Resolution 2004-382
RESOLUTION NO. 04- 382
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 85-]07, AS
PREVIOUSL Y AMENDED AND SUPPLEMENTED;
AUTHORIZING THE REFUNDING OF CERTAIN OF
THE COUNTY'S OUTSTANDING CAPITAL
IMPROVEMENT REVENUE REFUNDING BONDS,
SERIES 1994; AUTHORIZING THE FINANCING OF
V ARIOUS CAPITAL IMPROVEMENTS WITHIN THE
COUNTY; AUTHORIZING THE REFINANCING OF
CERTAIN OUTSTANDING INTERIM INDEBTEDNESS
OF THE COUNTY; AUTHORIZING THE ISSUANCE OF
NOT EXCEEDING $180,000,000 IN AGGREGATE
PRINCIPAL AMOUNT OF COLLIER COUNTY,
FLORIDA CAPITAL IMPROVEMENT AND REFUNDING
REVENUE BONDS, SERIES 2005 IN ORDER TO
REFUND SUCH SERIES] 994 BONDS, FINANCE SUCH
CAPIT AL IMPROVEMENTS WITHIN THE COUNTY
AND REFINANCE SUCH OUTSTANDING INTERIM
INDEBTEDNESS; MAKING CERTAIN COVENANTS
AND AGREEMENTS WITH RESPECT TO SAID BONDS;
AUTHORIZING THE AWARDING OF SAID BONDS
PURSUANT TO A PUBLIC BID; DELEGA TING
CERT AIN AUTHORITY TO THE CHAIR FOR THE
AWARD OF THE BONDS AND THE APPROVAL OF
THE TERMS AND DETAILS OF SAID BONDS;
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR SAID BONDS; AUTHORIZING THE
DISTRIBUTION OF A PRELIMINAR Y OFFICIAL
STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT WITH RESPECT
THERETO; AUTHORIZING THE EXECUTION AND
DELIVERY OF AN ESCROW DEPOSIT AGREEMENT
AND THE APPOINTMENT OF AN ESCROW AGENT
THERETO; ESTABLISHING A BOOK-ENTRY SYSTEM
OF REGISTRATION FOR THE BONDS; AUTHORIZING
MUNICIPAL BOND INSURANCE FOR THE BONDS;
AUTHORIZING A RESERVE ACCOUNT SURETY BOND
WITH RESPECT TO THE BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING
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DISCLOSURE CERTIFICATE; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1.
FINDINGS. It is hereby found and determined that:
(A) On April 30, 1985, the Board of County Commissioners (the "Board") of
Collier County, Florida (the "Issuer") duly adopted Resolution No. 85-107, as amended
and supplemented (collectively the "Resolution"), for the purposes described therein,
authorizing, among other things, the issuance of $29,625,000 Capital Improvement
Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), which Series 1985
Bonds were issued for the principal purpose of refunding the Issuer's outstanding Capital
Improvement Revenue Bonds, Series 1982. The Series 1985 Bonds are no longer
outstanding under the Resolution.
(B) Pursuant to the Resolution the Issuer has heretofore issued its $30,415,000
Capital Improvement Revenue Refunding Bonds, Series 1994 (the "Series 1994 Bonds")
for the principal purpose of refunding the County's outstanding Capital Improvement
Revenue Bonds, Series 1986.
(C) Pursuant to the Resolution, the Issuer has heretofore issued its $47,430,000
Capital Improvement Revenue Bonds, Series 2002 (the "Series 2002 Bonds") for the
principal purpose of financing various capital improvements and refunding certain
indebtedness of the Issuer.
(D) Pursuant to the Resolution, the Issuer has heretofore issued its $49,360,000
Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003
Bonds") for the principal purpose of refunding the County's outstanding Capital
Improvement Revenue Refunding Bonds, Series 1992 and financing various capital
improvements within the Issuer.
(E) In order to finance the acquisition, construction and equipping of certain
capital improvements (the "Prior Projects") on an interim basis, the Issuer previously
issued its Collier County, Florida Revenue Note, Draw No, A-27-1 and Collier County,
Florida Revenue Note Draw No. A-29-1 (collectively, the "Prior Notes") in the aggregate
principal amount of $21,545,000, to the Florida Local Government Finance Commission
(the "Finance Commission") to evidence borrowings under the Finance Commission's
Pooled Commercial Paper Loan Program. The Prior Projects are generally described on
Exhibit A hereto.
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(F) The Issuer hereby determines that certain capital improvements should be
acquired, constructed and equipped within the Issuer in order b improve the health,
safety and welfare of the inhabitants within the Issuer's geographic boundaries. Such
capital improvements are generally described in Exhibit A hereto and are more
particularly described in the records, plans and specifications on file with the Issuer (the
"Project"). The Project may be amended or supplemented from time to time by the Board
without the consent of any Bondholder (as defined in the Resolution) or Insurer (as
defined in the Resolution).
(G) The Issuer hereby deems it in its best interest to refund, on a current basis,
that portion of the outstanding Series 1994 Bonds maturing on or after October 1, 2006
(the "Refunded Bonds") in order to achieve debt service savings. The Series 1994 Bonds
maturing on October 1,2005 shall be paid at their scheduled maturity.
(H) In order to provide permanent financing with respect to the Prior Projects
originally financed with proceeds of the Prior Notes and to eliminate interest rate risk
inherent with variable interest rate debt obligations such as the Prior Notes, it is in the
best interests of the issuer to refund the Prior Notes with the proceeds of a longer term,
fixed interest rate obligation.
(I) The Resolution provides for the issuance of Additional Parity Bonds on a
parity with the then outstanding Series 2002 Bonds, Series 2003 Bonds and the Series
1994 Bonds maturing on October 1, 2005 (collectively, the "Parity Bonds") for the
purpose of financing the acquisition, construction and equipping of the Project,
refunding, on a current basis, the Refunded Bonds and refinancing the Prior Notes upon
meeting the requirements set forth therein.
(1) There is hereby authorized the financing and/or reimbursing of the costs of
the acquisition, construction and equipping of the Project, the refunding of the Refunded
Bonds and the refinancing the Prior Notes, all in the manner as provided by this
Supplemental Resolution.
(K) The Issuer deems it to be in its best interest to issue its Collier County,
Florida Capital Improvement and Refunding Revenue Bonds, Series 2005 (the "Series
2005 Bonds") for the principal purpose of financing and/or reimbursing the costs of the
acquisition, construction and equipping of the Project, refunding, on a current basis, the
Refunded Bonds and refinancing the Prior Notes. The Series 2005 Bonds shall be issued
on parity in all respects with the Parity Bonds pursuant to the terms of the Resolution.
(L) A portion of the proceeds derived from the sale of the Series 2005 Bonds,
together with other legally available mone ys of the Issuer, shall be deposited to a special
escrow deposit trust fund to purchase certain direct non-callable u.S. Treasury
obligations (the "Escrow Securities"), which shall be sufficient, together with the
investment earnings therefrom and a cash deposit, if any, to pay the principal of,
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premium, if any, and interest on the Refunded Bonds as the same become due and
payable or are redeemed prior to maturity, all as provided herein and in the hereinafter
described Escrow Deposit Agreement.
(M) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Resolution, the Series 2005 Bonds shall be advertised for competitive bids pursuant to the
Official Notice of Sale, the form of which is attached hereto as Exhibit C (the "Official
Notice of Sale"),
(N) Pursuant to the Official Notice of Sale, any competitive bids received in
accordance with the Official Notice of Sale on or prior to 10:00 a.m., Eastern time, on
January 11, 2005 or such other date or time as is determined by the Chair in accordance
with the terms and provisions of the Official Notice of Sale, shall be publicly opened and
announced.
(0) Due to the present volatility and uncertainty of the market for tax-exempt
obligations such as the Series 2005 Bonds, it is desirable for the Issuer to be able to
advertise and award the Series 2005 Bonds at the most advantageous time and date which
shall be determined by the Chair; and, accordingly, the Issuer hereby determines to
delegate the advertising and awarding of the Series 2005 Bonds to the Chair within the
parameters described herein.
(P) It is necessary and appropriate that the Board determine certain parameters
for the terms and details of the Series 2005 Bonds and to delegate certain authority to the
Chair for the award of the Series 2005 Bonds and the approval of the terms of the Series
2005 Bonds in accordance with the provisions hereof, of the Resolution and of the
Official Notice of Sale.
(Q) In the event Bond Counsel to the Issuer shall determine that the Series 2005
Bonds have not been awarded competitively in accordance with the provisions of Section
218.385, Florida Statutes, the Board shall adopt such resolutions and make such findings
as shall be necessary to authorize and ratify a negotiated sale of the Series 2005 Bonds in
accordance with said Section 218.385, Florida Statutes.
(R) The Issuer hereby certifies that it is not in default in performing any of the
covenants and obligations assumed under the Resolution and all of the covenants
contained in the Resolution shall apply to the Series 2005 Bonds.
(S) The report required by Section 19(1)(1) of the Resolution is set forth as
Exhibit B hereto and the Board hereby accepts such report. In connection therewith, the
actual debt service for the Series 2005 Bonds shall be determined in connection with the
competitive sale of such Series 2005 Bonds within the parameters set forth herein and
shall be set forth in the Award Certificate and the final Official Statement, each described
herein.
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(1) The Project is of the nature and type that is beneficial to, or available to, all
of the citizens of the Issuer.
(D) The Resolution provides that the Series 2005 Bonds shall mature on such
dates and in such amounts, shall bear such rates of interest, shall be payable in such
places and shall be subject to such redemption provisions as shall be determined by
Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer
set forth the parameters and mechanism to determine such terms and details.
(V) The Series 2005 Bonds shall not constitute a general obligation or a pledge
of the faith, credit or taxing power of the Issuer, the State of Florida, or any political
subdivision thereof, within the meaning of any constitutional or statutory provisions.
Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be
obligated (i) to exercise its ad valorem taxing power in any form on any real or personal
property of or in the Issuer to pay the principal of the Series 2005 Bonds, the interest
thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of
the Issuer except from the Pledged Revenues, in the manner provided in the Resolution.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
the Act and the Resolution.
SECTION 4. AUTHORIZATION OF THE FINANCING OF THE
PROJECT, THE REFUNDING OF THE REFUNDED BONDS AND THE
REFINANCING OF THE PRIOR NOTES. The Issuer hereby authorizes the
financing and/or reimbursing of all or a portion of the Cost of the Project subject in all
respects to the award of the Series 2005 Bonds in accordance with this Supplemental
Resolution and the Official Notice of Sale. The Issuer hereby authorizes the refunding,
on a current basis, of the Refunded Bonds, in accordance with the terms of the Resolution
and the Escrow Deposit Agreement, subject in all respects to the award of the Series 2005
Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale.
The Issuer hereby authorizes the refinancing of the Prior Notes, subject in all respects to
the award of the Series 2005 Bonds in accordance with this Supplemental Resolution and
the Official Notice of Sale.
SECTION 5. DESCRIPTION OF THE SERIES 2005 BONDS. The
Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal
amount of not exceeding $180,000,000 to be known as the "Collier County, Florida
Capital Improvement and Refunding Revenue Bonds, Series 2005" (or such other series
designation as the Chair may determine), for the principal purposes of financing and/or
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reimbursing all or a portion of the costs of the acquisition, construction and equipping of
the Project, refunding, on a current basis, the Refunded Bonds and refinancing the Prior
Notes. The aggregate principal amount of the Series 2005 Bonds to be issued pursuant to
the Resolution shall be determined by the Chair provided such aggregate principal
amount does not exceed $180,000,000. The Series 2005 Bonds shall be dated as of the
date of their delivery or such other date as the Chair may determine, shall be issued in the
form of fully registered Bonds in the denomination of $5,000 or any integral multiple
thereof, shall be numbered consecutively from one upward in order of maturity preceded
by the letter "R", shall bear interest from the dated date determined therefor, payable
semi-annually, on April 1 and October 1 of each year (the "Interest Dates"), commencing
on April 1, 2005, or such other date as may be determined by the Chair.
Interest on the Series 2005 Bonds shall be payable by check or draft of U.S. Bank
National Association, Fort Lauderdale, Florida, as Paying Agent (the "Paying Agent"),
made payable and mailed to the Holder in whose name such Series 2005 Bonds shall be
registered at the close of business on the date which shall be the fifteenth day (whether or
not a business day) of the calendar month next preceding the applicable Interest Date, or,
at the request of such Holder, by bank wire transfer to the account of such Holder.
Principal of the Series 2005 Bonds is payable to the Holder upon presentation, when due,
at the designated corporate trust office of the Paying Agent. The principal of, redemption
premium, if any, and interest on the Series 2005 Bonds are payable in lawful money of
the United States of America.
The Series 2005 Bonds shall bear interest at such rates and prices or yields, shall
mature on October 1 of each of the years and in the principal amounts corresponding to
such years, and shall have such redemption provisions as determined by the Chair subject
to the conditions set forth in Sections 5, 6 and 7 hereof and the provisions of the Official
Notice of Sale. The final maturity of the Series 2005 Bonds shall not be later than
October 1, 2035. All of the terms of the Series 2005 Bonds will be included in a
certificate to be executed by the Chair following the award of the Series 2005 Bonds (the
"Award Certificate") and shall be set forth in the final Official Statement, as described
herein.
SECTION 6. AWARD OF SERIES 2003 BONDS. The Chair, on behalf
of the Issuer and only in accordance with the terms hereof and of the Official Notice of
Sale, shall award the Series 2005 Bonds to the underwriter or underwriters (the
"Underwriters") that submit a bid proposal which complies in all respects with the
Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to
purchase the Series 2005 Bonds at the lowest true interest cost to the Issuer, as calculated
by the Issuer's Financial Advisor in accordance wi th the terms and provisions of the
Official Notice of Sale; provided, however, the Series 2005 Bonds shall not be awarded
to any bidder unless the true interest cost set forth in the winning bid (as calculated by the
Issuer's Financial Advisor) is equal to or less than 6.00%; provided, further, that such
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winning bid shall result in a net present value debt service savings of no less than 5.00%
of the outstanding par amount of the Refunded Bonds, as determined by the Issuer's
Financial Advisor. In accordance with the provisions of the Official Notice of Sale, the
Chair may, in her sole discretion, reject any and all bids.
SECTION 7. REDEMPTION PROVISIONS FOR SERIES 2005
BONDS. The Series 2005 Bonds may be redeemed prior to their respective maturities
from any moneys legally available therefor, upon notice as provided in the Resolution,
upon the terms and provisions as determined by the Chair, in rer discretion and upon the
advice of the Issuer's Financial Advisor; provided, however, with respect to optional
redemption terms for the Series 2005 Bonds, if any, the first optional redemption date
may be no later than October 1, 2014 and no call premium may exceed 1.00% of the par
amount of that portion of the Series 2005 Bonds to be redeemed. Term Bonds may be
established with such Amortization Installments as the Chair deems appropriate and upon
the advice of the Issuer's Financial Advisor. The Chair may determine, in her discretion
and upon the advice of the Issuer's Financial Advisor, that the Series 2005 Bonds shall
not be subject to any optional or mandatory redemption provisions. The redemption
provisions for the Series 2005 Bonds, if any, shall be set forth in the Award Certificate
and in the final Official Statement.
SECTION 8. FULL BOOK-ENTRY. Notwithstanding the provisions set
forth in Section 13 of the Resolution, the Series 2005 Bonds shall be initially issued in
the form of a separate single certificated fully registered Series 2005 Bond for each of the
maturities of the Series 2005 Bonds. Upon initial issuance, the ownership of each such
Series 2005 Bond shall be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long
as the Series 2005 Bonds are registered in the name of Cede & Co., all of the Outstanding
Series 2005 Bonds shall be registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC. As long as the Series 2005 Bonds shall be
registered in the name of Cede & Co., all payments of principal on the Series 2005 Bonds
shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede &
Co., as Holder of the Series 2005 Bonds, upon presentation of the Series 2005 Bonds to
be paid, to the Paying Agent.
