Issuer which impose the Gas Taxes, including, but not limited to, Ordinance No. 80-50 of the Issuer, enacted on June 3, 1980; Ordinance No. 80-51 of the Issuer, enacted on June 3, 1980; Ordinance No. 99-40 of the Issuer, enacted on May 25, 1999; Ordinance No. 93-48 of the Issuer, enacted on August 3, 1993, as amended by Ordinance No. 2001-26 of the Issuer, enacted on May 8, 2001; each as amended and supplemented from time to time. 16F3 "Gas Tax Revenues" shall mean the moneys received by the Issuer from the proceeds of the Gas Taxes. "Governing Body" shall mean the Board of County Commissioners of Collier County, Florida or its successor in function. "Hedge Agreement" shall mean an agreement in writing between the Issuer and the Counterp arty pursuant to which (1) the Issuer agrees to pay to the Counterp arty an am ount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on the debt of the Counterparty specified in such agreement in the period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on all or a portion of a Series of Bonds specified in such agreement during the period specified in such agreement. "Hedge Payments" shall mean any amounts payable by the Issuer as interest on the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or a fee or by virtue of termination of a Qualified Hedge Agreement or any obligation of the Issuer to provide collateral. "Hedge Receipts" shall mean any amounts receivable by the Issuer on the related notional amount under a Qualified Hedge Agreement. "Home Rule Ordinance" shall mean the Ordinance enacted on February 25, 2003, as amended, relating to the issuance of the Bonds. "Initial Project" shall mean the acquisition, construction, and reconstruction of roads and bridges and other transportation improvements within Collier County, Florida, as more specifically described in the plans and specifications on file or to be on file with the Issuer, with such changes, deletions, additions or modifications to the enumerated improvements, equipment and facilities, or such other improvements, as approved by the Governing Body in accordance with the Act. A general description of the Initial Project is provided in Exhibit A attached hereto. "Insurer" shall mean, such Person as shall be in the business of insuring or guaranteeing the payment of principal of and interest on municipal securities and whose credit is such that, at the time of any action or consent required or permitted by the Insurer pursuant to the terms of this Resolution, all municipal securities insured or guaranteed by it 16F3 are then rated, because of such insurance or guarantee, in one of the two most secure grades by one of the Rating Agencies. "Interest Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04 hereof. "Interest Date" or "interest payment date" shall be such date or dates for the payment of interest on a Series of Bonds as shall be provided by Supplemental Resolution. "Interlocal Agreements" shall mean, collectively, the interlocal agreement, relating to the Six Cents Local Option Gas Tax, between the Issuer and the City of Naples, dated May 25, 1999, as the same may be amended or supplemented from time to time; and any other interlocal agreement between the Issuer and a municipality located in the Issuer relating to distribution of any of the Gas Taxes. "Investment Earnings" shall mean all income derived from investment of moneys in the funds and accounts established hereunder, other than the Rebate Fund and the Unrestricted Revenue Account. "Issuer" shall mean Collier County, Florida. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service becoming due in any Fiscal Year in which Bonds are Outstanding. "Maximum Interest Rate" shall mean, with respect to any particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in the Supplemental Resolution of the Issuer delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at any particular time bear. "Moody's"shall mean Moody's Investors Service, and any assigns or successors thereto. "Ninth Cent Gas Tax" shall mean the tax of one-cent per gallon on motor fuel and special fuel imposed by the Issuer pursuant to Section 336.021, Florida Statutes, approved at a countywide referendum on March 11, 1980, and taxed and collected under Chapter 206, Florida Statutes, as provided in the Gas Tax Ordinances. "Outstanding", when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu of which another Bond or other Bonds have been issued under 9 16F3 agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for another Bond or other Bonds under Sections 2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof, and (4) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity. "Paying Agent" shall mean for each Series of Bonds any paying agent for such Series of Bonds appointed by or pursuant to this Resolution and its successor or assigns, and any other Person which may at any time be substituted in its place pursuant to this Resolution. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Pledged Funds" shall mean (1) the Gas Tax Revenues and (2) until applied in accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder, except (A) as for the Unrestricted Revenue Account and the Rebate Fund, and (B) to the extent moneys on deposit in a subaccount of the Reserve Account shall be pledged solely for the payment of the Series of Bonds for which it was established in accordance with the provisions hereof. "Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or United States Obligations, secured in the manner set forth in Section 8.01 hereof, which fund may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the United States Obligations, which have been deposited in such fund along with any cash on deposit in such fund, are sufficient, as verified by an independent certified public accountant or other expert in such matters, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (1) above, and (4) which are rated in the highest rating 10 16F3 category (without regard of gradations, such as "plus" or "minus" of such categories) of one of the Rating Agencies. "Principal Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04 hereof. "Prior Bonds" shall mean the Issuer's Collier County, Florida Road Improvement Refunding Revenue Bonds, Series 1995, dated as of July 1, 1995, and any obligations issued pursuant to the Prior Resolution to refund such Bonds. "Prior Resolution" shall mean the Issuer's Resolution No. 80-114, adopted on June 10, 1980, as amended and supplemented. "Project" shall mean the Initial Project and any Additional Project. "Qualified Hedge Agreement" shall mean a Hedge Agreement with a Counterparty which at the time it enters into such Qualified Hedge Agreement is rated "A-" or better by Standard & Poor's and "A3" or better by Moody's. "Rating Agencies" means Fitch, Moody's and Standard & Poor's. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.04 hereof. "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunding Securities" shall mean the United States Obligations and the Prerefunded Obligations. "Registrar" shall mean for each Series of Bonds any registrar for Bonds appointed by or pursuant to this Resolution and its successors and assigns, and any other Person which may at any time be substituted in its place pursuant to this Resolution. "Reserve Account" shall mean the separate account in the Debt Service Fund established pursuant to Section 4.04 hereof. 11 16F "Reserve Account Insurance Policy" shall mean the insurance policy or surety bond deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A)(4) hereof. "Reserve Account Letter of Credit" shall mean an unconditional irrevocable letter of credit or line of credit or other credit facility (other than a Reserve Account Insurance Policy) deposited in the Reserve Account in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.05(A)(4) hereof. "Reserve Account Requirement" shall mean, as of any date of calculation for the Reserve Account, an amount equal to the lesser of (1) Maximum Annual Debt Service for all Outstanding Bonds secured thereby, (2) 125% of the average Annual Debt Service for all Outstanding Bonds secured thereby, or (3) the maximum amount allowed to be funded from proceeds of tax-exempt obligations and invested at an unrestricted yield pursuant to the Code; provided, however, the Issuer may establish by Supplemental Resolution a different Reserve Account Requirement for a subaccount of the Reserve Account which secures a Series of Bonds pursuant to Section 4.05(A)(4) hereof. In computing the Reserve Account Requirement in respect of a Series of Bonds that constitutes Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be (A) if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the date of calculation, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation, the Bond Buyer Revenue Bond Index most recently published prior to the time of calculation. The time of calculation for Variable Rate Bonds shall be each March 1. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Restricted Revenue Account" shall mean the separate account in the Revenue Fund established pursuant to Section 4.04 hereof. "Revenue Fund" shall mean the Revenue Fund established pursuant to Section 4.04 hereof. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "Series" shall mean all the Bonds delivered on original issuance in a simultaneous transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, 12 16F regardless of variations in maturity, interest rate, Amortization Installments or other provisions. "Series 2003 Bonds" shall mean the Issuer's Collier County, Florida Gas Tax Revenue Bonds, Series 2003 authorized pursuant to Section 2.02 hereof. "Seventh Cent Gas Tax" shall mean the tax of one cent per gallon on motor fuel levied by Section 206.60, Florida Statutes, and special fuel levied by Section 206.87, Florida Statutes, and allocated to the Issuer pursuant to the provisions of subsection (1)(b) of said Section 206.60 and subsection (2) of Section 206.875, Florida Statutes. "Six Cents Local Option Gas Tax" shall mean the first 6-cents of the local option gas tax levied and received bythe Issuer pursuant to Section 336.025(1)(a), Florida Statutes, plus, to the extent provided by Supplemental Resolution of the Issuer, any additional local option gas tax received by the Issuer received pursuant to Section 336.025(1)(a), Florida Statutes, and pledged by the Issuer pursuant to Supplemental Resolution. "Standard and Poor's" or "S&P" shall mean Standard and Poor's Ratings Services, and any assigns and successors thereto. "State" shall mean the State of Florida. "Subordinated Indebtedness" shall mean that indebtedness of the Issuer, subordinate and junior to the Bonds, issued in acc ordance with the provisions of Section 5.01 hereof. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01, 7.02 and 7.03 hereof. "Taxable Bond" shall mean any Bond which states, in the body thereof, that the interest income thereon is includable in the gross income of the Holder thereof for federal income taxation purposes or that such interest is subject to federal income taxation. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby or by Supplemental Resolution of the Issuer and which are subject to mandatory redemption by Amortization Installment. "United States Obligations" shall mean obligations described in paragraphs (2) and (4) of the definition of "Authorized Investments." "United States Obligations" shall also 13 16F include direct obligations of the United States Treasury, Treasury Receipts, CATS, STRPS, TIGRS, Refcorp interest strips and similar securities and obligations of agencies described in this definition; provided such obligations do not permit redemption prior to maturity at the option of the obligor. "Unrestricted Revenue Account" shall mean the separate account in the Revenue Fund established pursuant to Section 4.04 hereof. "Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds and any Credit Bank and Insurer and shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Bonds and any Credit Bank and Insurer. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds and for the benefit, protection and security of any Credit Bank and Insurer. All of the Bonds, regardless of the time or times of their issuance or maturity, 14 16F3 shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared: (A) That the Issuer deems it necessary, desirable and in the best interests of the health, safety and welfare of the Issuer and its inhabitants that Projects, from time to time, be acquired and constructed. (B) That such Projects shall be financed, in whole or in part, by the proceeds of Bonds issued pursuant to this Resolution. (C) That the Pledged Funds are not pledged or encumbered in any manner, except as provided in the Prior Resolution. Such Pledged Funds shall secure the payment of the Bonds, in accordance with the terms hereof. (D) That the Prior Resolution provides for a lien on and pledge of the Ninth Cent Gas Tax and Seventh Cent Gas Tax for the benefit of the holders of the Prio'r Bonds. Such pledge and lien shall be extinguished upon the issuance of the Series 2003 Bonds and the refunding of the Prior Bonds. (E) That the estimated Pledged Funds will be sufficient to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution, as the same become due, and all other payments provided for in this Resolution. (F) That the principal of and interest on the Bonds to be issued pursuant to this Resolution, and all other payments provided for in this Resolution will be paid solely from the Pledged Funds provided herein; and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution and, except as otherwise provided herein, the Bonds shall not constitute a lien upon any property of the Issuer. SECTION 1.05. INITIAL PROJECT. The Issuer does hereby authorize the acquisition and construction of the Initial Project. SECTION 1.06. PRIOR BONDS. The Issuer does hereby authorize the refunding of the Prior Bonds. 15 16F3 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution creates an issue of Bonds of the Issuer to be designated as "Collier County, Florida, Gas Tax Revenue Bonds" which may be issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds which may be executed and delivered under this Resolution is not limited except as is or may hereafter be provided in this Resolution or as limited by the Act or by law. The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be issued in one or more Series, with such further appropriate particular designations added to or incorporated in such title for the Bonds of any particular Series as the Issuer may determine and as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by Supplemental Resolution of the Issuer. The Bonds shall be issued in such denominations and such form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be payable at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in such years and amounts; and the proceeds shall be used in such manner; all as determined by Supplemental Resolution of the Issuer. The Issuer may issue Bonds which may be secured by a Credit Facility or by a Bond Insurance Policy of an Insurer all as shall be determined by Supplemental Resolution of the Issuer. The Governing Body may delegate approval of the terms, details and sale of a Series of Bonds to an Authorized Issuer Officer pursuant to Supplemental Resolution. SECTION 2.02. AUTHORIZATION AND DESCRIPTION OF SERIES 2003 BONDS. A Series of Bonds entitled to the benefit, protection and security of this Resolution is hereby authorized in the aggregate principal amount of $120,000,000 for the principal purposes of paying or reimbursing the Costs of the Initial Project and refunding the Prior Bonds. Such Series of Bonds shall be designated as, and shall be distinguished from the 16 16F} Bonds of all other Series by the title, "Collier County, Florida, Gas Tax Revenue Bonds, Series 2003 ." The Series 2003 Bonds shall be dated as of the first day of the month in which occurs the delivery of the Series 2003 Bonds to the purchaser or purchasers thereof or such other date as may be set forth by Supplemental Resolution of the Issuer; shall be issued as fully registered Bonds; shall be numbered consecutively from one upward in order of maturity preceded by the letter "R"; shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law, payable in such manner and on such dates; shall consist of such amounts of Serial Bonds, Term Bonds, Variable Rate Bonds and Capital Appreciation Bonds; maturing in such amounts and in such years not exceeding such period as may be permitted by the Act at the time of issuance; shall be payable in such place or places; shall have such Paying Agents and Registrars; and shall contain such redemption provisions; all as the Issuer shall provide hereafter by Supplemental Resolution. The principal of or Redemption Price, if applicable, on the Series 2003 Bonds are payable upon presentation and surrender of the Series 2003 Bonds at the office of the Paying Agent. Interest payable on any Series 2003 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, at the request and expense of such Holder, by bank wire transfer for the account of such Holder. All payments of principal of or Redemption Price, if applicable, and interest on the Series 2003 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chairman and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after 17 16F3 the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. SECTION 2.04. AUTHENTICATION. No Bond of any Series shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.08 hereof. SECTION 2.05. TEMPORARY BONDS. Until the definitive Bonds of any Series are prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer by Supplemental Resolution, and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead o fissuing a substitute Bond, the Issuer may 18 16F3 pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Bonds issued hereunder. SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same Series and maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. 