With respect to Series 2005 Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and
the Paying Agent shall have no responsibility or obligation to any direct or indirect
participant in the DTC book-entry program (the "Participants"). Without limiting the
immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall
have no responsibility or obligation with respect to (A) the accuracy of the records of
DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series
2005 Bonds, (B) the delivery to any Participant or any other Person other than a
Bondholder, as shown in the registration books kept by the Registrar, of any notice with
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respect to the Series 2005 Bonds, including any notice of redemption, or (C) the payment
to any Participant or any other Person, other than a Bondholder, as shown in the
registration books kept by the Registrar, of any amount with respect to principal of,
Redemption Price, if any, or interest on the Series 2005 Bonds, The Issuer, the Registrar
and the Paying Agent may treat and consider the Person in whose name each Series 2005
Bond is registered in the registration books kept by the Registrar æ the Holder and
absolute owner of such Bond for the purpose of payment of principal, Redemption Price,
if any, and interest with respect to such Bond, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2005
Bonds only to or upon the order of the respective Holders, as shown in the registration
books kept by the Registrar, or their respective attorneys duly authorized in writing, as
provided herein and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal of, Redemption
Price, if any, and interest on the Series 2005 Bonds to the extent of the sum or sums so
paid. No Person other than a Holder, as shown in the registration books kept by the
Registrar, shall receive a certificated fund evidencing the obligation of the Issuer to
make payments of principal, Redemption Price, if any, and interest pursuant to the
provisions of the Resolution. Upon delivery by DTC to the Issuer of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in the Resolution with respect to transfers during the 15 days
next preceding an Interest Date or first mailing of notice of redemption, the words "Cede
& Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and
upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the
Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the outstanding Series 2005 Bonds be
registered in the registration books kept by the Registrar in the name of Cede & Co., as
nominee of DTC, is not in the best interest of the beneficial owners of the Series 2005
Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of DTC hereunder can be
found which is willing and able to undertake such functions upon reasonable and
customary terms, or (B) determination by the Issuer that such book-entry only system is
burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable
policies and procedures of DTC regarding discontinuing of the book entry registration
system, the Series 2005 Bonds shall no longer be restricted to being registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC,
but may be registered in whatever name or names Holders shall designate, in accordance
with the provisions of the Resolution. In such event, the Issuer shall issue and the
Registrar shall authenticate, transfer and exchange the Series 2005 Bonds of like
principal amount and maturity, in denominations of $5,000 or any integral multiple
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thereof to the Holders thereof. The foregoing notwithstanding, until such time as
participation in the book-entry only system is discontinued, the provisions set forth in the
Blanket Issuer Letter of Representations previously executed by the Issuer and delivered
to DTC shall apply to the payment of principal of, premium, if any, and interest on the
Series 2005 Bonds.
SECTION 9. APPLICATION OF SERIES 2005 BOND PROCEEDS;
USE OF OTHER MONEYS. (A) The proceeds derived from the sale of the Series
2005 Bonds shall be applied by the Issuer as follows:
(i) A sufficient amount of the Series 2005 Bond proceeds shall be
applied to the payment of the premium for the hereinafter described Reserve
Account Surety Bond, and to the payment of costs and expenses relating to the
issuance of the Series 2005 Bonds, including the premium for the Bond Insurance
Policy applicable to the Series 2005 Bonds and described herein.
(ii) A sufficient amount of the Series 2005 Bond proceeds shall be
deposited to the escrow deposit trust fund established pursuant to the hereinafter
described Escrow Deposit Agreement and shall be applied in accordance with the
provisions of the Escrow Deposit Agreement to refund the Refunded Bonds.
(iii) A sufficient amount of the Series 2005 Bond proceeds shall be paid
to the Finance Commission to refinance the outstanding Prior Notes.
(iv) The remainder of the proceeds of the Series 2005 Bonds shall be
deposited to the Construction Fund and applied to pay the Cost of the Project.
(B) The Refunded Bonds will be refunded from a portion of the proceeds of the
Series 2005 Bonds and other legally available moneys of the Issuer. Any excess moneys
on deposit in the funds and accounts established for the Refunded Bonds under the
Resolution shall be transferred to the escrow deposit trust fund established pursuant to the
hereinafter described Escrow Deposit Agreement.
SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hereby authorizes the distribution and use of the Preliminary Official Statement in
substantially the form attached hereto as Exhibit D in connection with the offering of the
Series 2005 Bonds for sale. If between the date hereof and the mailing of the Preliminary
Official Statement, it is necessary to make insertions, modifications or changes in the
Preliminary Official Statement, the Chair is hereby authorized to approve such insertions,
changes and modifications, The Chair is hereby authorized to deem the Preliminary
Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities
Exchange Act of 1934 in the form as mailed. Execution of a certificate by the Chair
deeming the Preliminary Official Statement "final" as described above shall be
conclusive evidence of the approval of any insertions, changes or modifications.
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SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions
of the Official Statement relating to the Series 2005 Bonds shall be substantially as set
forth in the Preliminary Official Statement and shall include all of the specific financial
terms of the Series 2005 Bonds. Subject in all respects to the award of the Series 2005
Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale,
the Chair is hereby authorized and directed to execute and deliver said Official Statement
in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to
be delivered to the Underwriters with such changes, amendments, modifications,
omissions and additions as may be approved by the Chair. Said Official Statement,
including any such changes, amendments, modifications, omissions and additions as
approved by the Chair and the information contained therein are hereby authorized to be
used in connection with the sale of the Series 2005 Bonds to the public. Execution by the
Chair of the Official Statement shall be deemed to be conclusive evidence of approval of
such changes.
SECTION 12. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit C and the terms and ITovisions thereof are
hereby authorized and approved. The Chair is hereby authorized to make such changes,
insertions and modifications as she shall deem necessary prior to the advertisement of
such Official Notice of Sale or a summary thereof. The Chair is hereby authorized to
advertise and publish the Official Notice of Sale or a summary thereof at such time as she
shall deem necessary and appropriate, upon the advice of the Issuer's Financial Advisor,
to accomplish the competitive sale of the Series 2005 Bonds.
SECTION 13. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT
AGREEMENT. Subject in all respects to the award of the Series 2005 Bonds in
accordance with this Supplemental Resolution and the Official Notice of Sale, the Issuer
hereby authorizes the Chair to execute and the Clerk to attest an Escrow Deposit
Agreement (the "Escrow Deposit Agreement") and to deliver the Escrow Deposit
Agreement to U.S. Bank National Association, Fort Lauderdale, Florida, which is hereby
appointed as escrow agent thereunder (the "Escrow Agent"). All of the provisions of the
Escrow Deposit Agreement when executed and delivered by the Issuer as authorized
herein and when duly authorized, executed and delivered by the Escrow Agent, shall be
deemed to be a part of this supplemental resolution as fully and to the same extent as if
incorporated verbatim herein, and the Escrow Deposit Agreement shall be in substantially
the form attached hereto as Exhibit E, with such changes, amendments, modifications,
omissions and additions, including the date of such Escrow Deposit Agreement, as may
be approved by the Chair and the Clerk, Execution by the Chair and the Clerk of the
Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of
such changes.
SECTION 14. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the award of the Series 2005 Bonds in
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accordance with this Supplemental Resolution and the Official Notice of Sale, U.S. Bank
National Association, Fort Lauderdale, Florida, is hereby designated Registrar and
Paying Agent for the Series 2005 Bonds. The Chair and/or the Clerk are hereby
authorized to enter into any agreement which may be necessary to effect the transactions
contemplated by this Section 14 and by the Resolution.
SECTION 15. MUNICIP AL BOND INSURANCE; RESERVE
ACCOUNT SURETY BOND. (A) Subject in all respects to the award of the Series
2005 Bonds in accordance with this Supplemental Resolution and the Official Notice of
Sale, the Issuer hereby authorizes the payment of the principal of and interest on the
Series 2005 Bonds to be insured pursuant to a financial guaranty insurance policy (the
"Bond Insurance Policy") insuring the payment when due of the principal of and interest
on the Series 2005 Bonds issued by MBIA Insurance Corporation ("MBIA" or the
"Insurer"). The Chair and Clerk are hereby authorized to execute such documents and
instruments necessary to cause MBIA to insure the Series 2005 Bonds. With respect to
the Series 2005 Bonds, MBIA shall be deemed to be an "Insurer" as such term is used
and defined in the Resolution.
(B) Subject in all respects to the award of the Series 2005 Bonds in accordance
with this Supplemental Resolution and the Official Notice of Sale, the Issuer shall deposit
to the Reserve Account a surety bond (the "Reserve Account Surety Bond") issued by
MBIA guaranteeing certain payments into the Reserve Account with respect to Bonds as
provided therein and subject to the limitations therein. The face amount of the Reserve
Account Surety Bond, together with any other cash amounts and the face amounts of any
other reserve policies or surety bonds on deposit in the Reserve Account, shall equal to
the Maximum Bond Service Requirement for all Outstanding Bonds. The Chair is
hereby authorized to enter into a Financial Guaranty Agreement substantially in the fonn
attached hereto as Exhibit G (the "Financial Guaranty Agreement It) in order to cause
MBIA to issue such Reserve Account Surety Bond. The provisions of such Financial
Guaranty Agreement, when executed and delivered, shall be incorporated herein by
reference and to the extent there are any conflicts between the Financial Guaranty
Agreement and the Resolution, the provisions of the Financial Guaranty Agreement shall
control.
SECTION 16. PROVISIONS RELATING TO BOND INSURANCE
POLICY AND RESERVE ACCOUNT SURETY BOND. (A) The commitment from
MBIA to issue its Bond Insurance Policy and Reserve Account Surety Bond with respect
to the Series 2005 Bonds is hereby approved and authorized and payment for the
premiums therefor is hereby authorized from proceeds of the Series 2005 Bonds. A
statement of insurance is hereby authorized to be printed on or attached to the Series
2005 Bonds for the benefit and information of the holders of the Series 2005 Bonds.
(B) Subject in all respects to the award of the Series 2005 Bonds in accordance
with this Supplemental Resolution and the Official Notice of Sale, so long as the Bond
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Insurance Policy issued by MBIA is in full force and effect and MBIA has not defaulted
in its payment obligations under the Bond Insurance Policy, the Issuer agrees to comply
with the following provisions:
(1) In the event that, on the second business day, and again on the
business day, prior to an Interest Date on the Series 2005 Bonds, the Paying Agent
has not received sufficient moneys to pay all principal of and interest on the Series
2005 Bonds due on the second following or following, as the case may be,
business day, the Paying Agent shall immediately notify MBIA or its designee on
the same business day by telephone or telegraph, confirmed in writing by
registered or certified mail, of the amount of the deficiency.
(2) If the deficiency is made up in whole or in part prior to or on the
Interest Date, the Paying Agent shall so notify MBIA or its designee.
(3) In addition, if the Paying Agent has notice that any Series 2005
Bondholder has been required to disgorge payments of principal or interest on a
Series 2005 Bond to a trustee in bankruptcy or creditors or others pursuant to a
final judgment by a court of competent jurisdiction that such payment constitutes a
voidable preference to such Series 2005 Bondholder within the meaning of any
applicable bankruptcy laws, then the Paying Agent shall notify MBIA or its
designee of such fact by telephone or telegraphic notice, confirmed in writing by
registered or certified mail.
( 4) The Paying Agent is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-fact for Series 2005 Bondholders as
follows:
(a) If and to the extent there is a deficiency in amounts required
to pay interest on the Series 2005 Bonds, the Paying Agent shall (i) execute
and deliver to U.S. Bank Trust National Association, or its successors under
the Bond Insurance Policy (the "Insurance Paying Agent"), in form
satisfactory to the Insurance Paying Agent, an instrument appointing MBIA
as agent for such Series 2005 Bondholders in any legal proceeding related
to the payment of such interest and an assignment to MBIA of the claims
for interest to which such deficiency relates and which are paid by MBIA,
(ii) receive as designee of the respective Series 2005 Bondholders (and not
as Paying Agent) in accordance with the tenor of the Bond Insurance Policy
payment from the Insurance Paying Agent with respect to the claims for
interest so assigned, and (iii) disburse the same to such respective Series
2005 Bondholders; and
(b) If and to the extent of a deficiency in amounts required to pay
principal of the Series 2005 Bonds, the Paying Agent shall (i) execute and
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deliver to the Insurance Paying Agent in form satisfactory to the Insurance
Paying Agent an instrument appointing MBIA as agent for such Series
2005 Bondholder in any legal proceeding relating to the payment of such
principal and an assignment to MBIA of any of the Series 2005 Bonds
surrendered to the Insurance Paying Agent of so much of the principal
amount thereof as has not previously been paid or for which moneys are not
held by the Paying Agent and available for such payment (but such
assignment shall be delivered only if payment from the Insurance Paying
Agent is received), (ii) receive as designee of the respective Series 2005
Bondholders (and not as Paying Agent) in accordance with the tenor of the
Bond Insurance Policy payment therefor from the Insurance Paying Agent,
and (iii) disburse the same to such Series 2005 Bondholders.
(5) Payments with respect to claims for interest on and principal of
Series 2005 Bonds disbursed by the Paying Agent from proceeds of the Bond
Insurance Policy shall not be considered to discharge the obligation of the Issuer
with respect to such Series 2005 Bonds, and MBIA shall become the owner of
such unpaid Series 2005 Bond and claims for the interest in accordance with the
tenor of the assignment made to it under the provisions of this subsection or
otherwise.
(6) Irrespective of whether any such assignment is executed and
delivered, the Issuer and the Paying Agent agree for the benefit of MBIA that:
(a) They recognize that to the extent MBIA makes payments,
directly or indirectly (as by paying through the Paying Agent), on account
of principal of or interest on the Series 2005 Bonds, MBIA will be
subrogated to the rights of such Series 2005 Bondholders to receive the
amount of such principal and interest from the Issuer, with interest thereon
as provided and solely from the sources stated in the Resolution and the
Series 2005 Bonds; and
(b) They will accordingly pay to MBIA the amount of such
principal and interest (including principal and interest recovered under
subparagraph (ii) of the first paragraph of the Bond Insurance Policy, which
principal and interest shall be deemed past due and not to have been paid),
with interest thereon as provided in the Resolution and the Series 2005
Bonds, but only from the sources and in the manner provided in the
Resolution for the payment of principal of and interest on the Series 2005
Bonds to Series 2005 Bondholders, and will otherwise treat MBIA as the
owner of such rights to the amount of such principal and interest.
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(7) In connection with the issuance of Additional Parity Bonds, the
Issuer shall deliver to MBIA a copy of the disclosure document, if any, circulated
with respect to such Additional Bonds.
(8) Copies of any amendments made to the documents executed in
connection with the issuance of the Series 2005 Bonds which are required to be
consented to by MBIA shall be sent to Standard & Poor's. Copies of any other
amendments not requiring MBIA's consent shall be delivered to MBIA.
(9) The Issuer shall provide MBIA with notice of the resignation or
removal of the Paying Agent and the appointment of a successor thereto.
(10) The Issuer shall provide MBIA with copies of all notices required to
be delivered to Series 2005 Bondholders under the Resolution and, on an annual
basis, copies of the Issuer's audited financial statements and annual budget.
(11) Any notice required to be given to or by any party, including, but not
limited to, a Series 2005 Bondholder or the Paying Agent, pursuant to the
Resolution shall also be provi ded to MBIA. All notices required to be given to
MBIA shall be in writing and shall be sent by registered or certified mail
addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Insured Portfolio Management.
(12) The Issuer agrees to reimburse MBIA immediately and
unconditionally upon demand, to the extent permitted by law, for all reasonable
expenses, including attorneys' fees and expenses, incurred by MBIA in connection
with (a) enforcement by MBIA of the Issuer's obligations, or the preservation or
defense of any rights of MBIA, under the Resolution and any other document
executed in connection with the issuance of the Series 2005 Bonds, and (b) any
consent, amendment, waiver or other action with respect to the Resolution or any
related document, whether or not granted or approved, together with interest on all
such expenses from and including the date incurred to the date of payment of
Citibank's prime rate plus 3% or the maximum interest rate permitted by law,
whichever is less. In addition, MBIA reserves the right to charge a fee in
connection with its review of any such consent, amendment or waiver, whether or
not granted or approved.
(13) Except as otherwise provided in this Section 16(B)( 13), the Issuer
agrees not to use MBIA's name in any public document including, without
limitation, a press release or presentation, announcement or forum without MBIA's
prior consent. Notwithstanding the immediately preceding sentence, the Issuer
may use, refer to and disclose MBIA's name in its ordinary course of business and
government activity. Such use, reference or disclosure includes, but is not limited
to, publishing MBIA's name in the Issuer's Comprehensive Annual Financial
14
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Report, any Preliminary or final Official Stateme nt, any continuing disclosure
document, or any other document or instrument that is prepared by the Issuer in
the ordinary course of its business and government activity, In addition, the Issuer
may disclose MBIA's name in accordance with any applicable public records or
other laws. In the event that the Issuer is proposing to disclose MBIA's name in
any press release, public announcement or other public document outside of its
ordinary course of business and governmental activity, the Issuer shall provide
MBIA with at least three (3) business days' prior written notice of its intent to use
MBIA's name together with a copy of the proposed use of MBIA's name and of
any description of a transaction with MBIA and shall obtain MBIA's prior consent
as to the form and substance of the proposed use of MBIA's name and any such
description.
(14) The Issuer shall not enter into any agreement nor shall it consent to
or participate in any arrangement pursuant to which Series 2005 Bonds are
tendered or purchased for any purpose other than the redemption and cancellation
or legal defeasance of such Series 2005 Bonds without the prior written consent of
MBIA.
(15) The Resolution may not be terminated until all amounts owed to
MBIA under the terms of the Financial Guaranty Agreement have been satisfied.
(16) There may be no optional redemption of the Series 2005 Bonds or
distribution of funds to the Issuer unless all amounts owed to MBIA under the
terms of the Financial Guaranty Agreement have been paid in full.
(17) Notwithstanding any other provision of the Resolution to the
contrary, it shall be considered an event of default under the Resolution if any of
the foregoing occurs and is continuing:
(a) the Issuer fails to pay principal or interest on the Series 2005
Bonds when due;
(b) the Issuer fails to observe any other covenant or condition of
the Resolution and such failure continues for 30 days; provided, however, if
such failure cannot reasonably be cured within 30 days and the Issuer is
diligently taking action to cure the failure, then it shall not be considered a
default under the Resolution unless such failure continues for 90 days; or
c) the Issuer files for bankruptcy.
(18) MBIA, acting alone, shall have the right to direct all remedies with
respect to the Series 2004 Bonds in the event of a default. MBIA shall be
recognized as the registered owner of each Series 2004 Bond which it insures for
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the purposes of exercising all rights and privileges available to Series 2004
Bondholders. For Series 2004 Bonds which it irnures, MBIA shall have the right
to institute any suit, action, or proceeding at law or in equity under the same terms
as a Series 2004 Bondholder in accordance with applicable provisions of the
Resolution. Other than the standard redemption provisions set forth in the
Resolution, any acceleration of principal payments on the Series 2005 Bonds shall
be subject to MBIA's prior written consent.
SECTION 17. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the award of the Series 2005 Bonds in accordance with this Supplemental
Resolution and the Official Notice of Sale, the Issuer hereby covenants and agrees that, in
order to provide for compliance by the Issuer with the secondary market disclosure
requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"),
it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate to be executed by the Issuer and dated the date of delivery of the Series 2005
Bonds, as it may be amended from time to time in æcordance with the terms thereof.
The Continuing Disclosure Certificate shall be substantially in the form attached hereto
as Exhibit F with such changes, amendments, modifications, omissions and additions as
shall be approved by the Chair who is hereby althorized to execute and deliver such
Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer
to comply with such Continuing Disclosure Certificate shall not be considered an event
of default under the Resolution; provided, however, any Series 2005 Bondholder may
take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Issuer to comply with its obligations
under this Section 17 and the Continuing Disclosure Certificate. For purposes of this
Section 17, "Series 2005 Bondholder" shall mean any person who (A) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Series 2005 Bonds (including persons holding Series 2005 Bonds through nominees,
depositories or other intermediaries), or (B) is treated as the owner of any Series 2005
Bonds for federal income tax purposes.
SECTION 18. GENERAL AUTHORITY. The members of the Board, the
Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby
authorized to do all acts and things required of them by this Supplemental Resolution, the
Resolution, the Series 2005 Bonds, the Official Statement, the Continuing Disclosure
Certificate, the Financial Guaranty Agreement or the Escrow Deposit Agreement or
desirable or consistent with the requirements hereof or the Resolution, the Series 2005
Bonds, the Official Statement, the Continuing Disclosure Certificate, the Financial
Guaranty Agreement or the Escrow Deposit Agreement for the full punctual and
complete performance of all the terms, covenants and agreements contained herein or in
the Series 2005 Bonds, the Resolution, the Official Statement, the Continuing Disclosure
Certificate, the Financial Guaranty Agreement and the Escrow Deposit Agreement and
each member, employee, attorney and officer of the Issuer or the Board and the Clerk is
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hereby authorized and directed to execute and deliver any and all papers and instruments
and to do md cause to be done any and all acts and things necessary or proper for
carrying out the transactions contemplated hereunder. The Issuer hereby authorizes its
Bond Counsel and Financial Advisor to do all things necessary to acquire the Escrow
Securities. If the Chair is unavailable or unable at any time to perform any duties or
functions hereunder including but not limited to those described in Sections 5, 6 and 7
hereof, the Vice-Chair is hereby authorized and directed to act on his or her behalf.
SECTION 19. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Series
2005 Bonds.
SECTION 20. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Resolution and all the terms and provisions thereof are and
shall remain in full force and effect.
[Remainder of page intentionally left blank]
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SECTION 21. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED, in Regular Session this 14th day of December, 2004.
(SEAL)
COLLIER COUNTY, FLORIDA
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Chair
By:
ATTEST:
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County Attorney
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18
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EXHIBIT A
GENERAL DESCRIPTION OF THE PROJECT
The Project generally includes the following, as more particularly described in the
plans and specifications on file with the Issuer, and as the same may be amended or
supplemented from time to time:
· Acquisition and construction of the North Naples Regional Park
· Acquisition, construction and equipping of the County's Courthouse Annex
Phase I
· Acquisition, construction and equipping of the Courthouse Annex Parking
Garage
· Acquisition, construction and eqUIppmg of the County's Emergency
Operations Center
· Acquisition, construction and equipping of the County's Fleet Facility
GENERAL DESCRIPTION OF THE PRIOR PROJECTS
The Prior Projects generally includes the following, as more particularly described
in the plans and specifications on file with the Issuer:
· Acquisition of approximately 50 acres of real property located in the
northeast quadrant of the intersection of Goodlette-Frank Road and Golden
Gate Parkway and commonly known as the Fleishman property.
· Acquisition of a certain building and property located at 2885 South
Horseshoe Drive, Naples, Florida, commonly referred to as the Arthrex
Building
~-_.__.._....-
REPORT REQUIRED BY SECTION 191(1) OF THE RESOLUTION
10 A
.~
New Money
North Naples Regional Park $ 66,608,771 $ 43,000,000 Spring 06 $ 800,000 1st Year
1,500,000 Future Years
Courthouse Annex Parking Garage 19,131,783 18,232,000 Feb-06 n/a
Courthouse Annex (Phase 1) 23,625,815 22,844,000 Aug-06 n/a
Emergency Operations Center 45,851,000 40,156,000 Jul-06 n/a
Fleet Facility 10,170,000 9,570,000 Oct-06 n/a
Fleischman Property Acquisition 20,300,000 15,555,000 Mar -04 n/a
Arthrex Building Acquisition 6,309,000 5,990,000 Aug-04 n/a
Total New Money $ 155,347,000
10 A
EXHIBIT C
FORM OF OFFICIAL NOTICE OF SALE
OFFICIAL NOTICE OF SALE
$160,165,000*
Collier County, Florida
Capital Improvement Revenue and Refunding Bonds, Series 2005
Electronic Bids, as Described Herein
Will Be Accepted Until
10:00 am., Eastern Daylight Savings Time, January 11, 2005*
* Preliminary, subject to change,
10 A
Collier County - Capital Improvement Revenue Bonds - NOS
Page 1
IDA
OFFICIAL NOTICE OF SALE
$160,165,000*
Collier County, Florida
Capital Improvement Revenue and Refunding Bonds, Series 2005
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date
and up to the time specified below:
DATE:
TIME:
ELECTRONIC BIDS:
Tuesday, January 11,2005*
10:00 A.M. Eastern Daylight Savings Time*
May be submitted only through Bidcomp/Parity Competitive Bidding
System ("PARITY") as described below, No other form of bid or
provider of electronic bidding services will be accepted.
GENERAL
Bids will be received for the purchase of all, but not less than all, of the $160,165,000*
Capital Improvement Revenue and Refunding Bonds, Series 2005 (the "Bonds') to be issued by
Collier County, Florida (the "County') pursuant to the terms and conditions of a resolution
adopted by the Board of County Commissioners of the County (the "Board") on ,
2005 (the "Bond Resolution'). The Bond proceeds will be used to current refund the Capital
Improvement Refunding Revenue Bonds, Series 1994, to fund the North Naples regional Park,
the Courthouse Annex Parking Garage and Phase 1, Emergency Operations Center and Fleet
Facility projects, to refund tœ County's Revenue Note draws form the Florida Association of
Counties Commercial Paper Program, and to fund all or a portion of issuance expenses incurred
with this issuance. The Bonds are more particularly described in the Preliminary Official
Statement dated January _, 2005 (the ''Preliminary Official Statement') relating to the Bonds,
available at I-deal's website, www.i-dealprospectus.com.This Official Notice of Sale contains
certain information for quick reference only. It is not, and is not intended to be, a summary ofthe
Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain
information essential to making an informed investment decision.
Prior to accepting bids, the County reserves the right to change the princ ipal amount of
the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time,
or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer
news service at the internet website address www.tm3.com not later than Noon, Eastern Daylight
Savings Time, on the day preceding the bid opening or as soon as practicable. Such notice will
specifY the revised principal amount or terms, if any, and any later date or time selected for the
sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later
public sale may be held at the hour, in the manner, and on such date as communicated upon at
least twenty-four (24) hours notice via The Bond Buyer news service at the internet website
address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the
principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF
AMOUNTS AND MATURITIES."
* Preliminary, subject to change,
Collier County - Capital Improvement RevenueBonds - NOS
Page 2
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To the extent any instructions or directions set forth in PARITY conflict with this Official
Notice of Sale, the terms of this Official Notice of Sale shall control. For further information
about PARITY and to subscribe in advance of the bid, potential bidders may contact PARITY at
(212) 404-8102.
Each prospective electronic bidder must be a subscriber to PARITY. Each qualified
prospective electronic bidder shall be solely responsible to make necessary arrangements to view
the bid form on PARITY and to access PARITY for the purposes of submitting its bid in a timely
manner and in compliance with the requirements of the Official Notice of Sale. Neither the
County nor PARITY shall have any duty or obligation to provide or assure access to PARITY to
any prospective bidder, and neither the County nor PARITY shall be responsible for a bidder's
failure to register to bid or for proper operation of, or have any liability for any delays or
interruptions of, or any damages caused by, PARITY. The County is using PARITY as a
communication mechanism, and not as the County's agent, to conduct the electronic bidding for
the Bonds. The County is not bound by any advice and determination of PARITY to the effect
that any particular bid complies with the terms of this Official Notice of Sale and, in particular,
the bid specifications hereinafter set forth. All costs and expenses incurred by prospective
bidders in connection with their registration and submission of bids via PARITY are the sole
responsibility of such bi:iders and the County shall not be responsible, directly or indirectly, for
any such costs or expenses. If a prospective bidder encounters any difficulty in submitting,
modifying or withdrawing a bid for the Bonds, the prospective bidder should immediately
telephone PARITY at 212-404-8102 and notify the Countys Financial Advisor, Public Financial
Management, Inc., at 239-939-3009. The County shall have no responsibility for technological or
transmission errors that any bidder may experience in transmitting a bid.
THE BONDS
The Bonds will be issued in fully registered, book-entry only form, without coupons, will
be dated as of their date of delivery (currently anticipated to be February 2, 2005), will be issued
in denominations of $5,000 or integral multiples thereof, will bear interest from their dated date
until paid at the annual rate or rates specified by the successful bidder, subject to the limitations
specified below, payable as shown on the Summary Table. Interest will be computed on the basis
of a 360-day year of twelve 30- day months. The Bonds must meet the minimum and maximum
coupon and reoffering price criteria shown in the Summary Table on a maturity and aggregate
basis.
The Bonds will mature on the month and day, in the years and principal amount s shown
on the Summary Table as serial bonds.
STRUCTURE
Any two to four consecutive maturities of the Series 2005 Bonds maturing on or after
October 1, 2015 bearing interest at the same rate may be combined into up to four term bonds
with mandatory sinking fund installments equal to the amounts specified in the Official Notice of
Sale for the years combined to form a term bond.
Collier County - Capital Improvement RevenueBonds - NOS
Page 3
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.,. ..
Summary Table*
If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table,
the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed
explanation of the items contained in the Summary Table, including interpretation of such items and methodologies
used to determine such items, Prospective purchasers of the bonds must read the entire official notice of sale.
Terms of the Bonds
Dated Date
Anticipated Delivery Date
Interest Payment Dates
Principal Payment Dates (October I):
Year Principal Amount*
Date of Delivery
February 2, 2005*
April 1 and October I, commencing Apri I 1, 2005
Year
Principal Amount*
Year
Principal Amount*
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
Interest Calculation
Ratings:
360-day year of twelve 30-day months
Al
AA-
AA-
Moody's
S&P
Fitch
Bidding Parameters
Sale Date
Bidding Method
All or none vs. Maturity-by Maturity
Bid Award Method
Bid Confirmation
Bid Award
Good Faith Deposit
Coupon Multiples
Maxil1Jlm Coupon
Minimum Coupon
Optional Redemption
Term Bonds
Maximum Reoffering Price:
January 11,2005*
PARITY
All-o r-none
Lowest true interest cost
Fax signed Official Confirmation of Bid Form
As soon as practicable on day of sale
$1,600,000; Surety bond required prior to bid
1/8 or 1/20 of 1 %
5,50%
None
Yes, 10 year par call is described herein,
Yes, at bidder's option as described herein,
Un1imited
Un1imited
98.0%
99,0%
Yes, all maturities, by
premium to be paid by the County
(As required to optimize refunding savings and fund projects)
Maturity
Aggregate
Maturity
Aggregate
Minimum Reoffering Price:
Insurance
Adiustment Parameters
Principal Increases:
Maturity
Aggregate
Maturity
Aggregate
Unlimited
Un1imited
Un1imited
Un1imited
Principal Reductions:
Collier County - Capital Improvement RevenueBonds - NOS
Page 4
10 A
REDEMPTION
The Series 2005 Bonds maturing prior to October 1, 2015 are not subject to optional
redemption prior to maturity. The Series 2005 Bonds maturing on or after October 1, 2015 are
subject to redemption prior to their respective maturities, at the option of the County on or after
October 1, 2015, as a whole or in part at any time, and if in part, by maturities to be selected by
the County and by lot within a maturity if less than a full maturity, at a redemption price equal to
100% of the principal amount of the Series 2005 Bonds to be redeemed plus accrued interest to
the date fixed fro redemption.
SECURITY
Payment of the principal of and interest on the Bonds will be secured by sales tax revenue
received by the County from the Local Government Half Cent Sales tax collected by the State of
Florida on parity with unrefunded portion of the Series 1994 Bonds, Capital Improvement
Revenue Bonds, Series 2002, and the Capital ImprovemeIt Bonds, Series 2003.
ADJUSTMENT OF AMOUNT AND MATURITIES
The aggregate principal amount of each maturity of Bonds is subject to adjustment by the
County after the receipt and opening of the bids for their purchase. Changes to be made after the
opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m.,
Eastern Daylight Savings Time on the date following the sale date.
The County may cancel the sale of the Bonds or adjust the aggregate principal amount.
The County may increase or decrease the principal amount of the Bonds or any maturity thereof
by no more than the individual maturity or aggregate principal percentages, if any, shown in the
Summary Table. The County will consult with the successful bidder before adjusting the amount
of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right
to make adjustments, within the limits described above, or cancel the sale of the Bonds.
Adjustment to the size of the Bonds within the limits described above does not relieve the
purchaser from its obligation to purchase all of the Bonds offered by the County.
Each bid must specify the initial reoffering prices to the public of each maturity of Bonds.
Adjustments may be made to the principal amounts based on the reoffering prices shown on
PARITY. In determining whether there will be any revision to the principal amount of or
maturity of the Bonds subsequent to the bid opening and award, the County expects that changes
may be made that are necessary 10 increase or decrease the principal amount of the Bonds to
meet the County's project funding objectives, all subject to the limitations set forth above.
In the event that the principal amount of any maturity of the Bonds is revised after the
award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on
the Bonds as submitted by the successful bidder shall be held constant. The "Underwriter's
Discount" shall be defined as the difference between the purchase price of the funds submitted
by tœ bidder and the price at which the Bonds will be issued to the public, calculated rom
information provided by the bidder, divided by the par amount of the Bonds bid.
FORM AND PAYMENT
The Bonds will be issued in fully registered, book-entry only form and a bond certificate
for each maturity will be issued to The Depository Trust Company, New York, New York
Collier County - Capital Improvement Revenue Bonds - NOS
Page 5
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("DTC ''), registered in the name of its nominee, Cede & Co. A book-entry system will be
employed, evidencing ownership of the Bonds, with transfers of ownership effected on the
records of DTC and its participants pursuant to rules and procedures adopted by DTC and its
participants. The successful bidder, as a condition to delivery of the Bonds, will be required to
deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the
name of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by
US Bank, the paying agent and registrar (the ''Registrar'') for the Bonds by wire transfer or in
clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of
principal, premium, if any, and interest payments to the beneficial owners by participants of
DTC will be the responsibility of such participants and other nominees of beneficial owners.