19 16F The Registrar, in any case where it is not also the Paying Agent in respect to any Series of Bonds, shall forthwith (A) following the fifteenth day prior to an interest payment date for such Series; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds of such Series; and (C) at any other time as reasonably requested by the Paying Agent of such Series, certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall cause to be issued Bonds and the Registrar shall authenticate and deliver such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chairman and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be destroyed or returned by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds of any Series during the 15 days next preceding an Interest Date on the Bonds of such Series (other than Capital Appreciation Bonds and Variable Rate Bonds), or, in the case of any proposed redemption of Bonds of such Series, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. The Issuer may elect to issue anyBonds as uncertificated registered public obligations (not represented by instruments), commonly known as book-entry obligations, provided it shall establish a system of registration therefor by Supplemental Resolution. SECTION 2.08. FORM OF BONDS. The text of the Bonds, except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution of the Issuer, shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chairman or the Clerk prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): 20 16F3 No. R- UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA GAS TAX REVENUE BOND, SERIES Interest Maturity Date of Rate Date Original Issue CUSIP Registered Holder: Principal Amount; Collier County, Florida, a political subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on and of each year commencing until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this Bond, are payable, upon presentation and surrender hereof, at the designated corporate trust office of , , ., as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by , , , as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar 21 16F3 month next preceding each interest payment date and shall be paid by a check or draft of such Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the request and expense of such Registered Holder, by bank wire transfer for the account of such Holder. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $__ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued to finance , in and for the Issuer, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, Sections 206.60, 336.021 and 336.025, Florida Statutes, certain ordinances of the Issuer, certain interlocal agreements and other applicable provisions of law (the "Act"), and a resolution duly adopted by the Board of County Commissioners of the Issueron ,2003, as amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest hereon are payable solely from and secured by a lien upon and a pledge of(l) the Gas Tax Revenues (as defined in the Resolution) and (2) until applied in accordance with the provisions of the Resolution, all moneys, including investments thereof, in certain of the funds and accounts established by the Resolution, all in the manner and to the extent described in the Resolution (collectively, the "Pledged Funds"). The Gas Taxes subject to the lien and pledge provided in the Resolution may be increased by the Issuer in accordance with the terms of the Resolution. It is expressly agreed by the Registered Holder of this Bond that the full faith and credit of the Issuer, the State of Florida, or any political subdivision thereof, are not pledged to the payment of the principal of, premium, if any, and interest on this Bond and that such Holder shall never have the right to require or compel the exercise of any taxing power of the Issuer, the State of Florida, or any political subdivision thereof, to the payment of such principal, premium, if any, and interest. This Bond and the obligation evidenced hereby shall not constitute a lien upon any property of the Issuer, but shall constitute a lien only on, and shall be payable solely from, the Pledged Funds in accordance with the terms of the Resolution. The Issuer may issue additional obligations on parity with the Bonds in accordance with the terms of the Resolution. Neither the members of the Board of County Commissioners of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER 22 16F3 PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FRONT SIDE HEREOF. [This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court of the Twentieth Judicial Circuit of Florida, in and for Collier County, Florida, rendered on .] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Chairman of its Board of County Commissioners and to be countersigned and attested by the manual or facsimile signature of the Clerk of the Board of County Commissioners and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the Date of Original Issue. COLLIER COUNTY, FLORIDA Chalrn~~~mlssloners of Collier County, Florida A'I-TEST: DWIGHT E. BROCK, GLFJIt( Deputv Clerk Clerk of the Board of County Commissioners of Collier County, Florida J test as to 23 16F3 Resolution. CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within-mentioned DATE OF AUTHENTICATION: Registrar By: Authorized Officer 24 16F3 (Provisions on Reverse Side of Bond) The transfer of this Bond is registrable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of $5,000 and any integral multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any exchange or transfer of the Bonds during the 15 days next preceding an interest payment date or, in the case of any proposed redemption of the Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect has occurred. In the event that less than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. 25 16F3 It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. 26 16F ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 27 16F3 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- Custodian for (Cust.) under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. 28 16F3 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. The terms of this Article III shall apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate Bonds. The terms and provisions relating to redemption of Capital Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental Resolution. SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 45 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A) shall be filed with the Paying Agents of such Bonds, (B) shall be mailed first class, postage prepaid, at least 30 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and two or more nationally recognized municipal bond information services. Failure to mail such notice to such depositories or services or the Holders of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Notice of optional redemption of Bonds shall only be sent if the 29 16F3 Issuer determines it shall have sufficient funds available to pay the Redemption Price of and interest on the Bonds called for redemption on the redemption date. Each notice of redemption shall state: (1) the CUSIP numbers of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to surrendered for payment of the Redemption Price at the principal office of the Registrar at an address specified, and (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption. In addition to the mailing of the notice described above, each notice of redemption and payment of the Redemption Price shall meet the following requirements; provided, however, the failure to provide such further notice of redemption or to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above: (A) Each further notice of redemption shall be sent by certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to two or more national information services which disseminate notices of prepayment or redemption of obligations such as the Bonds (such information services now being called Financial Information, Inc.'s "Daily Called Bond Service," Jersey City, New Jersey, Kenny Information Service's "Called Bond Service," New York, New York, Moody's "Municipal and Government," New York, New York and Standard & Poor's "Called Bond Record," New York, New York). (B) Each further notice of redemption shall be sent to such other Person, if any, as shall be required by applicable law or regulation. 30 16F The notice of redemption described in this paragraph need not be given as described above if the Bonds called for redemption are registered pursuant to a book-entry-only system. The Issuer may provide that a notice of redemption may be contingent upon the occurrence of certain condition(s) and that if such condition(s) do not occur, the notice will be rescinded; provided notice of rescission shall be mailed in the manner described above to all affected Bondholders not later than three business days prior to the date of redemption. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of the same interest rate and maturity, and of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancelled by the Registrar and shall not be reissued. 31 16F ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds in accordance with the terms of this Resolution. No Holder of any Bond or any Credit Bank or 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 Issuer except from the Pledged Funds in the manner provided herein. SECTION 4.02. SECURITY FOR BONDS. Except as otherwise provided herein, the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or insurance policy of an Insurer in addition to the security provided herein; and provided further that a Series of Bonds may be secured independently of any other Series of Bonds by the establishment ora separate subaccount in the Reserve Account for such Series of Bonds. Issuers of a Reserve Account Insurance Policy and Reserve Account Letter of Credit shall be secured in accordance with the provisions hereof. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds in accordance with the provisions hereof. The Pledged Funds shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Issuer. Except as otherwise provided by Supplemental Resolution, the obligation of the Issuer to make Hedge Payments to a Counterparty pursuant to a Qualified Hedge Agreement shall be on parity with the Bonds as to lien on and pledge of the Pledged Funds in accordance with the terms hereof (any other payments related to a Qualified Hedge Agreement, including fees, penalties and termination payments and the obligation of the Issuer to collateralize, shall be Subordinated Indebtedness of the Issuer). SECTION 4.03. CONSTRUCTION FUND. The Issuer covenants and agrees to establish a special fund in a bank, trust company or other entity in the State of Florida, which is eligible under the laws of such State to receive funds of the Issuer, to be known as the "Collier County Gas Tax Revenue Bonds Construction Fund," which shall be used only 32 16F for payment of the Cost of the Projects. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a Project in the manner hereinafter provided, shall be held in trust by the Issuer and shall be subject to a lien and charge in favor of the Holders 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 this Resolution, and there may be paid into the Construction Fund, at the option of the Issuer, any moneys received for or in connection with a Project by the Issuer from any other source. The Issuer shall establish within the Construction Fund a separate account for each Project, the Cost of which is to be paid in whole or in part out of the Construction Fund. The "Series 2003 Account" of the Construction Fund is hereby established, from which Costs of the Initial Project shall be paid. The proceeds of insurance maintained pursuant to this Resolution against physical loss of or damage to a Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the appropriate account of the Construction Fund. Any moneys received by the Issuer from the State or from the United States of America or any agencies thereof for the purpose of financing part of the Cost of a Project may be deposited into the appropriate account of the Construction Fund and used in the same manner as other Bond proceeds are used therein; provided that separate accounts or subaccounts may be established in the Construction Fund for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State law. The Issuer covenants that the acquisition, construction and installation of each Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disbursements or payments from the Construction Fund to pay the Cost of a Project upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer Officer, stating with respect to each disbursement or payment to be made: (A) the item number of the payment, (B) the name and address of the Person to whom payment is due, (C) the amount to be paid, (D) the Construction Fund account from which payment is to be made, (E) the purpose, by general classification, for which payment is to be made and that such purpose qualifies for payment from all of the Gas Taxes (or, in the alternative, an Authorized Issuer Officer states that payment of costs associated with such purpose will not violate the Act), and (F) that (1) each obligation, item of cost or expense mentioned therein has been properly incurred, is in payment ora part of the Cost ora 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 Issuer, is a 33 16F3 reimbursement of a part of the Cost of a Project, is a proper charge against the account of the Construction Fund from which payment is to be made, has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous disbursement or payment and the Issuer is entitled to reimbursement thereof. The Clerk shall retain all such certificates of the Authorized Issuer Officers for such period of time as required by applicable law. The Clerk shall make available the documents and/or certificates at all reasonable times for inspection by any Holder of any of the Bonds or the agent or representative of any Holder of any of the Bonds. Notwithstanding any of the other provisions of this Section 4.03, to the extent that other moneys are not available therefor, amounts in an account of the Construction Fund with respect to any Series of Bonds shall be applied to the payment of principal and interest on such Series 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 Governing 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 Issuer shall deposit in the following order of priority any balance of moneys remaining in the Construction Fund in (A) another account of the Construction Fund for 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 hereunder as shall be determined by the Governing Body, provided the Issuer has received an opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds from gross income for purposes of federal income taxation. SECTION 4.04. FUNDS AND ACCOUNTS. The Issuer covenants and agrees to establish with one or more banks, trust companies or other entities in the State of Florida, which is eligible under the laws of such State to receive funds of the Issuer, special funds to be known as the "Collier County Gas Tax Revenue Bonds Revenue Fund", the "Collier County Gas Tax Revenue Bonds Debt Service Fund" and the "Collier County Gas Tax Revenue Bonds Rebate Fund." The Issuer shall maintain in the Revenue Fund two accounts: the "Restricted Revenue Account" and the "Unrestricted Revenue Account." The Issuer shall maintain in the Debt Service Fund four accounts: the "Interest Account," the "Principal Account," the "Bond Amortization Account," and the "Reserve Account." Moneys in the aforementioned funds and accounts, other than the Rebate Fund and the Unrestricted Revenue Account, until applied in accordance with the provisions hereof, shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. 