Neither the County nor the Registrar will be responsible or liable for payments by DTC to its
participants or by DTC participants to beneficial owners or for maintaining, supervising or
reviewing the records maintained by DTC, its participants or persons acting through such
participants.
Principal of, and premium, if any, on the Bonds will be payable on surrender thereof at
the principal office of the Registrar on the month and day, in the years and amounts established
in accordance with the award of the Bonds. Interest on the Bonds is payable on the dates shown
in the Summary Table. The Registrar will mail interest payments on the Bonds on each interest
payment date to the owners of the Bonds at the addresses listed on the registration books
maintained by the Registrar for such purpose on the fifteenth day of the calendar month prior to
payment, as described in the Bond Resolution. So long as DTC or its nominee is the registered
owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds
will be made to DTC or its nominee.
PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT
The County has authorized the preparation and electronic distribution of a Preliminary
Official Statement containing information relating to the Bonds. The Preliminary Official
Statement has been deemed final by the County as required by Rule 15c2-12 of the Securities
and Exchange Commission. The County will furnish the successful bidder on the date of closing,
with its certificate as to the completeness and accuracy of the Official Statement.
The Preliminary Official Statement, this Official Notice of Sale and the Official
Confirmation of Bid Form and any other information concerning the proposed financing will be
available electronically at I-Deal's website, www.i-dealprospectus.com Assistance in obtaining
the documents will be provided by I- Deal customer service at 212-404-8102 or from Public
Financial Management, Inc., Financial Advisor to the County, 13350 Metro Parkway, Suite 302,
Fort Myers, FL 33912, 239-939- 3009,239-939-1220 fax, sheltonl@publicfìn.com.
The Preliminary Official Statement, when amended to reflect the actual amount of the
Bonds sold, the interest rates specified by the successful bidder and the price or yield at which
the successful bidder will reoffer the Bonds to the public, together with any other information
required by law, will constitute a final "Official Statement" with respect to the Bonds as that
term is defined in Rule 15c2-12. No more than seven business days after the date of the sale, the
County will provide without cost to the respective successful bidder up to 200 copies of the
Official Statement. If the Bonds are awarded to a syndicate, the County will designate the senior
managing underwriter of the syndicate as its agent for purposes of distributing copies of the
Official Statement to each participating underwriter. Any underwriter submitting a bid with
respect to the Bonds agrees thereby that if its bid is accepted, it shall accept such designation and
Collier County - Capital Improvement RevenueBonds - NOS
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shall enter into a contractual relationship with all participating underwriters for the purpose of
assuring the receipt and distribution by each participating underwriter of the Official Statement.
LEGAL OPINIONS
The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson, P.A., the
County's Bond Counsel, as to the legality thereof and such opinion will be furnished without
cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is
attached to the Preliminary Official Statement as Appendix _. Certain matters will be passed on
for the County by David C. Weigel, County Attorney.
A legal opinion (or reliance letter thereon) of Bryant Miller & Olive P.A., Tampa,
Florida, Disclosure Counsel, and a legal opinion of David C. Weigel, County Attorney, with
respect to certain matters concerning the Official Statement will be furnished without charge to
the successful bidder at the time of delivery of the Bonds.
BIDDING PROCEDURE; OFFICIAL BID FORMS
Only electronic bids submitted via PARITY will be accepted. No other provider of
electronic bidding services will be accepted. No bid delivered in person or by facsimile directly
to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the
bidding time period, provided they are eligible to bid as described under "GENERAL" above.
Each electronic bid submitted via PARITY shall be deemed an irrevocable offer in
response to this Official Notice of Sale and shall be binding upon the bidder as if made by a
signed, sealed bid delivered to the County. All bids remain firm until an award is made. The
successful bidder must confinn the details of such bid by a signed Official Confirmation of Bid
Form delivered by fax to Public Financial Management, Inc. at 239-939-1220 no later than one
hour after being notified by the County of being the winning bidder, the original of which must
be received by Public Financial Management, Inc., Financial Advisor to the County on the
following business day at 13350 Metro Parkway, Suite 302, Fort Myers, FL 33912. Failure to
deliver does not relieve the bidder of the obligation to purchase the Bonds.
FORM OF BID
Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) an
annual rate of interest for each maturity, (2) reoffering price or yield for each maturity and (3) a
dollar purchase price for the entire issue of the Bonds. No more than one (1) bid from any bidder
will be considered.
A bidder must specify the rate or rates of interest per annum (with no more than one rate
of interest per maturity), which the Bonds are to bear, to be expressed in multiples of 1/8 or 1/20
of 1 %. Any number of interest rates may be named, but the Bonds of each maturity must bear
interest at the same single rate for all bonds of that maturity.
Each bid for the Bonds must meet the minimum and maximum coupon criteria and
minimum and maximum reoffering price criteria shown in the Summary Table on a maturity and
aggregate basis.
Each bidder must specify, as part of its bid, the prices or yields at which a substantial
amount (i.e., at least 10%) of the Bonds of each maturity will be offered and sold to the public.
Reoffering prices presented as a part of the bids will not be used in computing the bidder's true
Collier County - Capita/Improvement RevenueBonds - NOS
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interest cost. As promptly as reasonably possible after bids are received, the County will notify
the successful bidder that it is the apparent winner.
MUNICIPAL BOND INSURANCE
The County has received a commitment from of its intent to
issue a municipal bond insurance policy insuring payment of principal and interest on the Bonds,
when due. The cost of municipal bond insurance will be paid by the County. Information
regarding the bond insurance commitment may be obtained ITom the Public Financial
Management, Inc., Financial Advisor to the County, 13350 Metro Parkway, Suite 302, Fort
Myers, FL 33912, 239-939-3009, shelton@publicfm.com
AWARD OF BID
The County expects to award the Bonds to the winning bidder as soon as practicable after
the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all
bids are rejected, the Bonds will be awarded by the County on the sale date to the bidder whose
bid complies with this Official Notice of Sale and results in the lowest True Interest Cost ("TIC ')
to the County. The lowest TIC will be determined by doubling the semi-annual interest rate,
compounded semi-annually, necessary to discount the debt service payments from the payment
dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or
more responsible bidders offer to purchase the Bonds at the same lowest TIC, the County will
award the Bonds to one of such bidders by lot. Only the final bid submitted by any bidder
through PARITY will be considered. The right reserved to the County shall be final and binding
upon all bidders with respect to the form and adequacy of any proposal received and as in its
conformity to the terms of this Official Notice of Sale.
RIGHT OF REJECTION
The County reserves the right, in its discretion, to reject any and all bids and to waive
irregularity or informality in any bid.
DELIVERY AND PAYMENT
Delivery of the Bonds will be made by the County to DTC in book-entry only form, in
New York, New York on or about the delivery date shown in the Summary Table, or such other
date agreed upon by the County and the successful bidder. Payment for the Bonds must be made
in Federal Funds or other funds immediately available to the County at the time of delivery of
the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal
Funds or otherwise, will be borne by the purchaser. The County intends to conduct the closing in
Naples, Florida.
RIGHT OF CANCELLATION
The successful bidder will have the right, at its option, to cancel its obligation to purchase
the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within
60 days ITom the date of sale thereof, and in such event the successful bidder will be entitled to
the return of the Good Faith Deposit accompanying its bid.
GOOD FAITH DEPOSIT
Each bid for the purchase of the Bonds must be accompanied by a financial surety bond
which guarantees payment to the County of the Good Faith Deposit amount shown in the
Collier County - Capita/Improvement Revenue Bonds - NOS
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Summary Table to secure the County against any loss resulting from a failure of the successful
bidder to take up and pay for the Bonds in accordance with the terms of this Official Notice of
Sale and of their bids. Each financial surety bond must be from an insurance company acceptable
to the County and licensed to issue such a bond in the State of Florida. Each financial surety
bond must be submitted to Public Financial Management, Inc., Financial Advisor to the County,
13350 Metro Parkway, Suite 302, Fort Myers, FL 33912, or by facsimile to 239-939-1220, prior
to the time bids are required to be submitted and must be in form and substance acceptable to the
County. Each financial surety bond must identify each bidder whose deposit is guaranteed by
such financial surety bond.
The successful bidder for the Bonds is required to submit its Good Faith Deposit to the
County in the form of a wire transfer in federal funds not later than 12:30 p.m., Eastern Daylight
Savings Time, on the next business day following the award. If such deposit is not received by
that time, the relevant financial surety bond will be drawn upon by the County to satisfy the
deposit requireme nt.
The Good Faith Deposit so wired will be retained by the County until the delivery of such
Bonds, at which time the good faith deposit will be applied against the purchase price of such
Bonds or the good faith deposit will be retained by the County as partial liquidated damages in
the event of the failure of the successful bidder to take up and pay for such Bonds in compliance
with the terms of the Official Notice of Sale and of its bid. The County will pay no interest on
the good faith deposit. The balance of the purchase price must be wired in federal funds to the
account detailed in the closing memorandum provided by the County to the successful purchaser,
simultaneously with delivery of such Bonds.
CUSIP NUMBERS
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to
print such numbers on any Bonds nor any error with respect thereto will constitute cause for a
failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Bond
Counsel will not review or express any opinion as to the correctness of such CUSIP numbers.
The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the
Bonds. The successful bidder will be responsible for applying for and obtaining CUSIP numbers
for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be
paid for by the County; provided, however, that the CUSIP Service Bureau charge for the
assignment of said numbers will be the responsibility of and will be paid for by the successful
bidder.
BLUE SKY
The County has not undertaken to register the Bonds under the securities laws of any
state, nor investigated the eligibility of any institution or person to purchaser or participate in the
underwriting of the Bonds under any applicable legal investment, insurance, banking or other
laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the
Bonds in states other than Florida will be made only under exemptions from registration or,
wherever necessary, the successful bidder will register the Bonds in accordance with the
securities laws of the state in which the Bonds are offered or sold. The County agrees to
cooperate with the successful bidder, at the bidder's written request an:! expense, in registering
the Bonds or obtaining an exemption from registration in any state where such action is
necessary; provided, however, that the County shall not be required to consent to suit or to
service of process in any jurisdiction.
Collier County - Capital Improvement Revenue Bonds - NOS
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DISCLOSURE OBLIGATIONS OF THE PURCHASER
Section 218.38(1 )(b )(2), Florida Statutes, requires that the successful purchaser file a
statement with the County containing information with respect to any fee, bonus or gratuity paid,
in connection with the Bonds, by any underwriter or financial consultant to any person not
regularly employed or engaged by such underwriter or consultant. Receipt of such statement is a
condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder
must (1) complete the Truth- in- Bonding Statement provided by Bond Counsel (the form of
which is attached hereto as Exhibit A) and (2) indicate whether such bidder has paid any finder's
fee to any person in connection with the sale ofthe Bonds in accordance with Secti:m 218.386,
Florida Statutes. The successful purchaser will be required to submit to the County prior to
closing a certification to the effect that (i) all of the Bonds have been subject of a bona fide initial
offering to the public (excluding bond houses, brokers or similar persons or organizations acting
in the capacity of underwriters or wholesalers) at prices no higher than those shown on the cover
of the Official Statement relating to the Bonds, (ii) to the best of their knowledge, and based on
their records and other information available to them which they believe to be correct, at least 10
percent of each maturity of the Bonds were sold to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters or wholesalers) at initial
offering prices not greater than or yields not lower than the respective prices or yields shown on
the cover of the Official Statement, and (iii) at the time they agreed to purchase the Bonds, based
upon their assessment ofthe then prevailing market conditions, they had no reason to believe any
of the Bonds would be sold to the public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at prices greater than or
yields no lower than the respective prices or yields shown on the cover of the Official Statement.
CONTINUING DISCLOSURE
The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-
12 of the Securities and Exchange Commission. The specific nature of the information to be
contained in the Annual Report and the notices of material events are set forth in the Continuing
Disclosure Certificate which is reproduced in its entirety in Appendix _ attached to the
Preliminary Official Statement for the Bonds. The covenants have been undertaken by the
County in order to assist the successful purchaser in complying with clause (b)(5) of Rule 15c2-
12 of the Securities and Exchange Commission.
CERTIFICATE
The County will deliver to the purchaser of the Bonds a certificate of an official of the
County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of
the knowledge and belief of said official, the Official Statement does not contain an untrue
statement of a material fact or omit to state any material fact necessary in order to make the
statement made, in light of the circumstances under which they were made, not misleading, and
further certifYing that the signatory knows of no material adverse change in the financial
condition of the County.
COLLIER COUNTY, FLORIDA
By:
Chair, Board of County Commissioners of
Collier County, Florida
Dated: January _, 2005
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EXHIBIT A
TRUTH-IN-BONDING STATEMENT
January _' 2005
Board of County Commissioners
Collier County, Florida
Re: $160,165,000 Collier County, Florida Capital Improvement Revenue and
Refunding Bonds, Series 2005
Dear Commissioners:
The purpose of the following two paragraphs is to furnish, pursuant to the provisions of
Sections 218.385(2) and (3), Florida Statutes, as amended, the trutlr in-bonding statement
required thereby, as follows:
(a) The County is proposing to issue $ principal amount of the above-
referenced Bonds for the principal ptrposes of (i) to current refund the Capital
Improvement Refunding Revenue Bonds, Series 1994, (ii) to fund the North Naples
Regional Park, the Courthouse Annex Parking Garage, the Courthouse Annex Phase 1,
Emergency Operations Center and Fleet Facility projects, (iii) to refund the County's
Revenue Note draws from the Florida Association of Counties Commercial Paper
Program for land acquisitions of the FIe ischman property and Athrex Building by the
Conservation Collier Program, and such other projects approved by the Board of County
Commissioners and (iv) to fund all or portion of issuance expenses incurred with this
issuance. This obligation is expected to be repaid over a period of approximately _
years. At a true interest cost of %, total interest paid over the life of the obligation
will be approximately $
(b) The Bonds are limited obligations of the County. The source ofrepayment or
security for the Bonds is the sales tax revenue received by the County (as described in the
Official Statement for the Bonds). Authorizing this debt will result in approximately
$ (representing the average annual debt service with respect to the
Bonds) of such moneys being used to pay debt service on the Bonds each year for _
years.
The foregoing is provided for information purposes only and shall not affect or
control the actual terms and conditions of the Bonds.
Very truly yours,
Underwriter
By:
Authorized Signatory
Collier County - Capital Improvement RevenueBonds - NOS
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OFFICIAL CONFIRMATION OF BID FORM
$160,165,000*
Collier County, Florida
Capital Improvement Revenue and Refunding Bonds, Series 2005
The undersigned hereby offer to purchase all of the Collier County, Florida Capital Improvement
Revenue and Refunding Bonds, Series 2005, to be dated as of the date of delivery (expected to be
February 2,2005), described in the attached Official Notice of Sale and the Preliminary Official
Statement referred to therein, which by reference is made part of this bid, for all but not less than all of
said Series 2005 Bonds and will pay therefor, at the time of delivery, in immediately available Federal
Reserve Funds Dollars
($
), bearing interest at the following rates per annum:
Year Principal Interest Reoffering
(October 1) Amount Rate Price or Yield
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
Collier County - Capital Improvement Revenue Bonds - NOS
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2035 I I I
OFFICIAL CONFIRMATION OF BID FORM - continued
Any two to four consecutive maturities of the Series 2005 Bonds maturing on or after
October 1, 2015 bearing interest at the same rate may be combined into up to four term bonds
with mandatory sinking fund installments equal to the amounts specified in the Official Notice of
Sale for the years combined to fa rm a term bond.
The principal installments for the Series 2005 Bonds indicated on the pervious page shall
be applied for the mandatory retirement of up to four Term Bonds maturing in the years and
amounts and bearing interest as follows:
$ Term Bonds maturing on October I, _at _% per annum to yield _% per annum
$ Term Bonds maturing on October 1, _at _% per annum to yield _% per annum
$ Term Bonds maturing on October 1, _at _% per annum to yield _% per annum
$ Term Bonds maturing on October 1, _at _% per annum to yield _% per annum
GOOD FAITH DEPOSIT
In accordance with the attached Official Notice of Sale, we are the authorized principal of a
Financial Surety Bond in the amount of Three Hundred Fifty Thousand Dollars ($350,000) with respect
to this bid as described in the attached Official Notice of Sale.
This proposal is not subj ect to any conditions not expressly stated herein or in the attached
Official Notice of Sale. Receipt of the Preliminary Official Statement relating to the Series 2005 Bonds is
hereby acknowledged. The names of the underwriters or member of the account or joint bidding account,
if any, who are associated for the purpose of this Proposal are listed either below or on a separate sheet
attached hereto.
Collier County - Capital Improvement RevenueBonds - NOS
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TRUTH IN BONDING STATEMENT
The successful bidder must complete, sign and deliver with this Official Confirmation of Bid
Fonn the Truth in Bonding Statement which is attached to the Official Notice of Sale as Exhibit A. The
County reserves the right to assist the bidder in correcting any inconsistencies or inaccuracies set forth in
such Truth in Bonding Statement. The County may waive any inconsistencies or inaccuracies relating to
such Statements and any such waived inconsistencies or inaccuracies shall not adversely affect the bid.
Furthennore, pursuant to Section 218.386, Florida Statutes, the names, addresses and estimated
amounts of compensation of any person who has entered into an understanding with the underwriters or,
to the managing underwriter's knowledge, the County, or both, for any paid or promised compensation or
valuable consideration, directly or indirectly, expressly or implied, to act solely as an intennediary
between the County and managing underwriter or who exercises or attempts to exercise any influence to
effect any transaction in the purchase of the Series 2005 Bonds are set forth below in the space provided.
If no infonnation is provided below, the County shall presume no compensation was or will be paid.
Senior Manager:
Address
Authorized Signature:
City
State
Zip Code
Printed Name:
Telephone Number
Facsimile Number
Collier County - Capital Improvement RevenueBonds - NOS
Page 14
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT
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PRELIMINARY OFFICIAL STATEMENT DATED JANUARY --J 2005
NEW ISSUE -BOOK ENTRY ONLY
ANTICIPATED RATINGS: Fitch: "AAA" (Insured) and "AA-" (Underlying)
Moody's: "Aaa" (Insured) and "AI" (Underlying)
Standard & Poor's: "AAA" (Insured) and "AA-" (Underlying)
( Insured) (See "RATINGS" herein)
In the opinion of Nabors, Giblin & Nickerson, P,A., Tampa, Florida, Bond Counsel, interest on the Series
2005 Bonds (as hereinafter defined) is, under existing statutes, regulations, rulings and court decisions: (a)
excludable from gross income for federal income tax purposes except as otherwise described herein under the caption
"TAX EXEMPTION" and (b) not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations. Such interest, however, will be includable in the calculation of a
corporation's alternative minimum taxable income and may be subject to other federal income tax consequences
referred to herein under the caption "TAX EXEMPTION," Bond Counsel is further of the opinion that the Series
2005 Bonds and the interest thereon are exempt from all present intangible personal property taxes imposed
pursuant to Chapter 199, Florida Statutes. See "TAX EXEMPTION" herein for a discussion of Bond Counsel's
opinion.
$160,150,000*
COLLIER COUNTY, FLORIDA
Capital Improvement and Refunding Revenue Bonds,
Series 2005
Dated: Date of Delivery
Due: October 1, as shown below
The Capital Improvement and Refunding Revenue Bonds, Series 2005 (the "Series 2005 Bonds")
are being issued by Collier County, Florida (the "County") as fully registered bonds, which initially will
be registered in the name of Cede & Co" as nominee of The Depository Trust Company, New York, New
York CDTC'). Individual purchases will be made in book-entry form only through Participants (defined
herein) in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2005 Bonds
(the "Beneficial Owners") will not receive physical delivery of certificates, Transfers of ownership
interests in the Series 2005 Bonds will be effected by the DTC book-entry system as described herein, As
long as Cede & Co, is the registered owner as nominee of DTC principal and interest payments will be
made directly to such registered owner which will in turn remit such payments to the Participants (as
defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2005 Bonds
is payable on April 1, 2005 and semiannually on each October 1 and April 1 thereafter, Principal of,
premium, if any, and interest on the Series 2005 Bonds will be payable by U.S. Bank National Association,
Atlanta, Georgia, as Paying Agent and Registrar.
This cover page contains certain information for quick reference only, It is not, and is not
intended to be, a summary of the issue. Investors must read the entire Official Statement to obtain
information essential to the making of an informed investment decision.
The Series 2005 Bonds are being issued for the purpose of providing funds, together with other
legally available funds of the County, to (i) reimburse or finance the costs of acquisition, construction and
equipping of various capital improvements as more fully described herein (the "Project"), (ii) refund, on a
current basis, that portion of the County's outstanding Capital Improvement Revenue Refunding Bonds,
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Series 1994, maturing on and after October 1, 2006, (iii) refinance the County's outstanding Revenue Note
Draw No, A-27-1 and Revenue Note Draw No, A-29-1 issued to the Florida Local Government Finance
Commission in the aggregate principal amount of $21,545,000, all of which is currently outstanding, and
(iv) pay certain costs of issuance of the Series 2005 Bonds, including the municipal bond insurance
premium and the reserve account insurance policy premium,
The Series 2005 Bonds are subject to optional and mandatory redemption prior to their stated
maturities as described herein,
The Series 2005 Bonds are payable from and secured by a lien upon the proceeds of the local
government half-cent sales tax, as defined and described in, and distributed to the County under,
Chapter 218, Part VI, Florida Statutes, and certain other investment earnings under the Resolution (as
defined herein) (collectively, the "Pledged Revenues"), on a parity in all respects with certain other
outstanding obligations of the County as more fully described herein.
THE SERIES 2005 BONDS SHALL NEITHER CONSTITUTE GENERAL INDEBTEDNESS OF
THE COUNTY NOR A PLEDGE OF ITS FULL FAITH, CREDIT OR TAXING POWER WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, BUT SHALL
BE PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED
REVENUES AS PROVIDED IN THE RESOLUTION. NO HOLDER OR HOLDERS OF THE SERIES 2005
BONDS SHALL EVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD
V ALOREM TAXING POWER OF THE COUNTY TO PAY THE SERIES 2005 BONDS OR THE INTEREST
lHEREON OR TO MAKE ANY OTHER PAYMENTS PROVIDED IN THE RESOLUTION, THE SERIES
2005 BONDS AND THE INDEBTEDNESS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN
UPON THE PROJECT OR ANY OTHER PROPERTY OF THE COUNTY, BUT SHALL CONSTITUTE A
LIEN UPON THE PLEDGED REVENUES TO THE EXTENT AND IN THE MANNER PROVIDED IN
lHE RESOLUTION.
Payment of the principal of and interest on the Series 2005 Bonds when due will be insured by a
municipal bond insurance policy to be issued simultaneously with the delivery of the Series 2005 Bonds
by , See "MUNICIPAL BOND INSURANCE" herein,
[Insurer Logo]
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AMOUNTS, MATURITIES, INTEREST RATES,
PRICES OR YIELDS AND INITIAL CUSIP NUMBERS
$
Serial Bonds*
Maturity
(October 1)* Amount*
Interest
Rate
Initial
Price or Cusip
Yield Numbers
Maturity
(October 1)* Amount*
Interest
Rate
Initial
Price or Cusip
Yield Numbers
$
%
%
$
%
%
$ * _% Term Bonds due October 1, _* - Price or Yield _% - Initial Cusip No,_
$ * _ % Term Bonds due October 1, _ * - Price or Yield _% - Initial Cusip No, _
$ * _% Term Bonds due October 1, _* - Price or Yield _% - Initial Cusip No,_
The Series 2005 Bonds are offered when, as and if issued and received by the Underwriter, subject to the
approval as to legality by Nabors, Giblin & Nickerson, PA" Tampa, Florida, Bond Counsel. Certain legal matters
will be passed on for the County by David C. Weigel, Esq., County Attorney, and by Bryant Miller & Olive P,A.,
Tampa, Florida, Disclosure Counsel, Public Financial Management, Inc., Fort Myers, Florida is acting as Financial
Advisor to the County. It is expected that the Series 2005 Bonds will be delivered to the facilities of DTC in New
York, New York on or about February ----J 2005,
Electronic bids for the Series 2005 Bonds will be received through the P ARITY® Competitive
Bidding System as described in the Official Notice of Sale.
Dated: January ----J 2005
*Prelirninary, subject to change.
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RED HERRING LANGUAGE:
This Preliminary Official Statement and the information contained herein are subject to
completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute
an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2005 Bonds in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration,
qualification or exemption under the securities laws of such jurisdiction, The County has deemed this
Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of
Rule 15c2-12 promulgated by the Securities and Exchange Commission.
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COLLIER COUNTY, FLORIDA
Government Complex
3301 East Tamiami Trail
Naples, Florida 34112
(239) 774-8097
BOARD OF COUNTY COMMISSIONERS
Donna Fiala, Chair
Fred W. Coyle, Vice Chair
Jim Coletta, Commissioner
Frank Halas, Commissioner
Tom Henning, Commissioner
COUNTY MANAGER
James V, Mudd
CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY
AND CHIEF FINANCIAL OFFICER
Dwight E, Brock, Esq.
DIRECTOR OF FINANCE AND ACCOUNTING
James 1. Mitchell, CIA, CFE, CBA
COUNTY ATTORNEY
David C Weigel, Esq,
BOND COUNSEL
Nabors, Giblin & Nickerson, P,A.
Tampa, Florida
DISCLOSURE COUNSEL
Bryant Miller & Olive PA
Tampa, Florida
FINANCIAL ADVISOR
Public Financial Management, Inc.
Fort Myers, Florida
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No dealer, broker, salesman or other person has been authorized by the County or the
Underwriter to give any information or to make any representations in connection with the Series 2005
Bonds, other than as contained in this Official Statement, and, if given or made, such information or
representations must not be relied upon as having been authorized by the County, This Official
Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Series 2005 Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale.
The information set forth herein has been obtained from the County, the Insurer, DTC and other
sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is
not to be construed as a representation by, the Underwriter. The information and expressions of opinion
stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made
hereunder shall create, under any circumstances, any implication that there has been no change in the
matters described herein since the date hereof,
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS THA T STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES
2005 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
All summaries herein of documents and agreements are qualified in their entirety by reference to
such documents and agreements, and all summaries herein of the Series 2005 Bonds are qualified in their
entirety by reference to the form thereof included in the aforesaid documents and agreements,
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2005 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY
STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST
REL Y ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2005 BONDS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR REGULA TORY AUTHORITY, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT, ANY REPRESENTATION TO THE
CONTRARY MAYBE A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Contents
Page
INTRODUCTION ,................."..,...,..",..",..........,....,.....,..."..""..,.,....,....,',..,...........,...."..,...",.."."....,.."...... ....,. ......1
General......, ,....,..,............. ....,....., '..'.. ...... ....,..........,....".."....,..........,. ,.."....." ...,...."....""...,..".."",..".... ....,......."..1
The County"....., ,..., ,.... ..,.... '.... ..,.. ......, ....,. ...............".... '.... '... ................,...,.." ,..,.... ,.."......,..".,.."..""...."...,...., ,..1
Purpose of the Series 2005 Bonds ...,.........,.....,........."..,....,.........."..........,.."....,.,..,...,"...................."...............,1
Security for the Bonds ..., ..,.. ..,.... ,.... ........,..,.,...., ....,.....,. '..., ....... ....,'.........., ..,.. ...............".......".....",..,.,.......,... ...2
Redemption Provisions..... ..,....,...,..........,....., ...... ,...... ...., ......"............,.., ...., ...." ....."..,. ,..,.,...,........ '.. ..... ....,.. ..,..,2
Municipal Bond Insurance........ '.........,..... ....., ,....,..,'... ..... '...... ..... ....'..... .....,...,....... ,.."..,.."..,....."..,.. ....,. ....,.. ....2
Additional Parity Bonds ,....,....",....,..,.......,............. ...... ....,.. ..,...........,..,.........,.....,........,...,............ ....,. ,.... ,..,.., ...2
Tax Exemption.,.... ...... ..... ...... ,..,... ..,.. ......".......,.., ,..... ..,.. ....... .....,......, .........,......,........,...""..,....,...... ..... ....... .......2
Continuing Disclosure. ..,.. ....... ..,..... ,..,'..... ....., .....,....... ,.... ..... ..,.... ......,.."..........".........,.....,........, ,..", ....,......... ..,3
Amendment of Resolution..." ,..,...... ....., ....., ...... ............. ..,.., ..... ......,..... ...,....... ,..,.,......."..",.,. '... ..,............. ........ ,3
Additional Informa tion".",.....,...",..",...,..,....,....,....,....".....,..,....,..".".,..,......."...,....".."""......,..,."..."..,.,..., "..,,3
AUTHORITY FOR ISSUANCE,.""".,."."".,.......,...,...,.",.,.....,....,..,..."...,.."..."...",....".",."".""""""",.."".".,..,....4
THE PROJECT.........,..........."........."...."...,.. ..................,......,..........,....""..".... .......,......."......"""...,....,......,.... ........, 4
PLAN OF REFUNDING ,....,',....,....,.,..,......"....,..........,...",..,.......".."..,.,.......,....,......,.........".."",.., ...". ..".. ....,......" 4
DESCRIPTION OF THE SERIES 2005 BONDS.........,..",...,.......,.."......,....,...,.....,...,.."..,..."...",.,..,...,..,........,.......5
General"....."..,. ........,...........",..,.,.."",..",..".. ..,....' ,..."..,.,....." '..."..,.....", ,.., ..,.. ..,..",....",."..""...,......... ...." ..,....,..5
Book-Entry Only System"..",....."..",.."... ....,.,.....,..".,.,..",..,......,..,..." '..,.. ,..,......,",...,...",.",.,.,.........,.......... ..,.., ,5
Payment of the Series 2005 Bonds ....,..,....,....".....,',.."..".,........."..",...,..,............"",,.."..,.,..".."..,..,..........."",..7
Ownership of Series 2005 Bonds,.".. ,.., ,...... '..... ..,..,',..",.........,.,..",..,.." ,..,........."".."..,..."""...,......,.. ....,. ..,..,....7
Optional Redemption....."...... ,.."....". ..,.......,......,..,.,.."..,...." ,....,..,.."..",...." ...,....".."."".""",.."........... ..,....., ,...7
Mandatory Redemption..,.. ....,.... ,.. ..,..... ,..",......,...,..",...." ,..,......', ,..,',..,"',..,........",..,.."..,...",..,...".."....... ,...,.... 7
Notice of Redemption.... ...., '.."....,.. ........ ,.." ,..........",..",...., ,....,...."..",......,........, ....",..."..",..",.....,. '... ......., ,.., ..,8
Transfer and Exchange.... ...." ,..,....,.., ,...... ...., ...... .......,..,....,... ............ .....,....... ......,...,..,.....,..,..."""..,......., ,..,......,9
SECURITY FOR THE BONDS ........,..........,...........,......"...,.."..,.,...........,..",....."......,..,...."".",......."....,.,..",........10
General ...... ............ ..... ...... ...., ..,......... ....,.. ,...................,........ ..'.... ............ .........".. ,..,.."....",......",..,...,.." ....,. ....,..10
Uniform Commercial Code"......, ..........., ,..... ....., .....,...." ...... ...... ,..,.. ......,.... ,...."..,......"""",.."".....".... ....... ..,..10
Funds and Accounts ..,.. ..,........, ..,.. ....,.,. ,.." ,....,....." ,.."...... ....,....., ....,...........".....,........"",..,.,...........,..., ,.. ...... ..,11
Construction Fund....,..".,....",..,.,.......,... ...... ...... ......... ,........, ..........."..",.... .........."......",.."""..,.,.......... ..,... ..... .11
Reserve Account,........,.........,.,.......,..... '......... ....., ..,..,...... ....., ....... ....".... ....,...,.."..,........",....,.,.... ..... ...... ......... ..12
Disposition of Sales Tax Revenues .....,....,...........,...........,.........,....,.....,....,........,.....................................,........12
Additional Parity Bonds, ,..".. '.., ...." ....., ....,. '............ ..,.... ..... ..... .....", ,.."........, ,....",.."..",..",........... ,.... ,.... ....,.. .14
Subordinated Indebtedness.. .........,.. ....,.......,...... ..,.., ....... ..... ....,......,'.... ....,...".....,........",..,.."......... ...., ....,.. ..,..14
Books and Records............,' ..,......."...."...... ...... .....,......,.. ,..,...........,.....,..... ........,.......,..........."... '........ ..,.... ....,.. .15
Collection of Sales Tax Revenues; No Impairment..........,....,....,..........,......,....,........,..........,....,....,......,....,..,15
Investments."...., ...." ..,...... ..........."..".. ...... ..,.... .........."...........,.........."..... ..,...........".....,.."..,.",..,....... '.... ...........15
Amendment of Resolution without Consent of Bondholders; Control by Insurer in Case of Event of