34 16F3 The Issuer may at any time and from time to time appoint one or more depositories to hold, for the benefit of the Bondholders, any one or more of the funds, accounts and subaccounts established hereby. Such depository or depositories shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such funds and accounts as herein set forth, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agent and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law as a depository. SECTION 4.05. DISPOSITION OF GAS TAX REVENUES. (A) The Issuer shall promptly deposit upon receipt from the State the Gas Taxes and any additional gas taxes pledged hereunder pursuant to Supplemental Resolution into the Restricted Revenue Account. The moneys in the Restricted Revenue Account shall be deposited or credited on or before the 25th day of each month, commencing in the month immediately following delivery of any of the Bonds to the purchasers thereof, or such later date as hereinafter provided, in the following manner and in the following order of priority: (1) Interest Account. The Issuer shall deposit or credit to the Interest Account the sum which, together with the balance in said Account, shall equal the interest on all Bonds Outstanding (except as to Capital Appreciation Bonds) accrued and unpaid and to accrue to the end of the then current calendar month. All Hedge Receipts shall be deposited directly to the Interest Account upon receipt. With respect to interest on Bonds which are subject to a Hedge Payment, interest on such Bonds during the term of the Qualified Hedge Agreement shall be deemed to include the corresponding Hedge Payments. Moneys in the Interest Account shall be applied by the Issuer (a) for deposit with the Paying Agents to pay the interest on the Bonds on or prior to the date the same shall become due and (b) for Hedge Payments. The Issuer shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date. With respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, any Hedge Payments due to the Counterparty to such Qualified Hedge Agreement relating to such Bonds shall be paid to the Counterparty to such Qualified Hedge Agreement on a parity basis with the aforesaid required payments into the Debt Service Fund. In computing the interest on Variable Rate Bonds which shall accrue during a calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A) if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the 35 16F} commencement of such calendar month, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation, the Bond Buyer Revenue Bond Index most recently published prior to the commencement of such calendar month. (2) Principal Account. Commencing no later than the month which is one year prior to the first principal due date, the Issuer shall next deposit into the Principal Account the sum which, together with the balance in said Account, shall equal the principal amounts on all Bonds Outstanding due and unpaid and,that portion of the principal next due which would have accrued on such Bonds during the then current calendar month if such principal amounts were deemed to accrue monthly (assuming that a year consists of 12 equivalent calendar months having 30 days each) except for the Amortization Installments to be deposited pursuant to Section 4.05(A)(3) hereof in equal amounts from the next preceding principal payment due date, or, if there be no such preceding payment due date from a date one year preceding the due date of such principal amount. Moneys in the Principal Account shall be applied by the Issuer for deposit with the Paying Agents to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds mature and monthly payments into the Principal Account on account of such Bonds shall commence in the month of the respective Bond Years in which such Bonds mature. The Issuer shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. (3) Bond Amortization Account. Commencing in the month which is one year prior to the first Amortization Installment due date, there shall be deposited to the Bond Amortization Account the sum which, together with the balance in such Account, shall equal the Amortization Installments on all Bonds Outstanding due and unpaid and that portion of the Amortization Installments of all Bonds Outstanding next due which would have accrued on such Bonds during the then current calendar month if such Amortization Installments were deemed to accrue monthly (assuming that a year consists of 12 equivalent calendar months having 30 days each) in equal amounts from the next preceding Amortization Installment due date, or, if there is no such preceding Amortization Installment due date, from a date one year preceding the due date of such Amortization Installment. Moneys in the Bond Amortization Account shall be used to purchase or redeem Term Bonds in the manner herein provided, and for no other purpose. The Issuer shall adjust the amount of the 36 deposit to the Bond Amortization Account on the month immediately preceding any Amortization Installment date so as to provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments becoming due on such date. Payments to the Bond Amortization Account shall be on parity with payments to the Principal Account. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization Installment was established) may be applied by the Issuer, on or prior to the 60th day preceding the due date of such Amortization Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms. Amounts in the Bond Amortization Account which are used to redeem Term Bonds shall be credited against the next succeeding Amortization Installment which shall become due on such Term Bonds. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the 60th day preceding the due date of any such Amortization Installment, the Issuer shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and maturity for which such Amortization Installment was established (except in the case of Term Bonds maturing on a Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The Issuer shall pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the Issuer from the Restricted Revenue Account. (4) Reserve Account. There shall be deposited to the Reserve Account an amount which would enable the Issuer to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto. All deficiencies in the Reserve Account must be made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was caused by decreased market value or withdrawal (whether from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall be applied by the Issuer to the payment of the principal of or 37 16F3 Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond Amortization Account shall be insufficient for such purpose. Whenever there shall be surplus moneys in the Reserve Account by reason of a decrease in the Reserve Account Requirement or as a result of a deposit in the Reserve Account of a Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to the extent practicable, shall be deposited by the Issuer into the Unrestricted Revenue Account. The Issuer shall promptly inform each Insurer of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. Upon the issuance of any Series of Bonds under the terms, limitations and conditions as herein provided, the Issuer shall fund the Reserve Account in an amount at least equal to the Reserve Account Requirement. Such required amount, if any, shall be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments to the Reserve Account over a period of months from the date of issuance of such Series of Bonds, which shall not exceed 36 months. In the event moneys in the Reserve Account are accumulated as provided above, (a) the amount in said Reserve Account on the date of delivery of the Additional Bonds shall not be less than the Reserve Account Requirement on all Bonds Outstanding (excluding the Additional Bonds) on such date, and (b) the incremental difference between the Reserve Account Requirement on all Bonds Outstanding (excluding the Additional Bonds) on the date of delivery of the Additional Bonds and the Reserve Account Requirement on all such Bonds and the Additional Bonds shall be 50% funded upon delivery of the Additional Bonds. Notwithstanding the foregoing provisions, in lieu of or in substitution of the required deposits into the Reserve Account, the Issuer may cause to be deposited into the Reserve Account a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for the benefit of the Bondholders in an amount equal to the difference between the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve Account, if any. The Issuer may also substitute a Reserve Account Insurance Policy and/or Reserve Account Letter of Credit for cash on deposit in the Reserve Account upon compliance with the terms of this Section 4.05(A)(4). Such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall be payable to the Paying Agent (upon the giving of notice as required thereunder) on any Interest Date or redemption date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Resolution and available for such purpose. The issuer providing such Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall be either (a) an insurer whose municipal bond insurance policies insuring the payment, when due, or the principal of and interest on municipal bond issues results in such issues being rated in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus" 38 16F3 of such categories) by two of the Rating Agencies, or (b) a commercial bank, insurance company or other financial institution which has been assigned a rating by two of the Rating Agencies in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus" of such categories). Any Reserve Account Insurance Policy and/or Reserve Account Letter of Credit shall equally secure all Bonds except to the extent a Series of Bonds is secured by a subaccount in the Reserve Account which is pledged solely for the payment of such Series of Bonds as provided in the last paragraph of this Section 4.05(A)(4). If two days prior to an interest or principal payment date, or such other period of time as shall be required by the terms of the Reserve Account Insurance Policy or Reserve Account Letter of Credit, the Issuer shall determine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on the Bonds on such date, the Issuer shall immediately notify (a) the issuer of the applicable Reserve Account Insurance Policy and/or the issuer of the Reserve Account Letter of Credit and submit a demand for payment pursuant to the provisions of such Reserve Account Insurance Policy and/or the Reserve Account Letter of Credit, (b) the Paying Agent, and (c) the Insurer, if any, of the amount of such deficiency and the date on which such payment is due. In the event the Reserve Account contains both a Reserve Account Insurance Policy or Reserve Account Letter of Credit and cash and separate subaccounts have not been established in the Reserve Account, the cash shall be drawn down completely prior to any draw on the Reserve Account Insurance Policy or Reserve Account Letter of Credit. In the event more than one Reserve Account Insurance Policy or Reserve Account Letter of Credit is on deposit in the Reserve Account, amounts required to be drawn thereon shall be done on a pro-rata basis. The Issuer agrees to pay all amounts owing in regard to any Reserve Account Insurance Policy or Reserve Account Letter of Credit from the Pledged Funds. Pledged Funds shall be applied in accordance with this Section 4.05(A)(4), first, to reimburse the issuer of the Reserve Account Insurance Policy or Reserve Account Letter of Credit for amounts advanced under such instruments, second, replenish any cash deficiencies in the Reserve Account, and, third, to pay the issuer of the Reserve Account Insurance Policy or Reserve Account Letter of Credit interest on amounts advanced under such instruments. This Resolution shall not be discharged or defeased while any obligations are owing in regard to a Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Reserve Account. The Issuer agrees not to optionally redeem Bonds unless all amounts owing in regard to a Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the Reserve Account have been paid in full. The Issuermay evidence its obligation to reimburse the issuer ofanyReserve Account Letter of Credit or Reserve Account Insurance Policy by executing and delivering to such 39 16F3 issuer a promissory note therefor; provided, however, any such note (a) shall not be a general obligation of the Issuer the payment of which is secured by the full faith and credit or taxing power of the Issuer, and (b) shall be payable solely from the Pledged Funds in the manner provided herein. Any consent or approval of any Insurer described in this Section 4.05(A)(4) shall be required only so long as there are Outstanding Bonds secured by a Bond Insurance 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 this Section 4.05(A)(4) may include one or more Paying Agents for the Outstanding Bonds. Whenever the amount of cash in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other Accounts of the Debt Service Fund for the payment of the Bonds. The Issuer may also establish a separate subaccount in the Reserve Account for any Series of Bonds and provide a pledge of such subaccount to the payment of such Series of Bonds apart from the pledge provided herein. To the extent a Series of Bonds is secured separately by a subaccount of the Reserve Account, the Holders of such Bonds shall not be secured by any other moneys in the Reserve Account. Moneys in a separate subaccount of the Reserve Account shall be maintained at the Reserve Account Requirement applicable to such Series of Bonds secured by the subaccount; provided the Supplemental Resolution authorizing such Series of Bonds may establish the Reserve Account Requirement relating to such separate subaccount of the Reserve Account at such level as the Issuer deems appropriate. Moneys shall be deposited in the separate subaccounts in the Reserve Account on a pro-rata basis. In the event the Issuer shall maintain a Reserve Account Insurance Policy or Reserve Account Letter of Credit and moneys in such subaccount, the moneys shall be used prior to making any disbursements under such Reserve Account Insurance Policy or Reserve Account Letter of Credit. (5) Unrestricted Revenue Account. The balance of any moneys after the deposits required by Sections 4.05(A)(1) through 4.05(A)(4) hereof may be transferred, at the discretion of the Issuer, to the Unrestricted Revenue Account or any other appropriate fund or account of the Issuer and may be used for any lawful purpose. (B) Whenever moneys on deposit in the Debt Service Fund are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), no further deposits to the Debt Service Fund need 40 16F3 be made. If on any payment date the Gas Tax Revenues are insufficient to deposit the required amount in any of the funds or accounts or for any of the purposes provided above, the deficiency shall be made up on the subsequent payment dates. The Issuer, in its discretion, may use moneys in the Principal Account and the Interest Account to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the Issuer's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. (C) In the event the Issuer shall issue a Series of Bonds secured by a Credit Facility, the Issuer may establish separate subaccounts in the Interest Account, the Principal Account and the Bond Amortization Account to provide for payment of the principal of and interest on such Series; provided payment from the Pledged Funds of one Series of Bonds shall not have preference over payment of any other Series of Bonds. The Issuer may also deposit moneys in such subaccounts at such other times and in such other amounts from those provided in Section 4.05(A) as shall be necessary to pay the principal of and interest on such Bonds as the same shallbecome due, all as provided by the Supplemental Resolution authorizing such Bonds. In the case of Bonds secured by a Credit Facility, amounts on deposit in the Debt Service Fund may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of, premium, if any, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the holders thereof for payment; provided such Credit Facility shall have no priority over Bondholders or an Insurer to amounts on deposit in the Debt Service Fund. Other payments due to a Credit Bank in relation to obligations arising under its Credit Facility may be on parity with the Bonds as to source of and security for payment to the extent provided in the Supplemental Resolution relating thereto. SECTION 4.06. REBATE FUND. Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Issuer) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. For any Series of Bonds for which the rebate requirements of Section 148(f) of the Code are applicable, the Issuer agrees to undertake all actions required of it in its arbitrage certificate related to such Series of Bonds, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; 41 (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.06 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificate may be amended without the consent of any Holder, Credit Bank or Insurer from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 4.07. INVESTMENTS. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund, other than the Reserve Account, may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such fund or account. Moneys on deposit in the Reserve Account may be invested or reinvested in Authorized Investments which shall mature no later than ten years from the date of investment. All investments shall be valued at cost; provided, that the amounts on deposit in the Reserve Account shall be valued at the market price thereof. Investments in the Reserve Account shall be valued by the Issuer on an amount basis of March 1 of each year. Any and all income received by the Issuer from the investment of moneys in each account of the Construction Fund, the Interest Account, the Restricted Revenue Account and the Reserve Account (to the extent such income and the other amounts in the Reserve Account does not exceed the Reserve Account Requirement applicable thereto), shall be retained in such respective Fund or Account. Any and all income received by the Issuer from the investment of moneys in the Reserve Account (only to the extent such income and other amounts in the Reserve Account exceeds the Reserve Account Requirement), the Principal Account and the Bond Amortization Account shall be deposited in the Interest Account. Nothing contained in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. 42 SECTION 4.08. SEPARATE ACCOUNTS. The moneys required to be accounted for in each of the foregoing funds, accounts and subaccounts established herein may be deposited in a single, non- exclusive bank account, and funds allocated to the various funds, accounts and subaccounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds, accounts and subaccounts as herein provided. The designation and establishment of the various funds, accounts and subaccounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. 43 16F} ARTICLE V SUBORDINATED INDEBTEDNESS, ADDITIONAL BONDS, AND COVENANTS OF ISSUER SECTION 5.01. SUBORDINATED INDEBTEDNESS. The Issuer will not issue any other obligations, except under the conditions and in the manner provided herein, payable from the Pledged Funds (or any portion thereof) or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The Issuer may at any time or from time to time issue evidences of indebtedness payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of such Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by this Resolution. The Issuer shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to Section 5.02 hereof. The Issuer agrees to pay promptly any Subordinated Indebtedness as the same shall become due. SECTION 5.02. ISSUANCE OF ADDITIONAL BONDS. No Additional Bonds, payable on a parity with the Bonds then Outstanding pursuant to this Resolution, shall be issued except upon the conditions and in the manner herein provided. The Issuer may issue one or more Series of Additional Bonds for any one or more of the following purposes: (i) financing the Cost of a Project, or the completion thereof, or (ii) refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the Issuer. No such Additional Bonds shall be issued unless the following conditions are complied with: (A) Except as otherwise provided in Section 5.02(G) hereof, there shall have been obtained and filed with the Issuer a statement of an Authorized Issuer Officer: (1) stating that the books and records of the Issuer relating to the Gas Tax Revenues and Investment Earnings have been examined by him; (2) setting forth the amount of the Gas Tax Revenues and Investments Earnings which have been received by the Issuer during any 12 consecutive months designated by the Issuer 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 44 16F , Service on all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made. (B) In the event the Issuer, by Supplemental Resolution, extends the pledge of the Gas Tax Revenues created pursuant to this 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 Section 5.02(A) hereof, then for the purposes of determining whether there are sufficient Gas Tax Revenues to meet the coverage test specified in Section 5.02(A) hereof, 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 Section 5.02(A) hereof is made and such additional gas tax will remain in effect at least until the final maturity of the Bonds Outstanding at the time of issuance of the Additional Bonds. (C) In the event the Issuer shall enter into any agreement relating to, or any amendment of, the Interlocal Agreements adjusting the Issuer'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 Section 5.02(A) hereof, then for the purpose of determining whether there are sufficient Gas Tax Revenues to meet the coverage test specified in Section 5.02(A) hereof, the Authorized Issuer Officer shall adjust the amount of Gas Tax Revenues which were received during the applicable 12 consecutive month period to reflect the amount of Gas Tax Revenues the Issuer would have received over such 12 consecutive month period had the Issuer's share of Gas Tax Revenues been distributed based on its new proportionate share. (D) For the purpose of determining the Debt Service under this Section 5.02, the interest rate on additional parity Variable Rate Bonds then proposed to be issued shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (E) For the purpose of determining the Debt Service under this Section 5.02, the interest rate on Outstanding Variable Rate Bonds shall be deemed to be (1) if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the date of sale of such Additional Bonds, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, or (2) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of sale of such Additional Bonds, the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. 45 16F.3 (F) Additional Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and all other covenants and other provisions of this Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and securing of the Holders of all Bonds issued pursuant to this Resolution. Except as provided in Sections 4.02 and 4.05 hereof, all Bonds regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other. (G) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of this Section 5.02 hereof shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of aggregate debt service. The conditions of Section 5.02(A) hereof shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. (H) So long as any Outstanding Bonds are insured by Ambac Assurance Corporation, the Issuer will not issue any Variable Rate Bonds without the written consent of Ambac Assurance Corporation. SECTION 5.03. BOND ANTICIPATION NOTES. The Issuermayissue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by resolution of the Issuer. SECTION 5.04. ACCESSION OF SUBORDINATED INDEBTEDNESS TO PARITY STATUS WITH BONDS. The Issuer may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if (A) the Issuer shall meet all the requirements imposed upon the issuance of Additional Bonds by Section 5.02 hereof, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds, and (B) the Reserve Account, upon such accession, shall contain an amount equal to the Reserve Account Requirement in accordance with Section 4.05(A)(4)hereof. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution. SECTION 5.05. BOOKS AND RECORDS. The Issuer will keep books and records of the receipt of the Gas Tax Revenues in accordance with generally accepted accounting principles, and any Credit Bank, Insurer, or Holder or Holders of Bonds shall 46 have the right at all reasonable times to inspect the records, accounts and data of the Issuer relating thereto. SECTION 5.06. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the financial statements of the Issuer to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in accordance with applicable law. The annual financial statement shall be prepared in conformity with generally accepted accounting principles consistently applied. A copy of the audited financial statements for each Fiscal Year shall be furnished to each Credit Bank or Insurer. The Issuer shall be permitted to make a reasonable charge for furnishing such audited financial statements. SECTION 5.07. NO IMPAIRMENT. The pledging of the Pledged Funds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the Governing Body, except as otherwise provided herein. SECTION 5.08. COLLECTION OF GAS TAX REVENUES. The Issuer covenants to do all things necessary on its part to maintain its eligibility to receive the full amount of Gas Tax Revenues which are required by the Act. The Issuer will proceed diligently to perform legally and effectively all steps required on its part in the levy and collection of Gas Tax Revenues and shall exercise all legally available remedies to enforce such collections now or hereafter available under State law. SECTION 5.09. COVENANTS WITH CREDIT BANKS AND INSURERS. The Issuer may make such covenants as it may, in its sole discretion, determine to be appropriate with any Insurer, Credit Bank or other financial institution that shall agree to insure or to provide for Bonds of any one or more Series credit or liquidity support that shall enhance the security or the value of such Bonds. Such covenants may be set forth in the applicable Supplemental Resolution and shall be binding on the Issuer, the Registrar, the Paying Agent and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution, provided such covenants shall not diminish the security for any of the Bonds Outstanding. SECTIONS.10. FEDERAL INCOME TAX COVENANTS; TAXABLE BONDS. The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds), that it shall not use the proceeds of such Series ofB onds in any manner which would cause the interest on such Series of Bonds to be or become includable in gross income for purposes of federal income taxation. 47 16F3 The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on such Series of Bonds to become includable in gross income for purposes of federal income taxation. The Issuer hereby covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the interest on which is (or may be) includable in the gross income of the Holder thereof for federal income taxation purposes, so long as each Bond of such Series states in the body thereof that interest payable thereon is (or may be) subject to federal income taxation and provided that the issuance thereof will not cause the interest on any other Bonds theretofore issued hereunder to be or become subject to federal income taxation. The covenants set forth in this Section 5.10 shall not apply to any Taxable Bonds. 48 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default": (A) Default shall be made in the payment of the principal of Amortization Installment, redemption premium or interest on any Bond when due. In determining whether a payment default has occurred, no effect shall be given to payment made under a Bond Insurance Policy. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. (C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 90 days after written notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursue s such action until default has been corrected; provided, however, no such curative action shall exceed 90 days without the prior written consent of the Insurers. SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver shall 49 16F3 have the right to declare the Bonds immediately due and payable without the consent of any affected Insurers. The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding (or any Insurer insuring any then Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any such direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 6.02 to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. No Event of Default 50 may be waived without the consent of each Insurer, which has honored all its obligations under its Bond Insurance Policy. SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all Pledged Funds (except as for amounts in the subaccounts, if any, of the Reserve Account which shall be applied to the payment of the Series of Bonds for which they were established) as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver, Registrar and Paying Agent hereunder; and B. To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds (provided such payments are made in accordance with applicable law), as follows; (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution. 