Default............" ,.......... ....,...."..",....."....,.... '.., ...,..,..",..."........ ,...,........."............".,.".",...,..,.""."........, ....,.. ....,. ,15
SALES TAX REVENUES .,..,...",. .,.."..."...."....."......".., .",.. .,',.."....",..."..",.... ...."....",... ...""". .""."..,.,.."...... ..,..,16
General,................,..,......... ,........,.."..".......,..,..., ....,.,..,.."..,',....,......,..,.,..,......",.." ,..,...."'"..""...""..",...."....,, ....16
Eligibility,....,............"",..""..",....,......."..,....,..,..",..",..."..,...,..,.. ..,.................".....,..,...,.,.,.....",..",..,..",..,., ....., ..17
Distribution........ ........".",.."....,...........,....,....,.. ...,',......."."....,....,',..,.,.........,.."..,.."......"".."...",...."..".."...".... .18
ESTIMATED SOURCES AND USES OF FUNDS ,....,..........,....,........,..............................................,........,.........21
DEBT SERVICE SCHEDULE ........,...., ....,....,..,..,.....,...,.....",..",.."......,..,.,.... .......,.."......""..,...... .."""..",..,.,........22
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MUNICIPAL BOND INSURANCE ,...,.......,.................,.... .................,....,..................,..",..,...."..",...."...."...........23
RESERVE PRODUCTS......,...........,..,.,..........,................,.................,.....,..,..,..........,...., ..""..,. ....,. ...."....,......,.....,...23
2005 Reserve Account Insurance Policy .............,...........,.........,......,.,.......,..,...,....".............."..",....................23
2003 Reserve Account Insurance Policy ,.."....,...........,.,..,..........."...........",............."..,.,.."..,....,..,........,..,....,,24
2002 Reserve Account Insurance Policy ......,....,.,.."...........,................,.,.."......,.."...",..,...",..,.."..........,.....,..,.24
INVESTMENT POLICY .....,.....,.,...,.."...,.......,.,..,....".. ....,..............".........,..,..."""..,..... ,..",..,...".."...",..,..,.......,...24
LEGAL MA TTERS....,..,."...."...,.......,...,..,.."..",....."....".....,...........,..... ........""....".... ....,..,.."..,..."............,......"....26
LITIGATION,..",...,......,........,....,....".....,..,..."...., ....,."..,",.."..".,....,',..,',..,.,....,........",..,...""."",.."."..,.............,.... 26
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ....,................,....,....,................,......,...27
TAX EXEMPTION ...."..,',....,........,......,.,...........",.......,..."......,.....,....... ....,.,.."......,..,...,.,..,..",.. ."",'... ....,...........,..,28
Opinion of Bond Counsel..........."..... ....,..,..",...,. ,..",....., ,..",..,.., ,.."'...,...,..,, ,..........,..",...,..,."""",.., ,.." ,.....,.. ..28
Internal Revenue Code of 1986 .........................,.......",..,.,....,.........".....,......,......,..",..",.....""....",..,...,....,..",..28
Collateral Tax Consequences",..,......."...... ..... ......"...."....", '.."..",..,..,.. ,...........".....,.,......"..".,.".... ....,..... ....., .28
Florida Taxes .... ....., ........,.... ,......,....,............... ..,....,....,..",.."......,....",....,....., ,..,.....,..".",...",."..........,....... ,.... ,.. .29
Other Tax Matters.. ...... ....,....."... ,.. ...., '...... ...... ....,."..",.........., '..... ,....,...."..............."..,.....,..",..,..........." ,.." ,....,29
Tax Treatment of Original Issue Discount...........,..,..,..,.........,.........",..,.,........",..",........,",...,......,.................29
Tax Treatment of Bond Premium ....."......,....,...............,..............."...,.".."....,.....,.....,......".,.............".........,...29
RATINGS ....,..,......,....,....."....""..,................"................,. ...............,..,.....,.... ...........",..,.......",..,.......................,......30
VERIFICATION OF MA THEMA TICAL COMPUTATIONS...,....,.... ....,..."...........,...".....",.......".."".........",..30
FINANCIAL ADVISOR.....,....",....,..,....,..""...,...,......,.."..................,....... ........."....",......",..,..",.. ...........,..,.......,..30
AUDITED FINANCIAL STATEMENTS ...............,....,...."..............,.....,........,..................."..,. ...."...."....,....,......,31
UNDERWRITING .....,.....,..................,..........",......,....."......,....,.. ...... ...... ..,....,.."...."........,...,........",..................,.., 31
CONTINGENT FEES ...,......................,....,.,...."........."...."......,....,.....,....,....,...,........,..,...."".., ....,. ....".....,....,..,..,.. 31
ENFORCEABILITY OF REMEDIES.."..,............,..............,.....,.....".."..,..",..".........,.... ...... ....".... ..,......"..,.........., 31
CONTINUING DISCLOSURE,.,....",..,...."......,......,....,...,....,..,.........,..,..,...........".......... ....".... ..".,.......,.....,.....,.., 32
ACCURACY AND COMPLETENESS OF OFFICIAL ST A TEMENT..,......,..............,....,....,..............,..,........,..32
AUTHORIZATION OF OFFICIAL STATEMENT........, ...,...........,...".."........".."",... ...,""",........,.......,..""..,.. ..33
APPENDIX A -
APPENDIX B -
GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA
AUDITED FINANCIAL STATEMENTS OF COLLIER COUNTY FOR FISCAL YEAR
ENDED SEPTEMBER 30, 2003
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
SPECIMEN 2005 RESERVE ACCOUNT INSURANCE POLICY
2003 RESERVE ACCOUNT INSURANCE POLICY
2002 RESERVE ACCOUNT INSURANCE POLICY
FORM OF BOND COUNSEL OPINION
FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX C -
APPENDIX D -
APPENDIX E -
APPENDIX F -
APPENDIX G -
APPENDIX H -
APPENDIX I -
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OFFICIAL STATEMENT
relating to
$160,150,000*
COLLIER COUNTY, FLORIDA
Capital Improvement and Refunding Revenue Bonds,
Series 2005
INTRODUCTION
General
This introduction is subject in all respects to the more complete information and definitions
contained or incorporated in this Official Statement and should not be considered to be a complete
statement of the facts material to making an informed investment decision, The offering by Collier
County, Florida (the "County"), of its $160,150,000* Capital Improvement and Refunding Revenue Bonds,
Series 2005 (the "Series 2005 Bonds") to potential investors is made only by means of the entire Official
Statement, including all appendices attached hereto, All capitalized undefined terms used in this
introduction shall have the meaning set forth in "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION" attached hereto.
The County
The County was established in 1923 by the legislature of the State of Florida (the "State") from
portions of Lee and Monroe Counties, Its territorial limits, as they presently exist, contain approximately
2,026 square miles. In terms of land area, it is the largest county in the State, The County is located on the
southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area, In 2003, the
County had a population of 284,918. Principal industries within the County include wholesale and retail
trade, tourism, agriculture, forestry, fishing, cattle ranching and construction. The 2000 U.S, Census
showed an increase in the population of the County of 65% between the years 1990 and 2000, Part of the
Everglades National Park, the United States' only subtropical national park, comprises a portion of the
County. See "APPENDIX A - GENERAL INFORMATION REGARDING COLLIER COUNTY,
FLORIDA" attached hereto for more information about the County,
Purpose of the Series 2005 Bonds
The County proposes to issue the Series 2005 Bonds for the purpose of providing funds, together
with other legally available funds of the County, to (i) reimburse or finance the costs of acquisition,
construction and equipping of various capital improvements within the County as more fully described
herein in the section entitled "THE PROJECT," (ii) refund, on a current basis, that portion of the County's
outstanding Capital Improvement Revenue Refunding Bonds, Series 1994 (the "Series 1994 Bonds"),
maturing on and after October 1, 2006 (collectively, the "Refunded Bonds"), (iii) refinance the County's
outstanding Revenue Note Draw No, A-27-1 and Revenue Note Draw No, A-29-1 issued to the Florida
Local Government Finance Commission (the "Finance Commission") in the aggregate principal amount of
$21,545,000, all of which is currently outstanding, and (iv) pay certain costs of issuance of the Series 2005
Bonds, including the municipal bond insurance premium and the reserve account insurance policy
premium. The Series 2005 Bonds will be issued on a parity as to the lien on and security with the Series
* Preliminary, subject to change
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1994 Bonds maturing on October 1, 2005 (the "Unrefunded Series 1994 Bonds") outstanding in the
principal amount of $1,890,000 as of October 2,2004, the County's Capital Improvement Revenue Bonds,
Series 2002 (the "Series 2002 Bonds"), outstanding in the principal amount of $40,220,000 as of October 2,
2004, and the County's Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003
Bonds"), outstanding in the principal amount of $48,035,000 as of October 2, 2004 (collectively, the
"Outstanding Parity Bonds"), The Series 2005 Bonds, the Outstanding Parity Bonds, and any Additional
Parity Bonds (as defined in the hereinafter described Resolution) subsequently issued pursuant to the
Resolution (as hereinafter defined) are herein collectively referred to as the "Bonds," See "SECURITY FOR
THE BONDS - Additional Parity Bonds" herein.
Security for the Bonds
Pursuant to Resolution No. 85-107 adopted by the Board of County Commissioners (the "Board")
of the County on April 30, 1985, as amended and supplemented from time to time, and as particularly
supplemented by Resolution No, 04-_ adopted by the Board on [December 14], 2004 (collectively, the
"Resolution"), the Series 2005 Bonds will be payable from and will be secured by, on a parity with the
Outstanding Parity Bonds and any Additional Parity Bonds subsequently issued pursuant to the
Resolution, the proceeds of the local government half-cent sales tax, as defined and described in, and
distributed to the County under Chapter 218, Part VI, Florida Statutes ("Sales Tax Revenues") and all
invesbnent income derived from the invesbnent of moneys in the Reserve Account established by the
Resolution, if any (collectively, the "Pledged Revenues"), See "SALES TAX REVENUES" herein, Pursuant
to the Resolution, upon the issuance of the Series 2005 Bonds, there will be on deposit in the Reserve
Account three reserve account insurance policies in an aggregate amount equal to the Maximum Bond
Service Requirement with respect to the Series 2005 Bonds and the Outstanding Parity Bonds, See
"SECURITY FOR THE BONDS" and "RESERVE PRODUCTS" herein.
Redemption Provisions
The Series 2005 Bonds are subject to optional and mandatory redemption prior to their stated
maturities as described herein. See "DESCRIPTION OF THE SERIES 2005 BONDS" herein.
Municipal Bond Insurance
Payment of the principal of and interest on the Series 2005 Bonds when due will be insured by a
municipal bond insurance policy (the "Municipal Bond Insurance Policy") to be issued by
(the "Insurer") simultaneously with the delivery of the Series 2005 Bonds.
See "MUNICIPAL BOND INSURANCE" herein.
Additional Parity Bonds
The County may issue Additional Parity Bonds on a parity with the Series 2005 Bonds and the
Outstanding Parity Bonds, subject to compliance with certain conditions set forth in the Resolution. See
"SECURITY FOR THE BONDS - Additional Parity Bonds" herein.
Tax Exemption
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the
Series 2005 Bonds is, under existing statutes, regulations, rulings and court decisions: (a) excludable from
gross income for federal income tax purposes except as otherwise described herein under the caption
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"TAX EXEMPTION" and (b) not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations, Such interest, however, will be includable in the
calculation of a corporation's alternative minimum taxable income and may be subject to other federal
income tax consequences referred to herein under the caption "TAX EXEMPTION," Bond Counsel is
further of the opinion that the Series 2005 Bonds and the interest thereon are exempt from all present
intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes, See "TAX
EXEMPTION" herein for a discussion of Bond Counsel's opinion,
Continuing Disclosure
The County has agreed and undertaken, for the benefit of Series 2005 Bondholders, to provide
certain financial information and operating data relating to the County, the Pledged Revenues and the
Series 2005 Bonds pursuant to Rule 15c2-12 of the Securities and Exchange Commission. See
"CONTINUING DISCLOSURE" herein,
Amendment of Resolution
Pursuant to the Resolution, the County is granted the right to make certain amendments to the
Resolution without the consent of the Holders of the Series 2005 Bonds, See "APPENDIX C - SUMMARY
OF CERTAIN PROVISIONS OF THE RESOLUTION" attached hereto.
Additional Information
This Official Statement speaks only as of its date, and the information contained herein is subject
to change, This Official Statement contains certain information concerning the Insurer, its Municipal
Bond Insurance Policy and its reserve account insurance policy on the Bonds, issued in conjunction with
delivery of the Series 2005 Bonds, Ambac Assurance Corporation and its reserve account insurance policy
on the Bonds, issued in conjunction with delivery of the Series 2003 Bonds, Financial Guaranty Insurance
Company and its reserve account insurance policy on the Bonds, issued in conjunction with delivery of
the Series 2002 Bonds, and contains certain information concerning The Depository Trust Company, New
York, New York CDTC"), and its book-entry-only system of registration. Such information has not been
provided by the County and the County does not certify as to the accuracy or sufficiency of the disclosure
practices or content of information provided by such parties and is not responsible for the information
provided by such parties,
A copy of the Resolution and all documents of the County referred to herein may be obtained
from Dwight E, Brock, Clerk of Circuit Court and Chief Financial Officer of Collier County, Government
Complex, 3301 East Tamiami Trail, Building L, Naples, Florida 34112, Phone (239) 732-2646,
Capitalized terms used but not defined herein have the same meaning as when used in the
Resolution unless the context clearly indicates otherwise. See "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION" attached hereto, All information included herein has been
provided by the County, except where attributed to other sources, Copies of such documents, reports
and statements referred to herein that are not included in their entirety in this Official Statement may be
obtained from the County.
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AUTHORITY FOR ISSUANCE
The Series 2005 Bonds are being issued pursuant to the authority of and in full compliance with
the Constitution and laws of the State of Florida, including Chapter 125, Florida Statutes, as amended and
supplemented, Home Rule Ordinance No, 82-47 duly enacted by the Board on June 18, 1982, and other
applicable provisions of law (the "Act"), and pursuant to the Resolution,
THE PROJECT
The Project consists of the acquisition, construction and equipping of various capital
improvements within the County including, but not limited to, acquisition, construction and equipping
of the North Naples Regional Park, the County Courthouse Annex Phase 1, the Courthouse Annex
Parking Garage, an Emergency Operations Center and the County's Fleet Facility (collectively, the
"Project").
The Prior Notes were issued to finance on an interim basis the acquisition of real property
commonly known as the Fleishman property and of a building and property commonly referred to as the
Arthrex Building.
PLAN OF REFUNDING
Concurrently with the delivery of the Series 2005 Bonds, a portion of the proceeds of the Series
2005 Bonds, together with other legally available funds of the County, shall be deposited into an escrow
deposit trust fund (the "Escrow Fund") pursuant to the terms and provisions of the Escrow Deposit
Agreement between the County and U.S. Bank National Association, Atlanta, Georgia, as Escrow Holder
(the "Escrow Agreement"), The moneys deposited pursuant to the Escrow Agreement shall be applied to
the purchase of Obligations of the United States of America (as such terms are defined in the Resolution),
so as to produce sufficient funds to pay the principal of, redemption premium, and interest on the
Refunded Bonds, as the same become due and payable, whether at maturity or redemption prior to
maturity, The Refunded Bonds are expected to be redeemed on March 9, 2005 at a redemption price
equal to 102% of the principal amount thereof plus interest accrued to the redemption date, See
"VERIFICATION OF MA THEMA TICAL COMPUTATIONS" herein,
The deposit of such moneys and investment thereof, in the opinion of Bond Counsel and in
reliance on the Verification Report of Causey Demgen & Moore, Inc., Denver, Colorado, will cause the
pledge of the Pledged Revenues and all covenants, agreements and other obligations of the County to the
holders of the Refunded Bonds to cease, terminate and become void and be discharged and satisfied in
accordance with the Resolution, The holders of the Refunded Bonds shall be entitled to payment solely
out of the moneys or Obligations of the United States of America deposited pursuant to the Escrow
Agreement. The moneys and Obligations of the United States of America on deposit in the Escrow Fund
will not be available for payment of the Series 2005 Bonds.
Concurrently with the delivery of the Series 2005 Bonds, a portion of the proceeds of the Series
2005 Bonds in sufficient amount shall be paid to the Finance Commission in order to refinance the Prior
Notes.