51 16F3 (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. above. To the payment of all amounts owed to the Insurers not covered by A or B SECTION 6.07. CONTROL BY INSURER. To the extent an Insurer makes any payment of principal of or interest on Bonds in accordance with its Bond Insurance Policy, such Insurer shall become subrogated to the rights of the recipients of such payments in accordance with the terms of its Bond Insurance Policy. Upon the occurrence and continuance of an Event of Default, an Insurer of a Series of Bonds, if such Insurer shall not be in payment default under its Bond Insurance Policy, shall be deemed to be the sole owner of such Bonds for purposes of(A) directing and controlling the enforcement of all rights and remedies with respect to such Series of Bonds, including any waiver of an Event of Default and removal of any trustee, and (B) exercising any voting right or privilege or giving any consent or direction or taking any other action that the Holders of such Bonds are entitled to take pursuant to this Article VI hereof. No provision expressly recognizing or granting rights in or to an Insurer shall be modified without the consent of such Insurer. An Insurer's rights under this Section 6.07 shall be suspended during any period in which such Insurer is in default in its payment obligations under its Bond Insurance Policy (except to the extent of amounts previously paid by such Insurer and due and owing to such Insurer) and shall be of no force or effect if its Bond Insurance Policy is no longer in effect or if the Insurer asserts that its Bond Insurance Policy is not in effect or if the Insurer waives such rights in writing. The rights granted to an Insurer under this Section 6.07 are granted in consideration of such Insurer issuing its Bond Insurance Policy. The Issuer shall provide each Insurer immediate notice of any Event of Default described in Section 6.01 (A) hereof and notice of any other Event of Default occurring hereunder within five days of the occurrence thereof. Each Insurer of any Bonds hereunder shall be considered a third-party beneficiary to the Resolution with respect to such Bonds. 52 16F3 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A) To cure inconsistent provisions hereunder. any ambiguity or formal defect or omission or to correct any in this Resolution or to clarify any matters or questions arising (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions o fthis Resolution other conditions, limitations and restrictions thereafter to be observed. (D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (E) To specify and determine the matters and things referred to in Sections 2.01, 2.02 or 2.09 hereof, including the issuance of Additional Bonds, and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of such Bonds. (F) To authorize Additional Projects or to change or modify the description of the Initial Project or any Additional Project. (G) To specify and determine matters necessary or desirable for the issuance of Capital Appreciation Bonds or Variable Rate Bonds. 53 16F (H) To provide for the establishment of a separate subaccount or subaccounts in the Reserve Account which shall independently secure one or more Series of Bonds issued hereunder. (I) To revise the procedures provided in Section 4.05(A)(4) hereof pursuant to which moneys are drawn on a Reserve Account Insurance Policy or Reserve Account Letter of Credit and moneys are reimbursed to the provider of such Policy or Letter of Credit. (J) To add additional gas taxes to Gas Tax Revenues. (K) To make any other change that, in the opinion of the Issuer, would not materially adversely affect the security for the Bonds. In making such determination, the Issuer shall not take into consideration any Bond Insurance Policy. SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND INSURER'S CONSENT. Subject to the terms and provisions contained in this Section 7.02 and Section 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. Any Supplemental Resolution which is adopted in accordance with the provisions of this Section 7.02 shall also require the written consent of the Insurer of any Bonds which are Outstanding at the time such Supplemental Resolution shall take effect. No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Pledged Funds other than the lien and pledge created by this Resolution or except as otherwise permitted or provided hereby which materially adversely affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds (except as to the establishment of separate subaccounts in the Reserve Account provided in Section 4.05(A)(4) hereof), or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein 54 16F3 contained, however, shall be construed as making necessary the approval by Bondholders or the Insurer of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.02. Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.02, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. 55 16F3 SECTION 7.03. AMENDMENT WITH CONSENT OF INSURER ONLY. For purposes of amending this Resolution pursuant to Section 7.02 hereof, an Insurer of Bonds shall be considered the Holder of such Bonds which it has insured, provided such Bonds, at the time of the adoption o£the amendment, shall be rated by the Rating Agencies which shall have rated such Bonds at the time such Bonds were insured no lower than the ratings assigned thereto by such Rating Agencies on such date of being insured. The consent of the Holders of such Bonds shall not be required if the Insurer of such Bonds shall consent to the amendment as provided by this Section 7.03. At least 15 days prior to adoption of any amendment made pursuant to this Section 7.03, notice of such amendment shall be delivered to the Rating Agencies rating the Bonds. Upon filing with the Clerk of evidence o£ such consent the Insurer or Insurers as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same manner as notices of an amendment under Section 7.02 hereof. 56 16F3 ARTICLE VIII MISCELLANEOUS SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Series of Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, and the Issuer shall pay all amounts owing to any issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy and all amounts owing to any Insurer, then the pledge of the Pledged Funds, and all covenants, agreements and other obligations of the Issuer to the holders of such Bonds, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to the Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this Section 8.01 if(A) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount that the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or Redemption Price, if applicable, or interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption; provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new 57 16F3 Refunding Securities and moneys are sufficient to pay the principal of or Redemption Price, if applicable, and interest on the refunded Bonds. For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or the redemption date thereof, as the case may be, by the deposit of moneys, or specified Refunding Securities and moneys, if any, in accordance with this Section 8.01, the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than the Maximum Interest Rate for any period, the total amount of moneys and specified Refunding Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to satisfy this Section 8.01, such excess shall be paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or otherwise existing under this Resolution. In the event the Bonds for which moneys are to be deposited for the payment thereof in accordance with this Section 8.01 are not by their terms subject to redemption within the next succeeding 60 days, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of or Redemption Price, if applicable, and interest on said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 8.01. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. In the event that the principal of or Redemption Price, if applicable, and interest due on the Bonds shall be paid by an Insurer or Insurers, such Bonds shall remain Outstanding, shall not be defeased and shall not be considered paid by the Issuer, and the pledge of the Pledged Funds and all covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers shall be subrogated to the rights of such Bondholders. 58 16F3 SECTION 8.02. CAPITAL APPiRECIATION BONDS. For the purposes of (A) receiving payment of the Redemption Price ifa Capital Appreciation Bond is redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond if the principal of all Bonds becomes due and payable under the provisions of this Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. SECTION 8.03. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 8.04. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 8.05. VALIDATION AUTHORIZED. To the extent deemed necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of the Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION8.06. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. Resolution No. 2003-82 adopted on February 11, 2003 is hereby repealed. Resolution No. 2003-83 which supplemented Resolution No. 2003-82 is in full force and effect and is hereby reaffirmed. Such Resolution No. 2003-83 shall supplement this Resolution. All references in Resolution No. 2003-83 to "Resolution" shall be to this Resolution. Exhibit A to this Resolution shall be the same as Exhibit A to Resolution No. 2003-82. 59 16F} SECTION 8.07. EFFECTIVE DATE. immediately upon its adoption. This Resolution shall take effect DULY ADOPTED, in Regular Session this 25th day of February, 2003. Clerk It~st as ~ APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Chairman 60 16F3 EXHIBIT A DESCRIPTION OF INITIAL PROJECT A-1 Collier County, Florida Road Project List 16F3 Collier Blvd (Davis to US41) Goodlette Frk (PRR-GGPKWY) Immokalee Rd, CR951/43rd Ave NE GG PKWY, 6 lane Airport/Santa Bar East/West Livingston Rd, US41/Livingston Livingston Rd, GGP/PRR County Barn Road Pine Ridge Road Goodlette Rd, 4 lane PRR/Vanderbilt Imm Rd/Oil Well to SR29 Logan Blvd PRR-Immk Livingston RdExtension VBR (Collier-Wilson Blvd Rattlesnake Polly to CR95 l Advanced ROW Major Reconstmction/Resurfacing North 1 l th Street Livingston Rd, PPR/Imm (CR 862 to CR 896) Santa Barbara, 6 lane Davis/PRR GG Blvd, 4 lane CR951/Wilson Blvd Vanderbilt Bch, 4 lane Airport/CR951 Radio Rd, 4 lane Santa Bar/SR84 Radio Rd, 6 laning, Airport/Livingston Radio Rd, 6 laning, Livingston/Santa Barbara NN MSTU Rd (Livingston Rd, Imm - Lee Co line) CR951,4 lane GGB/Imm Rd Immokalee Rd, 6 lane US41/I-75 13 Street Improvements Immokalee Rd 75-CR951 Airport Rd/Enterprise Ave Inter. Impr. Collector/Minor Arterial Rds Santa BB Davis-Rattlesnake Goodlette Frk VBR - Immk Vanderbilt Drive Wigg-BBR Green Blvd Ext Liv-SBB Collier Blvd GBB-Green Green Blvd Sunshine - SBB SR Davis 84 Intersection Pine Ridge Rd Logan-Collier Wilson Blvd-Immk~GGB Golden Gate Blvd Wilson-Everglades Collier Blvd - Davis-GGPKWY GGPKWY US41-Goodlette $102,125,000 COLLIER COUNTY, FLORIDA Gas Tax Revenue Bonds, Series 2003 PURCHASE CONTRACT 16F February 28, 2003 Board of County Commissioners of Collier County, Florida 3301 Tamiami Trail East Naples, Florida 33941-3044 Ladies and Gentlemen: The undersigned, Morgan Stanley & Co. Incorporated (the "Senior Managing Underwriter"), on behalf of itself, A.G. Edwards & Sons, Inc. and Raymond James & Associates, Inc. (collectively, the "Underwriters"), offers to enter into this Purchase Contract with the Board of County Commissioners of Collier County, Florida (the "Issuer" or the "County"), subject to written acceptance hereof by the Issuer at or before 5:00 p.m., New York time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Senior Managing Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. All capitalized undefined terms in this Purchase Contract shall have the meaning ascribed to them in the hereinafter defined Resolution. 1. Purchase and Sale. Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriters, jointly and severally, hereby agree to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of the $102,125,000 aggregate principal amount of the Collier County, Florida Gas Tax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"). The Series 2003 Bonds shall be dated as of the date of their delivery, and shall be payable in the years and principal amounts, bear such rates of interest, be subject to redemption, and shall have such costs of issuance, all as set forth in Exhibit A attached hereto. Interest on the Series 2003 Bonds is payable semi-annually on June I and December I of each year commencing June 1, 2003. The purchase price for the Series 2003 Bonds shall be $106,368,573.94 (representing the par amount of the Series 2003 Bonds of $102,125,000, plus a net original issue premiumof $4,703,130.05 and less an Underwriters' discount of $459,556.11). The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B. Pursuant to Resolution No. 2003-89 adopted by the Board of County Commissioners of the County (the "Board") on February 25, 2003, as supplemented (collectively, the "Resolution"), the Series 2003 Bonds are payable from and secured by a lien upon the proceeds of the Gas Tax Revenues, and distributed to the County under the Act and certain other amounts as described in the Resolution (collectively, the "Pledged Funds"). Capitalized undefined terms shall have the meaning ascribed thereto in the Resolution. Additionally, payment of the principal of and interest on the Series 2003 Bonds, when due, will be insured by a financial guaranty insurance policy issued by Ambac Assurance Corporation (the "Insurer") simultaneously with the delivery of the Series 2003 Bonds, and the Insurer will issue a Reserve Account Insurance Policy to be deposited in the Reserve Account. 16F3 The Series 2003 Bonds are being issued for the purpose of providing funds, together with other legally available funds of the County, to (i) finance the costs of acquisition, construction, and reconstruction of roads and bridges and other transportation improvements within the County as more specifically described in the plans and specifications on file or to be on file with the County, with such changes, deletions, additions or modifications to the enumerated improvements, equipment and facilities, or such other improvements, as approved by the Board of County Commissioners of the County in accordance with the Act (collectively, the "Initial Project"), and (ii) · ' refund, on a current basis, all of the County's outstanding Road Improvement Revenue Bonds, Series 1995 (the "Prior Bonds""), as further described herein, (iii) fund a deposit into the Reserve Account, and (iv) pay certain costs of issuance of the Series 2003 Bonds, including the municipal bond insurance premium and the Reserve Account Insurance Policy premium. 2. Delivery of Official Statement and Other Documents. (a) Prior to the date hereof, the Issuer has provided to the Underwriters for their review the Preliminary Official Statement dated February 14, 2003 that the Issuer deemed "final" (as defined in Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") as of its date (the "Preliminary Official Statement"), except for certain permitted omissions (the "Permitted Omissions"), as contemplated by the Rule in connection with the pricing of the Series 2003 Bonds. The Underwriters have reviewed the Preliminary Official Statement prior to the execution of this Purchase Contract. The Issuer hereby confirms that the Preliminary Official Statement was "final" (as defined in the Rule) as of its date, except for the permitted Omissions. (b) The Issuer shall deliver, or cause to be delivered, at its expense, to the Underwriters within seven (7) business days after the date hereof or within such shorter period as may be requested by the Underwriters, and at least three (3) business days prior to the date the Series 2003 Bonds are delivered to the Underwriters, or within such other period as may be prescribed by the Municipal Securities Rulemaking Board CMSRB") in order to accompany any confirmation that requests payment from any customer (i) sufficient copies of the final Official Statement (the "Official Statement") to enable the Underwriters to fulfill their obligations pursuant to the securities laws of Florida and the United States, in form and substance satisfactory to the Underwriters, and (ii) an executed original counterpart or certified copy of the Official Statement and the Resolution. In determining whether the number of copies to be delivered by the Issuer are reasonably necessary, at a minimum, the number shall be sufficient to enable the Underwriters to comply with the requirements of Rule 15c2-12, all applicable rules of the MSRB, and to fulfill its duties and responsibilities under Florida and federal securities, laws generally. The Underwriters agree to file the Official Statement with at least one Nationally Recognized Municipal Securities Information Repository ("NRMSIR") which has been so designated by the Securities and Exchange Commission pursuant to Rule 15c2-12 and with the MSRB (accompanied by a completed Form G-36) not later than two (2) business days after March 13, 2003 (the "Closing"), and will furnish a list of the names and addresses of each such NRMSIR receiving a copy to the Issuer. The filing of the Official Statement with each such NRMSIR shall be in accordance with the terms and conditions applicable to such NRMSIR. The Issuer authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Official Statetaent and the Official Statement in connection with the public offering and sale of the Series. 2003 Bonds. The Underwriters agree that they will not confirm the sale of any Series 2003 Bonds unIess the confirmation of sale requesting 16F3 payment is accompanied or preceded by the delivery of a copy of the Official Statement. The Senior Managing Underwriter shall notify the Issuer of the occurrence of the "end of the underwriting period," as such term is defined in the Rule, on the date which is one day thereafter, and of the passage of the date after which the Underwriters no longer remain obligated to deliver Official Statements pursuant to paragraph Co)(4) of the Rule on the date which is one day thereafter. (c) From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person from a NRMSIR (but in no case less than 25 days following the end of the underwriting period), if any event occurs which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Senior Managing Underwriter and if, in the reasonable opinion of the Issuer or the reasonable opinion of the Senior Managing Underwriter, such event requires the preparation and publication of an amendment or supplement to the Official Statement, the Issuer, at its expense, promptly will prepare an appropriate amendment or supplement thereto (and file or cause to be filed, the same with each NRMSIR having the Official Statement on file, with the MSRB if the MSRB is requiring or permitting the filing of continuing disclosure information, and mail such amendment or supplement to each record owner of Series 2003 Bonds) so that the statements in the Official Statement as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Senior Managing Underwriter. The Issuer will promptly notify the Senior Managing Underwriter of the occurrence of any event of which it has knowle, dge, which, in its opinion, is an event described in the preceding sentence. The amendments or supplements that may be authorized for use with respect to the Series 2003 Bonds are hereinafter included within the term "Official Statement." 3. Authority of the Senior Managing Underwriter. The Senior Managing Underwriter has been duly authorized to execute this Purchase Contract and has been duly authorized to act hereunder by and on behalf of the other Underwriters. 4. Public Offering. The Underwriters agree to make a bona fide offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) of all of the Series 2003 Bonds at not in excess of the initial public offering price or prices (or not below the yields) set forth on the cover page of the Official Statement. If such public offering does not result in the sale of all the Series 2003 Bonds, the Underwriters may offer and sell the Series 2003 Bonds to certain bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers at prices lower than the public offering prices set forth on the cover page of the Official Statement. The Senior Managing Underwriter does hereby certify that at the time of the execution of this Purchase Contract, based upon prevailing market conditions, it does not have any reason to believe that any of the Series 2003 Bonds will be initially sold to the public (excluding such bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices in excess of the prices, or yields below the yields, set forth on the cover page of the Official Statement. At the Closing, the Senior Managing Underwriter shall deliver to the Issuer a certificate, on behalf of the Underwriters, in a form reasonably acceptable to Bond Counsel, to the effect that (~) all of the Series 2003 Bonds have been the subject of an initial offering to the public as herein provided, and (ii) not less than 10% of each maturity of the Series 2003 Bonds were sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at initial offering prices not greater than the respective prices, or yields not below the respective yields, shown on the cover page of the Official Statement, and as to such ]6F3 other matters required in order to enable Bond Counsel to render its opinion as to the exclusion from gross income for federal income tax purposes of interest on the Series 2003 Bonds. The Issuer hereby authorizes the Underwriters to use the forms or copies of the Resolution and the Official Statement and the information contained therein in connection with the public offering and sale of the Series 2003 Bonds and ratifies and confirms its authorization of the distribution and use by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with such public offering and sale. 5. Security Deposit. The Senior Managing Underwriter has delivered herewith to the Issuer a check for $1,044,850 (One Million Forty-Four Thousand Eight Hundred and Fifty Dollars) (which sum represents not less than 1% of the purchase price of the Series 2003 Bonds) payable to the order of the Issuer. In the event that the Issuer does not accept this offer, such check shall be immediately returned to the Senior Managing Underwriter. If the offer made hereby is accepted, the Issuer agrees to hold this check uncashed until the Closing as security for the performance by the Underwriters of their obligation to accept and pay for the Series 2003 Bonds at the Closing, and, in the event of their compliance with such obligation, such check shall be returned to the Senior Managing Underwriter at the Closing. In the event of the Issuer's failure to deliver the Series 2003 Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions of Closing contained herein, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Contract (other than resulting from a failure to deliver the certificate required by Paragraph 4 hereof), such check shall be immediately returned to the Senior Managing Underwriter and such return shall constitute a full release and discharge of all claims by the Underwriters arising out of the transactions contemplated hereby. In the event that the Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Series 2003 Bonds at the Closing (as hereinafter defined), or if this Purchase Contract is terminated because of the failure of the Underwriters to deliver the certificate required by Paragraph 4 hereof, such check shall be retained by the Issuer as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters and such retention shall constitute a full release and discharge of all claims by the Issuer against the Underwriters arising out of the transactions contemplated hereby. 6. Issuer Representations, Warranties, Covenants and Agreements. The Issuer represents and warrants to and covenants and agrees with each of the Underwriters that, as of the date hereof and as of the date of the Closing: (a) The Issuer is a political subdivision of the State of Florida (the "State"), duly organized and validly existing pursuant to the Constitution and laws of the State and is authorized and empowered by law to issue, sell and deliver the Series 2003 Bonds to the Underwriters as described herein; to provide funds to (i) finance the costs of acquisition, construction, and reconstruction of the Initial Project, (ii) refund, on a current basis, all of the Prior Bonds, and (iii) pay certain costs of issuance of the Series 2003 Bonds, including the financial guaranty insurance premium and the Reserve Account Insurance Policy premium; to accept this Purchase Contract; to adopt the Resolution; to enact the Ordinance; to execute the Interlocal Agreements; to execute the Continuing Disclosure Certificate dated the date of delivery of the Series 2003 Bonds (or-such other date as determined by the Issuer) (the "Continuing Disclosure Certificate"), the Guaranty Agreement dated the date of delivery of the Series 2003 Bonds (or such other date as determined by the Issuer) between the Issuer and the Insurer (the "Reserve Account Insurance Policy Agreement"), the Escrow Deposit Agreement dated the date of delivery of the Series 2003 Bonds (or such other date as determined by the Issuer) between the Issuer and Fifth Third Bank, Cincinnati, Ohio, as Escrow Agent thereunder (the "Escrow Agreement") and the Official Statement; and to carry out and consummate all other transactions contemplated by the Official Statement and by each of the aforesaid documents, agreements, resolutions and ordinances. 16F3 (b) By official action of the Issuer taken prior to or concurrently with the acceptance hereof, the Issuer has duly adopted the Resolution, duly enacted the Ordinance, the Resolution and the Ordinance are in full force and effect and have not been amended, modified or rescinded; the Issuer has duly authorized and approved the execution and delivery of, and the performance by the Issuer of its obligations contained in the Series 2003 Bonds, the Interlocal Agreements, the Continuing Disclosure Certificate, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and this Purchase Contract; and the Issuer has duly authorized and approved the performance by the Issuer of its obligations contained in the Resolution, the Ordinance, the Interlocal Agreements, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and the Continuing Disclosure Certificate, and the consummation by it of all other transactions contemplated by the Resolution, the Official Statement, the Continuing Disclosure Certificate, the Escrow Agreement, the Reserve Account Insurance Policy Agreement, and this Purchase Contract to have been performed or consummated at or prior to the date of Closing, and the Issuer is in compliance with the provisions of the Resolution. (c) When delivered to and paid by the Underwriters in accordance with the terms of this Purchase Contract and the Resolution, the Series 2003 Bonds will have been duly and validly authorized, executed, issued and delivered and will constitute legal, valid and binding limited obligations of the Issuer enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies and to general principles of equity, and will be entitled to the benefits of the Resolution. (d) The Issuer is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the Issuer; and the execution and delivery of the Series 2003 Bonds, the Continuing Disclosure Certificate, the Interlocal Agreements, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and this Purchase Contract and the adoption of the Resolution, the enactment of the Ordinance, and compliance with the provisions on the County's part contained in each, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the County or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or the assets of the Issuer under the terms of any such law, regulation or instrument, except as provided or permitted by the. Series 2003 Bonds and the Resolution. (e) The Issuer neither is nor has been in default any time after December 31, 1975, as to principal or interest with respect to an obligation issued by the Issuer, except for certain industrial development bonds, if any, the disclosure of which the Issuer believes in good faith would not be material to a reasonable investor in connection with the Series 2003 Bonds, as provided in Section 517.051, Florida Statutes. 5 16F.3 (0 All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the financial condition of the Issuer or the due performance by the Issuer of its obligations under this Purchase Contract, the Resolution, the Ordinance, the Interlocal Agreements, the Continuing Disclosure Certificate, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and the Series 2003 Bonds have been, or prior to the Closing will have been, duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2003 Bonds or approvals, consents and orders: (i) described in the Official Statement as not having been obtained, or (ii) not of material significance to the Initial Project or the issuance of the Series 2003 Bonds or customarily granted in due course after application therefor and expected to be obtained without material difficulty or delay. (g) The Series 2003 Bonds, when issued, authenticated and delivered in accordance with the Resolution and sold to the Underwriters as provided herein and in accordance with the provisions of the Resolution, will be legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms and the terms of the Resolution, and the Resolution will provide, for the benefit of the holders from time to time of the Series 2003 Bonds, a legally valid and binding security interest in and to the Pledged Funds, subject to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth therein. (h) The Preliminary Official Statement was, as of the date thereof, and the Official Statement, at all times subsequent hereto up to and including the date of the Closing will be, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact which is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, any amendments or supplements to the Official Statement prepared and furnished by the Issuer pursuant hereto wi]] not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) The County has reviewed the information in the Preliminary Official Statement and in the Official Statement, and although it has undertaken no specific, independent investigation other than reviewing such information and based upon the general knowledge of the Issuer, the Initial Project and the records of the Issuer, no facts have come to the Issuer's attention that would lead the Issuer to believe that the information in the Preliminary Official Statement and in the Official Statement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (j) The Series 2003 Bonds, the Resolution, the Ordinance, the Interlocal Agreements, and the Continuing Disclosure Certificate conform in all material respects to the descriptions thereof contained in~ the Preliminary Official Statement and the Official Statement. (k) Except as contemplated by the Preliminary Official Statement and the Official Statement, since September 30, 2001 the Issuer will not have incurred any material liabilities, direct or contingent, or entered into any material transaction, in each case other than in the ordinary course of its business which has had a material adverse impact on the 16F3 County, and there shall not have been any material adverse change in the condition, financial or otherwise, of the Issuer or its properties or other assets. (1) Except as disclosed in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, government agency or public board or body, pending or, to the best knowledge of the Issuer, threatened, against or affecting the Issuer or the titles of its officers to their respective offices, or which may affect or which seeks to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2003 Bonds or the collection of the Pledged Funds pledged to pay the principal of and interest on the Series 2003 Bonds, or which seeks to prohibit, restrain or enjoin the acquisition, equipping and/or improvement of the Initial Project, or which in any way contests or affects the validity or enforceability of the Series 2003 Bonds, the Resolution, the Ordinance, the Interlocal Agreements, this Purchase Contract, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and the Continuing Disclosure Certificate, or any of them, or which seeks to prohibit, restrain, or enjoin the acquisition, equipping and/or improvement of the Initial Project, or which may result in any material adverse change in