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The Unrefunded Series 1994 Bonds (which mature on October 1, 2005) shall be paid by the
County at maturity without premium.
DESCRIPTION OF THE SERIES 2005 BONDS
General
The Series 2005 Bonds will be dated and will mature in the years, and in the amounts and bear
interest at the rates and be payable on the dates set forth on the cover page hereof. Interest on the Series
2005 Bonds is payable on April 1, 2005, and semiannually on each October 1 and April 1 thereafter (each
an "Interest Date"). Principal of, premium, if any, and interest on the Series 2005 Bonds will be payable
by US. Bank National Association, Atlanta, Georgia, as Paying Agent and Registrar,
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY
("DTC") AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT
THE COUNTY BELIEVES TO BE RELIABLE, BUT THE COUNTY TAKES NO RESPONSIBILITY FOR
THE ACCURACY THEREOF,
DTC will act as securities depository for the Series 2005 Bonds. The Series 2005 Bonds will be
registered in the name of Cede & Co. (DTC's partnership nominee), Purchases of beneficial ownership
interests in the Series 2005 Bonds will be made in book-entry only form, in the denominations
hereinbefore described. Purchasers of beneficial ownership interests in the Series 2005 Bonds ("Beneficial
Owners") will not receive bond certificates representing their ownership interests in the Series 2005
Bonds, except in the event that use of the book-entry only system for the Series 2005 Bonds is
discontinued. One fully registered certificate will be issued for each maturity of the Series 2005 Bonds
and deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17 A
of the Securities Exchange Act of 1934, DTC holds and provides asset servicing for over 2,2 million issues
of US. and non-US, equity issues, corporate and municipal debt issues, and money market instruments
from over 100 countries that DTC's participants (the "Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of securities transactions, in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates, Direct Participants
include both US, and non-US. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
Trust and Clearing Corporation ("DTCC"), DTCC, in turn is owned by a number of Direct Participants of
DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation,
and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC and the National Association of Securities Dealers, Inc, Access to the DTC
system is also available to others such as both US. and non-US, securities brokers, dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard and Poor's
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highest rating: AAA. The DTC rules applicable to DTC and its Direct and Indirect Participants are on file
with the Securities and Exchange Commission. More information about DTC can be found at
www,dtcc,com and www,dtc.org,
Purchases of Series 2005 Bonds under the DIC system must be made by or through Direct
Participants, which will receive a credit for such Series 2005 Bonds on DTC's records, The ownership
interest of each actual purchaser of each Series 2005 Bond (the "Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confinnation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2005 Bonds are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of the Beneficial Owners, Beneficial Owners
will not receive certificates representing their beneficial interests in the Series 2005 Bonds, except in the
event that use of the book-entry system for the Series 2005 Bonds is discontinued,
Io facilitate subsequent transfers, all Series 2005 Bonds deposited by Direct Participants with
DIC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be
requested by an authorized representative of DIe. The deposit of Series 2005 Bonds with DIC and their
registration in the name of Cede & Co, or such other DIC nominee do not effect any change in beneficial
ownership, DIC has no knowledge of the actual Beneficial Owners of the Series 2005 Bonds, DIC's
records reflect only the identity of the Direct Participants to whose accounts such Series 2005 Bonds are
credited, which mayor may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping an account of their holdings on behalf of their customers,
Conveyance of notices and other communications by DIC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements made among them, subject to any statutory or regulatory
requirements as may be in effect from time to time, Redemption notices shall be sent to DTe. If less than
all of a maturity of the Series 2005 Bonds are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such Series 2005 Bonds, as the case may be, to be
redeemed.
Neither DIC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Series 2005 Bonds unless authorized by a Direct Participant in accordance with DIC's procedures.
Under its usual procedures, DIC mails an Omnibus Proxy to the County as soon as possible after the
record date, The Omnibus Proxy assigns Cede & Co, 's consenting or voting rights to those Direct
Participants to whose accounts the Series 2005 Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy),
Principal and interest payments on the Series 2005 Bonds will be made to DIe. DTC's practice is
to credit Direct Participants' accounts, upon DIC's receipt of funds and corresponding detail infonnation
from the County, or the Registrar on the payable date in accordance with their respective holdings shown
on DTC's records, Payments by Direct or Indirect Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer fonn or with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Direct or Indirect Participants and not of
DTe, the Registrar, the Paying Agent, or the County, subject to any statutory and regulatory
requirements as may be in effect from time to time, Payment of principal and interest to DTC is the
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responsibility of the County and/or the Paying Agent for the Series 2005 Bonds, Disbursement of such
payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners is the responsibility of the Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Series
2005 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the
event that a successor securities depository is not obtained, certificates are required to be printed and
delivered.
The County may decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository). In that event, certificates will be printed and delivered.
Payment of the Series 2005 Bonds
Interest on the Series 2005 Bonds is payable by the Paying Agent by check or draft mailed to the
holder in whose name such Series 2005 Bond shall be registered at the close of business on the date which
shall be the fifteenth day of the calendar month next preceding each Interest Date, whether or not such
day is a business day, or at the request of such holder, by bank wire transfer to the account of such
holder, The principal of and premium, if any, on the Series 2005 Bonds is payable at maturity or
redemption to the registered owner at the designated corporate trust office of the Paying Agent.
For so long as the Series 2005 Bonds shall be held in the DTC book-entry system (without
certificates), all such payments of principal of, redemption premium, if any, and interest on the Series
2005 Bonds will be made to Cede & Co" as registered owner thereof, by the Paying Agent and payments
to Beneficial Owners will be the responsibility of DTC and the DTC Participants, See "DESCRIPTION OF
THE SERIES 2005 BONDS - Book-Entry Only System" herein.
Ownership of Series 2005 Bonds
The County, the Paying Agent, and the Registrar shall deem and treat the person in whose name
any Series 2005 Bond is registered on the books maintained by the Registrar as the absolute owner of such
Series 2005 Bond, whether or not such Series 2005 Bond is overdue, for the purpose of receiving payment
thereof and for all other purposes whatsoever, and neither the County, the Paying Agent, nor the
Registrar will be affected by any notice to the contrary. All such payments will be valid and effectual to
satisfy and discharge the liability upon such Series 2005 Bond to the extent of the sum or sums so paid.
Optional Redemption
The Series 2005 Bonds maturing prior to October 1, 20_ are not subject to optional redemption
prior to maturity. The Series 2005 Bonds maturing on or after October 1, 20_ are subject to redemption
prior to their respective maturities, at the option of the County on or after October 1, 20--, as a whole or
in part at any time, and if in part, by maturities to be selected by the County and by lot within a maturity
if less than a full maturity, at a redemption price equal to 100% of the principal amount of the Series 2005
Bonds to be redeemed plus accrued interest to the date fixed for redemption,
Mandatory Redemption
The Series 2005 Bonds maturing on October 1, 20--, are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on October 1, 20_ and on each October 1 thereafter, at a
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redemption price equal to the principal amount of such Series 2005 Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following years
and in the following Amortization Installments:
Year
Amortization Installments
20_
20_
20_
20_*
$-
*Maturity
The Series 2005 Bonds maturing on October I, 20----, are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on October 1, 20_ and on each October 1 thereafter, at a
redemption price equal to the principal amount of such Series 2005 Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following years
and in the following Amortization Installments:
Year
Amortization Installments
20_
20_
20_
20_*
$-
*Maturity
The Series 2005 Bonds maturing on October I, 20----, are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on October I, 20_ and on each October 1 thereafter, at a
redemption price equal to the principal amount of such Series 2005 Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following years
and in the following Amortization Installments:
Year
Amortization Installments
20_
20_
20_
20_*
$-
*Maturity
Notice of Redemption
Notice of redemption shall be (i) filed with the Paying Agent and Registrar; and (ii) mailed, first
class, postage prepaid, at least 30 days prior to the redemption date to all registered owners of Series 2005
Bonds to be redeemed at their addresses as they appear on the registration books of the County. Interest
shall cease to accrue on any Series 2005 Bond duly called for redemption on the redemption date,
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provided provision for the payment thereof shall have been duly provided, Failure to mail notice to the
registered owners of the Series 2005 Bonds to be redeemed, or any defect in such notice, shall not affect
the proceedings of redemption of such Series 2005 Bonds.
As described above under "DESCRIPTION OF IHE SERIES 2005 BONDS - Book-Entry Only
System," for so long as the Series 2005 Bonds are registered in the name of DTC or its nominee, notice of
redemption of any Series 2005 Bond will be given by the Registrar to DIC or such nominee only, who
will then be solely responsible for selecting and notifying those DIC Participants and Beneficial Owners
(as defined herein) to be affected by such redemption.
Transfer and Exchange
So long as the Series 2005 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Series 2005 Bonds do not apply to the Series 2005 Bonds,
Series 2005 Bonds, upon surrender thereof at the office of the Registrar with a written instrument
of transfer satisfactory to the Registrar, duly executed by the registered owner or his attorney duly
authorized in writing, may, at the option of the registered owner thereof, be exchanged for an equal
aggregate principal amount of registered Series 2005 Bonds and of the same maturity of any other
authorized denominations. The Registrar shall act as registrar and transfer agent for all Series 2005
Bonds,
The Series 2005 Bonds issued under the Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State of Florida, subject to the provisions for registration and transfer contained in the Resolution and in
the Series 2005 Bonds. So long as any of the Series 2005 Bonds shall remain outstanding, the County shall
maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2005
Bonds; and, upon presentation thereof for such purpose at said office, the County shall register or cause
to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it or
the Registrar may prescribe, any Series 2005 Bond entitled to registration or transfer.
Each Series 2005 Bond shall be transferable only upon the books of the County, at the office of the
Registrar, by the registered owner 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 by the registered owner or his duly authorized attorney, Upon the transfer of any such Series
2005 Bond, the County shall issue in the name of the transferee a new Series 2005 Bond or Series 2005
Bonds of the same aggregate principal amount and maturity as the surrendered Series 2005 Bond,
The County and any paying agent or fiduciary of the County may deem and treat the person in
whose name any outstanding Series 2005 Bond shall be registered upon the books of the County as the
absolute owner of such Series 2005 Bond, whether such Series 2005 Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal, redemption premium, if any, and
interest on such Series 2005 Bond and for all other purposes, and all such payments so made to any such
registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Series 2005 Bond to the extent of the sum or sums so paid and neither the County nor any paying
agent or other fiduciary of the County shall be affected by any notice to the contrary,
In all cases in which the privilege of exchanging Series 2005 Bonds or transferring Series 2005
Bonds is exercised, the County shall execute and deliver Series 2005 Bonds in accordance with the
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provisions of the Resolution. Execution of Series 2005 Bonds by the Chair and Clerk for purposes of
exchanging, replacing or transferring Series 2005 Bonds may occur at the time of the original delivery of
the Series 2005 Bonds, All Series 2005 Bonds surrendered in any such exchanges or transfers shall be held
by the Registrar in safekeeping until directed by the County to be cancelled by the Registrar. For every
such exchange or transfer of Series 2005 Bonds, the County or the Registrar may make a charge sufficient
to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to
such exchange or transfer, The County shall not be obligated to make any such exchange or transfer of
Series 2005 Bonds during the fifteen (15) days next preceding an interest payment date on the Series 2005
Bonds, or in the case of any proposed redemption of Series 2005 Bonds, then during the fifteen (15) days
next preceding the date of the first mailing of notice of such redemption and continuing until such
redemption date.
SECURITY FOR THE BONDS
General
The principal of, redemption premium, if any, and interest on Bonds issued under the Resolution,
including the Series 2005 Bonds, the Outstanding Parity Bonds, and any Additional Parity Bonds
hereafter issued, will be payable on a parity with one another from and secured by a pledge of and first
lien upon (i) the proceeds of the local government half-cent sales tax, as defined and described in, and
distributed to the County under Chapter 218, Part VI, Florida Statutes (the "Sales Tax Revenues"), and (ii)
the investment income derived from the investment of moneys in the Reserve Account established under
the Resolution, if any ("Investment Earnings") which shall be transferred to the Sinking Fund in
accordance with the Resolution (collectively, the "Pledged Revenues"), For more information regarding
Sales Tax Revenues, see "SALES TAX REVENUES" herein.
THE SERIES 2005 BONDS SHALL NEITHER CONSTITUTE GENERAL INDEBTEDNESS OF
THE COUNTY NOR A PLEDGE OF ITS FULL FAITH, CREDIT OR TAXING POWER WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, BUT SHALL
BE PAY ABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED
REVENUES AS PROVIDED IN THE RESOLUTION. NO HOLDER OR HOLDERS OF THE SERIES 2005
BONDS SHALL EVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD
V ALOREM TAXING POWER OF THE COUNTY TO PAY THE SERIES 2005 BONDS OR THE INTEREST
THEREON OR TO MAKE ANY SINKING FUND, RESERVE ACCOUNT OR OTHER PAYMENTS
PROVIDED IN THE RESOLUTION, THE SERIES 2005 BONDS AND THE INDEBTEDNESS
EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON THE PROJECT OR ANY OTHER
PROPERTY OF THE COUNTY, BUT SHALL CONSTITUTE A LIEN UPON THE PLEDGED REVENUES
TO THE EXTENT AND IN THE MANNER PROVIDED IN THE RESOLUTION,
Uniform Commercial Code
The Series 2005 Bonds will have all the qualities and incidents of negotiable instruments under
the law merchant and under the Uniform Commercial Code of the State of Florida, subject to the
provisions for registration of transfer contained in the Resolution and in the Series 2005 Bonds and
provided that the County's pledge of the Pledged Revenues is exempt from the provisions of such law
relating to perfection of security interests,
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Funds and Accounts
The County covenanted and agreed in the Resolution to establish with a bank or trust company
in the State of Florida, which is eligible under the laws of such State to receive County funds, special
funds to be known as the "Construction Fund," the "Sales Tax Fund," the "Rebate Fund," and the "Sinking
Fund," and within the Sinking Fund, the "Interest Account," the "Principal Account," the "Bond
Amortization Account," and the "Reserve Account." Such Funds and Accounts constitute trust funds for
the purposes provided in the Resolution for such Funds and Accounts. All such Funds and Accounts
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 of Florida,
The cash required to be accounted for in each of the funds and accounts established in the
Resolution may be deposited in a single bank account, and funds allocated to the various accounts
established in the Resolution may be invested in a common investment pool, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the cash on deposit
therein and such investments for the various purposes of such funds and accounts as provided in the
Resolution.
The designation and establishment of the various funds and accounts in and by the 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 provided in the Resolution.
Construction Fund
The moneys in the Construction Fund, until applied for payment of any item of the Cost of the
Project in the manner provided in the Resolution, shall be held in trust by the County and shall be subject
to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders,
The County covenanted and agreed in the Resolution to commence and proceed with completion
of the Project with due diligence and all practicable dispatch, If for any reason such proceeds or any part
thereof are not necessary for or are not applied to the payment of such Cost, then the unapplied proceeds
shall be deposited by the County into the Reserve Account in an amount equal to any deficiency therein
and thereafter the unapplied proceeds shall be deposited, at the discretion of the County, into the Interest
Account or Principal Account and applied to the payment of principal of and interest on the Bonds,
All income derived from investment of moneys in the Construction Fund shall be retained in the
Construction Fund; provided, that upon certification by the County Representative that the balance of
funds on deposit and a stated amount of income to be received on investments will be sufficient to pay all
remaining Cost of the Project when due, the balance of such investment income shall be deposited in the
Sinking Fund as described in the preceding paragraph,
All expenditures or disbursements from the Construction Fund shall be made only after such
expenditures or disbursements shall have been approved in writing by the County Representative, The
date of completion of the Project shall be determined by the County Representative who shall certify such
fact in writing to the Board,
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Reserve Account
Upon the issuance of the Series 2005 Bonds, there shall be on deposit in the Reserve Account a
sum [at least] equal to the Maximum Bond Service Requirement for the Bonds ($ ), which
sum shall be maintained for the benefit of the holders of the Bonds. No further payments shall be
required to be made into the Reserve Account as long as the amount on deposit therein shall equal the
Maximum Bond Service Requirement on the outstanding Bonds. The Maximum Bond Service
Requirement is defined in the Resolution to be, as of any particular date of calculation, the greatest
amount of aggregate Bond Service Requirements for all outstanding Bonds for the then current or any
future Bond Year. See "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION"
attached hereto,
Moneys in the Reserve Account shall be used only for the purpose of paying principal,
Amortization Installments and interest on the Bonds when moneys in the Sinking Fund are insufficient
therefore, Any moneys withdrawn from the Reserve Account must be restored from the first Pledged
Revenues available therefore after all required payments have been made for the payment of debt service,
including deficiencies for prior payments, on the Bonds on the next payment date,
The Maximum Bond Service Requirement will be satisfied in whole by three reserve account
insurance policies which will be on deposit in the Reserve Account upon the issuance of the Series 2005
Bonds, See "RESERVE PRODUCTS" herein and "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION" attached hereto for a description of the reserve account insurance
policies which will be on deposit in the Reserve Account following the issuance of the Series 2005 Bonds.