the business, properties, other assets or financial condition of the Issuer or contests the tax-exempt status of the interest on the Series 2003 Bonds as described in the Preliminary Official Statement and the Official Statement, or which contests in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or which contests the power of the Issuer or any authority or proceedings for the issuance, sale or delivery of the Series 2003 Bonds or this Purchase Contract, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Series 2003 Bonds, the Resolution, the Ordinance, the Interlocal Agreements, the Continuing Disclosure Certificate, the Escrow Agreement, the Reserve Account Insurance Policy Agreement or this Purchase Contract. (m) The Issuer will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters as the Underwriters may reasonably request in order (i) to qualify the Series 2003 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and/or (ii) to determine the eligibility of the Series 2003 Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2003 Bonds; provided that the Issuer shall not be obligated to take any action that would subject it to the general service of process in any state where it is not now so subject and any expense related to the foregoing shall be borne by the Underwriters. (n) The Issuer will advise the Underwriters promptly of any proposal to amend or supplement the Official Statement and will not effect any such amendment or supplement without the consent of the Underwriters. The Issuer will advise the Underwriters promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Series 2003 Bonds. (o) The Issuer has never been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. (p) Other than as disclosed in the Official Statement and the Preliminary Official Statement, the Issuer has never failed to comply with any agreement to provide continuing disclosure information pursuant to the Rule. (q) Relating to outstanding debt of the Issuer, there is not an unfunded materially significant arbitrage rebate liability of the Issuer owing the Internal Revenue Service. (r) The County has the authority to reconstruct, own and operate the Initial Project. acquire, improve, equip, construct, (s) Except as disclosed in the Preliminary Official Statement, the County has never failed to take all action required to be taken by it pursuant to the Act in order to remain eligible to receive the Gas Tax Revenues. 7. The Closing. At 9:00 a.m., New York time, on the date of Closing, or at such other time or date to which the Issuer and the Underwriters may mutually agree, the Issuer will, subject to the terms and conditions hereof, deliver the Series 2003 Bonds in book-entry form to the account of the Underwriters, at the offices of The Depository Trust Company ("DTC") in New York, New York, or such other location as determined by the Underwriters and agreed to by the Issuer, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriters will accept such delivery and pay the aggregate purchase price of the Series 2003 Bonds as set forth in Paragraph I hereof in Federal Funds to the Issuer. The Issuer shall cause CUSIP identification numbers to be printed on the Series 2003 Bonds, but neither the failure to print such number on any Series 2003 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept delivery of and pay for the Series 2003 Bonds in accordance with the terms of this Purchase Contract. The Closing shall occur at the offices of the Issuer in Naples, Florida, or such other place to which the Issuer and the Underwriters shall have mutually agreed. The Series 2003 Bonds shall be made available to the Underwriters no less than 24 hours before the Closing for purposes of inspecting and packaging. 8. Closing Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations, warranties, covenants and agreements of the Issuer contained herein and in reliance upon the representations, warranties, covenants and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder, and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations, warranties, covenants and agreements of the Issuer contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; Co) At the time of Closing, the Resolution, the Ordinance, the Interlocal Agreements, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and the Continuing Disclosure Certificate shall be in full force and effect and shall not have been amended, modified or supplemented since the date hereof, and the Official Statement as delivered to the Underwri'cers on the date hereof shall not have been supplemented or amended, except in any such case as may have been approved by the Underwriters; (c) At the time of the Closing, all official action of the Issuer relating to this Purchase Contract, the Series 2003 Bonds, the Resolution, the Ordinance, the Interlocal Agreements, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and the Continuing Disclosure Certificate taken as of the date hereof shall be in full force and effect and shall not have been amended, modified or supplemented, except for amendments, modifications or supplements which have been approved by the Underwriters prior to the Closing; (d) At the time of the Closing, except as contemplated by the Official Statement, there shall have been no material adverse change in the financial condition of the Issuer; (e) At or prior to the Closing, the Underwriters shall have received copies of each of the following documents: (1) An opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, dated the date of the Closing and addressed to the Issuer, in substantially the form attached as Appendix E to the Official Statement, relating to the exclusion of the interest on the Series 2003 Bonds from the gross income of the holders thereof for purposes of Federal income taxation and such other matters as the Underwriters may reasonably request, a reliance letter pertaining thereto addressed to the Underwriters, and an opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, dated the date of the Closing and addressed to the Issuer and the Underwriters, to the effect that the Prior Bonds have been deemed paid and are no longer outstanding for purposes of the resolution which authorized their issuance; (2) An opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, dated the date of the Closing and addressed to the Underwriters, in such form as is mutually and reasonably acceptable to the Issuer, the Underwriters and Bond Counsel, (i) to the effect that the statements contained in the Official Statement under the captions "INTRODUCTION," (other than the information under the subheadings "General," "The County," "Purpose of the Series 2003 Bonds," "Financial Guaranty Insurance Policy," "Continuing Disclosure," and "Additional Information"), "AUTHORITY FOR ISSUANCE," "PLAN OF REFUNDING," "DESCRIPTION OF THE SERIES 2003 BONDS" (other than the information thereunder relating to DTC and its system of book-entry registration), "SECURITY FOR THE BONDS," and "TAX EXEMPTION," insofar as such information purports to summarize portions of the Resolution, the Ordinance, the Series 2003 Bonds, and Federal tax law constitute a fair summary of the information purported to be summarized therein (all such opinions referred to in this clause (i) exclude financial, statistical and demographic information contained in such Official Statement), (ii) to the effect that the Series 2003 Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended, and (iii) to the effect that the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. (3) An opinion, dated the date of the Closing and addressed to the Issuer, the Underwriters, Bond Counsel and Disclosure Counsel of David C. Weigel, Esq., County Attorney, in substantially the form attached hereto as Exhibit C; (4) An opinion, dated the date of the Closing and addressed to the Issuer and the Underwriters, of counsel for the Insurer and]or a certificate of the Insurer, in such form as is inutually and reasonably acceptable to the Issuer and the Underwriters; 16F3 (5) An opinion, dated the date of the Closing and addressed to the Issuer, of Bryant, Miller and Olive, P.A., Tampa, Florida, Disclosure Counsel, in form and substance satisfactory to the Issuer and the Senior Managing Underwriter, and a reliance letter pertaining thereto addressed to the Underwriters; (6) A certificate dated the date of Closing and signed by the Chairman or Vice Chairman of the Issuer, or such other official satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that (A) the representations, warranties and covenants of the Issuer contained herein are true and correct to the best of his knowledge and belief in all material respects and are complied with as of the date of Closing, and (B) the Chairman or Vice Chairman has no knowledge or reason to believe that the Official Statement as of its date, and as of the date of Closing, other than the information concerning the Insurer and DTC, as to factual matters, contains any untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and (C) the Issuer has always maintained eligibility under applicable law to receive the Gas Tax Revenues (as that term is defined in the Resolution). (7) Certified copies of the Resolution and the Ordinance. (8) Executed copies of the Interlocal Agreements, the Continuing Disclosure Certificate, the Escrow Agreement, this Purchase Contract and the Reserve Account Insurance Policy Agreement; (9) A true and correct copy of the Insurer's financial guaranty insurance policy insuring payment of the Series 2003 Bonds and the Reserve Account Insurance Policy; (10) Evidence of a rating from Fitch Ratings ("Fitch") of "AAA," Standard & Poor's, Inc. ("S&P") of "AAA," and Moody's Investors Service ("Moody's") of "Aaa" on the Series 2003 Bonds based on the financial guaranty insurance policy to be issued by the Insurer, and evidence of published underlying ratings of "A+," "A" and "A2" by Fitch, S&P and Moody's, respectively, to the Series 2003 Bonds without regard to the issuance of such a financial guaranty insurance policy; (11) A certificate of KPMG LLP (the "Auditor"),, consenting to the inclusion of the audited financial statements of the County in the Official Statement and covering such other matters as may be reasonably requested by the Issuer and the Underwriters; (12) A certificate of an authorized representative of Fifth Third Bank, Cincinnati, Ohio (the "Bank"), as Registrar, Paying Agent and Escrow Agent, in a form acceptable to the Issuer and the Underwriters; (13) the verification report regarding the defeasance of the Prior Bonds of Causey, Demgen & Moore, Inc., Denver, Colorado; and (14) Such additional legal opinions, certificates, instruments and other documents as the Lrnderwriters may reasonably request. 10 ]6F3 All of the evidence, opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriters with such exceptions and modifications as shall be approved by the Senior Managing Underwriter and as shall not in the opinion of the Senior Managing Underwriter materially impair the investment quality of the Series 2003 Bonds. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 2003 Bonds contained in this Purchase Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor the Issuer shall be under any further obligation hereunder, except that the Issuer shall return the good faith check referred to in Paragraph 5 and the respective obligations of the Issuer and the Underwriters set forth in Paragraph 10 hereof shall continue in full force and effect. 9. Termination. The Underwriters may terminate this Purchase Contract, without liability therefor, by notification to the Issuer, if at any time subsequent to the date of this Purchase Contract at or prior to the Closing: (a) Legislation shall be enacted by the Congress of the United States, or a bill introduced (by amendment or otherwise) or favorably reported or passed by either the House of Representatives or the Senate of the Congress of the United States or any committee of the House or Senate, or a conference committee of such House and Senate makes a report (or takes any other action), or a decision by a court of the United States or the Tax Court of the United States shall be rendered, or a ruling, regulation or fiscal action shall be issued or proposed by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency with respect to or having the purpose or effect of changing directly or indirectly the federal income tax consequences of interest on the Series 2003 Bonds in the hands of the holders thereof (including imposition of a not previously existing minimum federal tax which includes tax-exempt interest in the calculation of such tax), which materially adversely affects the market price or the marketability of the Series 2003 Bonds. (b) Any legislation, rule or regulation shall be introduced in, or be enacted by any department or agency in the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market for the Series 2003 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the Series 2003 Bonds to be purchased by them. (c) Any amendment to the Official Statement is proposed by the Issuer or deemed necessary by Bond Counsel or Disclosure Counsel or the Senior Managing Underwriter, in any of their reasonable opinions, pursuant to Section 2(c) hereof which materially adversely affects the market for the Series 2003 Bonds or the sale, at the contemplated offering prices, by the Underwriters, in the reasonable opinion of the Senior Managing Underwriter, of the Series 2003 Bonds to be purchased by them. (d) Any fact shall exist or any event shall have occurred which makes the Preliminary Official Statement, in the form as printed, in the reasonable opinion of the Senior Managing Underwriter, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they.were made, not misleading. 11 16F3 (e) There shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, financial or otherwise, including a general suspension of trading on any national securities exchange which (i) materially adversely affects the market for the Series 2003 Bonds or the sale of the Series 2003 Bonds, at the contemplated offering prices, by the Underwriters, in the reasonable opinion of Senior Managing Underwriter, or (ii) causes a material disruption in the municipal bond market and as, in the reasonable opinion of the Senior Managing Underwriter, would make it impracticable for them to market the Series 2003 Bonds or to enforce contracts for the sale of the Series 2003 Bonds (it being agreed by the parties- hereto that no such hostilities, calamity or crisis is occurring as of the date hereof that had a material effect upon the marketability of the Series 2003 Bonds). (f) Legislation shall be enacted or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which has the effect of requiring the contemplated distribution of the Series 2003 Bonds to be registered under the Securities Act of 1933, or any laws analogous thereto relating to governmental bodies, and compliance therewith cannot be accomplished prior to the Closing. (g) A general banking moratorium shall have been declared by the United States, New York or Florida authorities which materially adversely affects the market for the Series 2003 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the Series 2003 Bonds to be purchased by them. (h) Any national securities exchange, or any governmental authority, shall impose, as to the Series 2003 Bonds or obligations of the general character of the Series 2003 Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriters. (i) Any rating of the Series 2003 Bonds shall have been downgraded or withdrawn by a national rating service, which materially adversely affects the market for the Series 2003 Bonds or the sa]e, at the contemplated offering prices, by the Underwriters of the Series 2003 Bonds to be purchased by them; or any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Issuer. (j) The Insurer shall inform the Issuer or the Underwriters that it will not insure payment of the principal of or interest on the Series 2003 Bonds as described in the Official Statement or that it will not deliver the Reserve Account Insurance Policy. 10. Expenses. The Underwriters shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the obligations of the Issuer hereunder including, but not limited to: (a) the cost of preparation, printing or other reproduction of the Resolution; CO) the cost of preparation and printing of the Series 2003 Bonds; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the fees and disbursements of the £mancial advisor to the Issuer; (e) the fees and disbursements of any experts, consultants or advisors retained by the Issuer, including fees of the auditor, the verification agent, and the Paying Agent and Registrar; (f) fees for bond ratings; (g) the premium for municipal bond insurance and the reserve account insurance policy; (h) the costs of preparing, printing and delivering a reasonable number of copies of the Preliminary Official Statement and the Official Statement and any supplements or amendments to either of them; and (i)the cost of preparing, printing and delivery of this Purchase Contract. The Underwriters shall pay: (a).all advertising expenses; Co) fees and expenses of counsel to the Underwriters; and (c) all other expenses incurred by them or any of them in connection with the 12 public offering of the Series 2003 Bonds, including the fees and disbursements of counsel retained by them, but not including the costs identified in (i) of the immediately preceding paragraph. In the event that either party shall have paid obligations of the other as set forth in this Section 10, adjustment shall be made at the time of the Closing. 11. Notices. Any notice or other communication to be given to the Issuer under this Purchase Contract may be given by delivering the same in writing at its address set forth above, and any notice or other communication to be given to the Underwriters may be given by delivering the same in writing to Morgan Stanley & Co. Incorporated, 200 South Orange Avenue, Suite 1440, Orlando, Florida 32801, Attention: Executive Director. 12. Parties in Interest. This Purchase Contract is made solely for the benefit of the Issuer and the Underwriters and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties, covenants and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of any of the Underwriters; (ii) the delivery of the Series 2003 Bonds pursuant to this Purchase Contract; or (iii) any termination of this Purchase Contract but only to the extent provided by the last part of Section 8 hereof. 13. Waiver. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Senior Managing Underwriter, in its sole discretion, and the approval of the Senior Managing Underwriter when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by appropriate officer or officers of the Senior Managing Underwriter and delivered to the Issuer. [Remainder of page intentionally left blank] 13 16F Z 14. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the Chairman or Vice Chairman of the Board of County Commissioners and shall be valid and enforceable at the time of such acceptance. 15. Counterparts. This Purchase Contract may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. 16. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. 17. Florida Law Governs. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of Florida. Very truly yours, MORGAN STA_~LEY & CO. INCORPORATED Nam~l~a~n N. Williams Its: Vice President Accepted by: County Commissioner ATTEST: DWIGHT E. BROG'K, ~ . :. ~ J J ~ _~t~~ 14 16F.3 EXHIBIT A AMOUNTS, MATURITIES, INTEREST RATES AND YIELDS $102,125,000 Serial Bonds Maturity Interest Maturity Interest Amount (June 1) Rate Yield Amount (June 1) Rate Yield $1,495,000 2003 2.000% 1.120% $2,585,000 2013 3.700% 3.710% 5,485,000 2004 2.000 1.080 3,660,000 2013 5.250 3.710 5,590,000 2005 2.000 1.280 895,000 2014 3.800 3.840 3,570,000 2006 2.000 1.670 5,640,000 2014 5.250 3.840* 2,135,000 2006 4.000 1.670 295,000 2015 3.900 3.950 3,400,000 2007 2.100 2.100 6,570,000 2015 5.250 3.950* 2,460,000 2007 4.000 2.100 2,985,000 2016 4.000 4.050 6,030,000 2008 2.500 2.540 3,105,000 2017 4.100 4.120 2,315,000 2009 2.900 2.900 3,230,000 2018 4.150 4.190 3,865,000 2009 5.000 2.900 175,000 2019 4.300 4.270* 5,145,000 2010 3.200 3.200 3,190,000 2019 5.250 4.270' 1,295,000 2010 5.000 3.200 180,000 2020 4.350 4.350 2,310,000 2011 3.375 3.420 3,360,000 2020 5.250 4.350* 3,415,000 2011 5.000 3.420 3,725,000 2021 5.250 4.430* 1,775,000 2012 3.600 3.600 3,920,000 2022 5.250 4.510' 4,200,000 2012 5.000 3.600 4,125,000 2023 4.500 4.600 *Callable premium bonds priced to first optional redemption date of June 1, 2013. REDEMPTION PROVISIONS Optional Redemption The Series 2003 Bonds maturing on or before June 1, 2013 are not subject to optional redemption prior to maturity. The Series 2003 Bonds maturing on and after June 1, 2014 are subject to redemption at the option of the Issuer in whole or in part, at any time, on or after June 1, 2013 in such order of maturities as may be determined by the Issuer (less than all of a single maturity to be selected by lot) at a redemption price of 100% of the principal amount to be redeemed, together with accrued interest to the date set for redemption. Exhibit A- 1 16F COSTS OF ISSUANCE Per $1,000 Bond Financial Advisor and Expenses Bond Counsel Disclosure Counsel Paying Agent/Registrar/Escrow Agent Rating - Standard & Poor's Rating - Moody's Rating - Fitch POS/Official Statement Verification Agent Miscellaneous $0.50 0.85 0.68 0.07 0.39 0.40 0.24 0.08 0.01 0.06 Total *Total varies due to rounding $3.29* Dollar Amount $51 ~000.00 86 806.25 69 445.00 7 500.00 40 000.00 40 850.00 25 000.00 8 000.00 1,450.00 6,000.00 $336,051.25 Exhibit A-2 16F3 EXHIBIT B $102,125,000 COLLIER COUNTY, FLORIDA Gas Tax Revenue Bonds, Series 2003 DISCLOSURE STATEMENT February 28, 2003 Board of County Commissioners of Collier County, Florida Naples, Florida Ladies and Gentlemen: In connection with the proposed issuance by Collier County, Florida (the "Issuer") of the issue of bonds referred to above (the "Series 2003 Bonds") Morgan Stanley & Co. Incorporated, on behalf of itself and A.G. Edwards & Sons, Inc. (collectively, the "Underwriters"), have agreed to underwrite a public offering of the Series 2003 Bonds. Arrangements for underwriting the Series 2003 Bonds will include a Purchase Contract between the Issuer and the Underwriters. The purpose of this letter is to furnish, pursuant to the provisions of Sections 218.385(2), (3) and (6), Florida Statutes, certain information in respect to the arrangement contemplated for the underwriting of the Series 2003 Bonds as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the issuance of the Series 2003 Bonds are set forth on Schedule I attached hereto. (b) There are no "finders," as that term is defined in Section 218.386, Florida Statutes, connected with the issuance of the Series 2003 Bonds. (c) The amount of the Underwriter's discount expected to be realized with respect to the Series 2003 Bonds is $4.50 per $1,000 ($459,556.11) which includes $0.00 per $1,000 ($0.00) for underwriting risk, $4.29 per $1,000 ($437,693.75) for average takedown, $0.21 per $1,000 ($21,862.36) for expenses and $0.00 per $1,000 ($0.00) for management fee. (d) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issuance of the Series 2003 Bonds to any person not regularly employed or retained by the Underwriters. (e) The name and address of the Underwriters are set forth below: Morgan Stanley & Co. IncorPorated 200 South Orange Avenue, Suite 1440 Orlando, Florida 32801 Exhibit B- 1 A.G. Edwards & Sons, Inc. 1900 Glades Road, Suite 270 Boca Raton, Florida 33431 Raymond James & Associates, Inc. 220 Congress Park Drive, Suite 240 Delray Beach, FL 33445 (f) The Issuer is proposing to issue the Series 2003 Bonds for the purpose of providing funds, together with other legally available funds of the County, to (i) finance the costs of acquisition, construction, and reconstruction of roads and bridges and other transportation improvements within the County, (ii) refund, on a current basis, all of the County's outstanding Road Improvement Revenue Bonds, Series 1995, (iii) fund a deposit into the Reserve Account, and (iv) pay certain costs of issuance of the Series 2003 Bonds, including the financial guaranty insurance premium and the reserve account insurance policy premium. The Series 2003 Bonds are expected to be repaid over a period of approximately 20.2 years (from the date of Closing). At a true interest cost rate of 3.97%, total interest paid over the life of the Series 2003 Bonds will be $43,941,552.00. Pursuant to Resolution No. 2003-89 adopted by the Board of County Commissioners of the County (the "Board") on February 25, 2003, as supplemented (collectively, the "Resolution"), the Series 2003 Bonds are payable from and secured by a lien upon the proceeds of the Gas Tax Revenues (as such term is defined and described in the Resolution), and distributed to the County under the Act (as defined in the Resolution) and certain other amounts as described in the Resolution (collectively, the "Pledged Funds"). Authorizing the Series 2003 Bonds will result in a maximum of $9,497,540 Pledged Funds not being available to finance the other services of the Issuer each year for approximately 20.2 years. [Remainder of page intentionally left blank] Exhibit B-2 16F We understand that the Issuer does not require any further disclosure from Underwriters, pursuant to Sections 218.385(2), (3) and (6), Florida Statutes. Very truly yours, M ORGA~~~EY & CO. INCORPO RATED iNt~~~p~'si~ie~ the Exhibit B-3 16F3 SCHEDULE I ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITERS Per $1,000 Bond Dollar Amount Underwriters' Counsel Day Loan BMA Fee Dalnet System (Book-Running) Dalnet System (Wire Charges) DTC Charges CUSIP Travel, Communication and Misc. $0.06 $6,000.00 0.03 2,836.81 0.03 3,063.75 0.06 6,127.50 0.00 105.00 0.00 336.30 0.00 393.00 0.03 3,000.00 Total $0.21' $21,862.36 *Total varies due to rounding Schedule I- 1 EXHIBIT C FORM OF OPINION OF COUNTY ATTORNEY 16F March 13,2003 Board of County Commissioners of Collier County, Florida Naples, Florida Morgan Stanley & Co. Incorporated Orlando, Florida A.G. Edwards & Sons, Inc. Boca Raton, Florida Raymond James & Associates, Inc. Delray Beach, Florida Ambac Assurance Corporation New York, New York Re~ $102,125,000 Collier County, Florida Gas Tax Revenue Bonds, Series 2003 Dear Sir: This letter shall serve as the opinion of the County Attorney of Collier County, Florida (the "Issuer") pursuant to Section 8(e)(3) of the Purchase Contract, dated February 28, 2003 (the "Purchase Contract") between the Issuer and Morgan Stanley & Co. Incorporated, on behalf of itself and A.G. Edwards & Sons, Inc. I have participated in various proceedings in connection with the issuance by the Issuer of $102,125,000 aggregate principal amount of Collier County, Florida Gas Tax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"). The Series 2003 Bonds are being issued pursuant to Resolution No. 2003-89 adopted by the Board of County Commissioners of the County (the "Board") on February 25, 2003, as supplemented (collectively, the "Resolution"). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Contract or the Resolution. I am of the opinion that: 1. The Issuer is a political subdivision of the State of Florida, duly organized and validly existing and has full legal right, power and authority to adopt and perform its obligations under the Resolution, to enact and perform its obligations under the Ordinance, and to authorize, execute and deliver and to perform its obligations under the Continuing Disclosure Certificate, the Interlocal Agreements, the Escrow Agreement, t.he Reserve Account Insurance Policy Agreement and the Purchase Contract. Exhibit C- 1 16F3 2. The Issuer has duly adopted the Resolution, has duly enacted the Ordinance, and has duly authorized, executed and delivered the Purchase Contract, the Interlocal Agreements, the Escrow Agreement, and the Reserve Account Insurance Policy Agreement, and the Continuing Disclosure Certificate, and assuming the due authorization, execution and delivery of the Purchase Contract, the Escrow Agreement and the Reserve Account Insurance Policy Agreement by the other parties thereto, such instruments constitute legal, binding and valid obligations of the Issuer, enforceable in accordance with their terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and the exercise of judicial discretion. The Interlocal Agreements have been properly filed in accordance with the requirements of applicable law. 3. With respect to the information in the Official Statement and based upon my participation in the preparation of the Official Statement as County Attorney, I have no reason to believe that the Official Statement (except for the financial and statistical data contained therein, and the information relating to the Insurer and DTC, as to which no view need be expressed), as to legal matters, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. 4. The use of the Preliminary Official Statement by the Underwriters for the purpose of offering the Series 2003 Bonds has been duly authorized and ratified by the Issuer. 5. The Official Statement has been duly authorized, executed and delivered by the Issuer, and the Issuer has consented to the use and distribution thereof by the Underwriters. 6. The adoption of the Resolution, the enactment of the Ordinance, and the authorization, execution and delivery of the Continuing Disclosure Certificate, the Interlocal Agreements, the Purchase Contract, the Escrow Agreement, the Reserve Account Insurance Policy Agreement and the Series 2003 Bonds, and compliance with the provisions hereof and thereof, will not, in a material way, conflict with, or constitute a breach of or default under, any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the Issuer is subject nor will such enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution. 7. All approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the Issuer of its obligations hereunder and under the Resolution and the Ordinance have been obtained and are in full force and effect. 8. The County has the authority to acquire, improve, equip, construct, reconstruct, own and operate the Initial Project. 9. Except as disclosed in the Official Statement, to my knowledge after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best of my knowledge, threatened against the Issuer, affecting or seeking to prohibit, restrain or enjoin the sale, issuance Or delivery of the Series 2003 .Bonds or the acquisition, equipping and/or improvement of the Initial Project or the collection of the Pledged Funds to pay the principal of, premium, if any, and Exhibit C-2 16F interest on the Series 2003 Bonds, or contesting or affecting as to the Issuer the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Series 2003 Bonds, the Resolution, the Ordinance, the Interlocal Agreements, the Continuing Disclosure Certificate, the Escrow Agreement, the Reserve Account Insurance Policy Agreement or the Purchase Contract, or contesting the tax-exempt status of interest on the Series 2003 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplements or amendments thereto, or contesting the powers of the Issuer or any authority for the issuance of the Series 2003 Bonds, the adoption of the Resolution, the enactment of the Ordinance, or the execution and delivery by the Issuer of the Purchase Contract, the Interlocal Agreements, the Escrow Agreement, the Reserve Account Insurance Policy Agreement or the Continuing Disclosure Certificate; notwithstanding the foregoing, I am not expressing any opinion on the applicability of the any approvals, consents and orders as may be required under the Blue Sky or securities laws or legal investment laws of any state in connection with the offering and sale of the Series 2003 Bonds or on connection with the registration of the Series 2003 Bonds under the Federal securities laws. County Attorney J:\Bonds\439901\Pc6.doc February 27, 2003 Exhibit C-3