Disposition of Sales Tax Revenues
Pursuant to the Resolution, the County promptly deposits upon receipt from the State the Sales
Tax Revenues into the Sales Tax Fund on or before the fifteenth day of each month, in the following
manner and in the following order of priority:
(1) The County shall deposit in the Interest Account the sum which, together with
Investment Earnings and with moneys therein not theretofore allocated to supplement any previous
monthly deposit, will be sufficient to pay one-sixth (1/6) of all interest becoming due on the Bonds on the
next semi-annual interest payment date, Moneys in the Interest Account shall be used to pay interest on
the Bonds as and when the same shall become due, and for no other purpose, All such payments, as
provided above, shall include an amount sufficient to pay the fees and charges of the Registrars and the
Paying Agents. Such monthly payments shall be increased or decreased proportionately to the extent
required to pay interest becoming due each Bond Year, after making allowance for the amounts of
money, if any, which will be deposited in the Interest Account out of proceeds from the sale of the Bonds,
or which will be on deposit therein from other sources,
(2) On a parity with the deposits under paragraph (1) above the County shall next deposit in
the Principal Account the sum which, together with Investment Earnings and with moneys therein not
theretofore allocated to supplement any previous monthly deposit, will be sufficient to pay one-twelfth
(1/12) of all principal maturing on the Bonds which are serial bonds on the next maturity date, Moneys in
the Principal Account shall be used to pay the principal of the Bonds as and when the same shall mature,
and for no other purpose. Such monthly payments shall be increased or decreased proportionately to the
extent required to pay principal becoming due each Bond Year, after making allowance for the amounts
of money, if any, which will be on deposit in the Principal Account.
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(3) On a parity with the deposits under paragraphs (1) and (2) above, the County shall next
deposit into the Bond Amortization Account, if and to the extent required, the sum which, together with
Investment Earnings and with moneys therein not theretofore allocated to supplement any previous
monthly deposit, will be sufficient to pay one-twelfth (1/12) of the amount of the Amortization
Installment for term Bonds which shall become due and payable during the current Bond Year, plus one-
twelfth (1/12) of the redemption premium, if any, on such Amortization Installment. Moneys in such
Bond Amortization Account shall be used to purchase or redeem Bonds which are term bonds in the
manner provided in the Resolution, and for no other purpose.
(4) The County shall next deposit into the Reserve Account a sum sufficient to maintain
therein an amount equal to the Maximum Bond Service Requirement. Any withdrawals from the Reserve
Account shall be subsequently restored from the first Pledged Revenues available after all required
current payments for the Principal Account, the Interest Account and the Bond Amortization Account,
including all deficiencies for prior payments, have been made in full. Moneys in the Reserve Account
shall be used only for the purpose of the payment of maturing principal of or interest or Amortization
Installments on the Bonds when the other moneys in the Sinking Fund are insufficient therefor, and for
no other purpose, However, whenever the moneys on deposit in the Reserve Account exceed the
Maximum Bond Service Requirement, such excess may be withdrawn and deposited into the Principal
Account, the Interest Account or the Bond Amortization Account, at the discretion of the County,
Upon the issuance of any Additional Parity Bonds under the terms, limitations and conditions as
provided in the Resolution, the County shall increase the sum required to be accumulated and
maintained on deposit in the Reserve Account to be at least equal to the Maximum Bond Service
Requirement on all outstanding Bonds and on the Additional Parity Bonds becoming due in any ensuing
Bond Year. Such required sum may be paid in full or in part from the proceeds of such Additional Parity
Bonds or may be accumulated in equal monthly payments in the Reserve Account over a period of years,
not to exceed thirty-six months, from the date of delivery of the issuance of Additional Parity Bonds, as
determined by the Supplemental Resolution. 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 Parity Bonds shall not be less than the Maximum Bond Service Requirement on all Bonds
outstanding on such date and (b) the incremental difference between the Maximum Bond Service
Requirement on all Bonds outstanding on the date of delivery of the Additional Parity Bonds and the
Maximum Bond Service Requirement on all such Bonds and the Additional Parity Bonds shall be fifty
percent funded upon delivery of the Additional Parity Bonds.
(5) Moneys held for the credit of the Bond Amortization Account shall be applied to the
retirement of the Term Bonds as follows:
(a) Subject to the provisions of subparagraph (b) below, the County shall endeavor
to purchase or redeem Term Bonds then outstanding, at the most advantageous price obtainable
with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the
amount of the redemption premium, if any, which would be payable on the next redemption
date to the Holders of such Term Bonds if such Term Bonds should be called for redemption on
such date from moneys in the Bond Amortization Account. The County shall pay the interest
accrued on such Term Bonds to the date of redemption or purchase thereof from the Interest
Account and the purchase price from the Bond Amortization Account, but no such purchase shall
be made by the County within the period of forty-five (45) days immediately preceding any
interest payment date on which such Term Bonds are subject to call for redemption except from
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moneys in excess of the amounts set aside or deposited for the redemption of Term Bonds. As
soon as practicable after the 45th day preceding the due date of any such Amortization
Installment, the County shall proceed to call for redemption on such due date, by giving notice as
provided in the Resolution, Term Bonds of the Series and maturity for which such Amortization
Installment was established (except in the case of Term Bonds maturing on an Amortization
Installment date) in such amount as shall be necessary to complete the retirement of the
unsatisfied balance of such Amortization Installment.
(b) Moneys in the Bond Amortization Account shall be applied by the County in
each Bond Year to the retirement of the Term Bonds of each Series to the extent of the
Amortization Installment, if any, for such Bond Year for the Term Bonds of each such Series then
outstanding, plus the applicable redemption premium, and, if the amount available in such Bond
Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any,
for such Bond Year for the Term Bonds of each such Series then outstanding, plus the applicable
redemption premium,
(6) The balance of any Sales Tax Revenues remaining in the Sales Tax Fund after the above
required payments have been made may be transferred to the General Fund of the County and be used
for any lawful purpose,
(7) The County shall not be required to make any further deposits to any account in the
Sinking Fund when the aggregate of the sums deposited in the several accounts in the Sinking Fund
equals or exceeds the aggregate principal amount of all Bonds then outstanding and interest then accrued
thereon and which shall thereafter accrue thereon to the maturity thereof,
Additional Parity Bonds
The County may issue additional bonds ("Additional Parity Bonds") from time to time on a parity
with the Series 2005 Bonds and the Outstanding Parity Bonds subject to the satisfaction of certain
restrictive conditions set forth in the Resolution, Additional Parity Bonds shall only be issued by the
County for the construction and acquisition or completion of additional improvements and facilities of
the County or refunding the Bonds (in whole or in part) or obligations which are subordinate thereto.
Among other conditions, prior to the issuance of Additional Parity Bonds there shall be filed with the
County a certificate of an independent certified public accountant (i) stating that the books and records of
the County relating to the collection and receipt of Sales Tax Revenues have been audited by said
accountant; (ii) setting forth the amount of Sales Tax Revenues received by the County for any 12
consecutive month period within the 18 consecutive months immediately preceding the date of delivery
of such Additional Parity Bonds with respect to which such certification is made; and (iii) stating that
Sales Tax Revenues received by the County for such 12 month period equal at least 1.35 times the
Maximum Bond Service Requirement on all Bonds then outstanding and the Additional Parity Bonds
with respect to which such certification is made. See "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION - Issuance of Additional Parity Bonds" attached hereto.
Subordinated Indebtedness
The County may at any time or from time to time issue evidences of indebtedness which are not
Additional Parity Bonds payable in whole or in part out of the Pledged Revenues and which may be
secured by a pledge of the Pledged Revenues; provided, however, that such pledge shall be, and shall
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contain an express statement that such obligations are junior and subordinate in all respects to the Bonds
as to lien on and source and security for payment from the Pledged Revenues.
Books and Records
The County will keep books and records of the receipt of the Pledged Revenues in accordance
with generally accepted accounting principles, and the Holders of not less than 5% of the aggregate
principal amount of the Bonds then outstanding shall have the right at all reasonable times to inspect the
records, accounts and data of the County relating thereto,
Collection of Sales Tax Revenues; No Impairment
The County covenants to do all things necessary as required by the Act to maintain the levy and
the collection of the Sales Tax Revenues,
The pledging of the Pledged Revenues in the manner provided in the Resolution shall not be
subject to repeal, modification or impairment by any subsequent ordinance, resolution or other
proceedings of the Board,
Investments
The Construction Fund, the Sales Tax Fund, the Principal Account, the Interest Account, the
Reserve Account, the Bond Amortization Account and any other special funds or accounts established in
the Resolution and created shall constitute trust funds for the purposes provided in the Resolution for
such funds or accounts. All such funds and accounts 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 of Florida.
Moneys on deposit in the Construction Fund, the Sales Tax Fund and the Sinking Fund, except for the
Reserve Account, may be invested and reinvested, to the extent lawful, in Authorized Investments
maturing not later than the date on which the moneys therein will be needed. Moneys on deposit in the
Reserve Account may be invested and reinvested only in such obligations described in clauses (1)
through (4) of the definition of Authorized Investments in the Resolution, provided they mature no later
than five (5) years from the date of investment. See "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION" attached hereto, Prior to the date of completion of the Project, as
certified by the County Representative pursuant to the Resolution, any and all income received by the
County from the investment of moneys in the Construction Fund shall be retained in the Construction
Fund, except as otherwise provided in the Resolution, After such date of completion of the Project, any
and all income received by the County from the investment of moneys in any account or fund created
pursuant to the Resolution, except the Reserve Account (to the extent the amount therein is greater than
the Maximum Bond Service Requirement), shall be retained in such respective fund or account. Any and
all income received by the County from the investment of moneys in the Reserve Account (to the extent
the amount therein is greater than the Maximum Bond Service Requirement) shall be deposited in such
account of the Sinking Fund as shall be determined by the County,
Amendment of Resolution without Consent of Bondholders;
Control by Insurer in Case of Event of Default
The County may enact one or more Supplemental Resolutions amending certain parts of the
Resolution with the written consent of the Insurer and the acknowledgment by said Insurer in lieu of
Bondholder consent relating to Bonds for which such Insurer has issued a Municipal Bond Insurance
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Policy as long as such Insurer has not failed to honor its payment obligations thereunder. The foregoing
right to amend, however, does not apply to amendments to the Resolution with respect to the exemption
of interest on Bonds from Federal income taxation nor may any such amendment deprive the Holders of
any Bond of the right to payment of the Bonds from, and their lien on, the Pledged Revenues. Upon
filing with the Clerk of evidence of such consent of the Insurer, the County may adopt such Supplemental
Resolution. After the adoption by the County of such Supplemental Resolution, notice thereof shall be
mailed in the same manner as notice of an amendment under the Resolution.
Upon the occurrence and continuance of an Event of Default, the Insurer, if such Insurer shall not
have defaulted under its Municipal Bond Insurance Policy, shall be considered to be the Holder of all
Bonds to which its Municipal Bond Insurance Policy relates (except for purposes of receipt of notices),
and shall be entitled to direct and control the enforcement of all rights and remedies with respect to such
Bonds, including, with limitation, any waiver of an Event of Default.
SALES TAX REVENUES
General
The State of Florida (the "State") levies and collects a sales tax on, among other things, the sales
price of each item or article of tangible personal property sold at retail in the State of Florida, subject to
certain exceptions and dealer allowances, In 1982, the Florida legislature created the Local Government
Half-Cent Sales Tax Program (the "Half-Cent Sales Tax Program") which distributes a portion of the sales
tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet
strict eligibility requirements, In 1982, when the Half-Cent Sales Tax Program was created, the general
rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to
the Half-Cent Sales Tax Program, thus giving rise to the name "Half-Cent Sales Tax," Although the
amount of sales tax revenue deposited into the Half-Cent Sales Tax Program is no longer one-half of the
fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half-Cent Sales Tax"
has continued to be utilized.
Section 212.20, Florida Statutes, provides for the distribution of sales tax revenues collected by
the State of Florida. From 1993 until July I, 2003, the proportion of sales tax revenues deposited in the
Local Government Half-Cent Sales Tax Clearing Trust Fund in the State Treasury (the "Trust Fund") had
been constant at 9.653% of all state sales tax remitted to the State by a sales tax dealer located within a
participating county. In 2003, the Florida Legislature, pursuant to Chapter 2003-404, Laws of Florida,
amended Section 212,20(6)(d)3" Florida Statutes, to reduce the amount of sales tax revenue transferred to
the Trust Fund by 0.1 percent, effective July 1, 2003, Therefore, effective July 1, 2003, 9.553% (9,653%
prior to July I, 2003) of the entire sales tax remitted to the State by each sales tax dealer located within a
particular county (the "Half-Cent Sales Tax Revenues") was deposited in the Trust Fund and is earmarked
for distribution to the governing body of such county and each participating municipality within that
county pursuant to a distribution formula, During the special legislative session ended May 27, 2003,
pursuant to Chapter 2003-402, Laws of Florida, the Florida Legislature further amended
Section 212.20(6)(d)3., Florida Statutes, to provide that effective July I, 2004, the base percentage of sales
tax proceeds to be deposited in the Trust Fund after certain required deposits to other State funds, would
be reduced from 9.653% to 8,814%, The legislative intent of Chapter 2003-402, Laws of Florida, was to
freeze for one fiscal year the total amount of Half-Cent Sales Tax Revenues distributed to the counties and
municipalities throughout the State at the level of such distributions for the State fiscal year ended
June 30, 2004. If the actual effect of Chapter 2003-402, Laws of Florida, achieves such legislative intent,
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the Half-Cent Sales Tax Revenues received by the County for the State fiscal year ended June 30,2005 will
be approximately the same as the Half-Cent Sales Tax Revenues received by the County for the State
fiscal year ended June 30, 2004, after which the Half-Cent Sales Tax Revenues would be expected to
increase or decrease in each subsequent fiscal year relative to fluctuations in total taxable sales in the
County, provided no other legislative changes are enacted. The combined effect of Chapter 2003-404,
Laws of Florida, and Chapter 2003-402, Laws of Florida, is that, effective July 1, 2004, the percentage of
Half-Cent Sales Tax Revenues deposited in the Trust Fund was reduced to 8,814%. The general rate of
sales tax in the States is currently 6,00%. Accordingly, for every dollar of taxable sales price of an item,
effective July 1, 2004, approximately 0.529 cents is deposited into the Trust Fund, The Half-Cent Sales
Tax Revenues are distributed from the Trust Fund on a monthly basis to participating units of local
government in accordance with Part VI, Chapter 218, Florida Statutes (the "Sales Tax Act"),
As of October 1, 2001, the Trust Fund began receiving a portion of certain taxes imposed by the
State on the sales of communication services (the "CST Revenues") pursuant to Chapter 202, Florida
Statutes (the "CST Law"). Accordingly, moneys distributed from the Trust Fund now consist of funds
derived from both general sales tax proceeds and CST Revenues required to be deposited into the Trust
Fund. All moneys distributed to the County from the Trust Fund (whether derived for the general sales
tax or from CST Revenues) constitute Sales Tax Revenues for purposes of the Resolution and are a part of
the Pledged Revenues pledged to the payment of the Bonds. Moneys received by the County pursuant to
the CST Law that are not deposited in the Trust Fund do not constitute Sales Tax Revenues and are not
pledged to the payment of the Bonds pursuant to the Resolution.
Eligibility
To be eligible to participate in the Half-Cent Sales Tax Program, each municipality and county is
required to have:
(i) reported its finances for its most recently completed fiscal year to the State Department of
Financial Services as required by Florida law;
(ii) made provisions for annual post audits of financial accounts in accordance with
provisions of law;
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special millages authorized by the voters, to produce the
revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973
taxable values or, in order to produce revenue equivalent to that which would otherwise
be produced by such three (3) mill ad valorem tax, to have collected an occupational
license tax, utility tax, or ad valorem tax, or any combination of those three sources;
(iv) certified that persons in its employ as law enforcement officers meet certain qualifications
for employment, and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment qualifications
and are eligible for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the general
budget of such county or municipality has met the provisions for annual post audit of its
financial accounts in accordance with law; and
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(vii) certified to the Florida Department of Revenue that it has complied with certain
procedures regarding the establishment of the ad valorem tax millage of the county or
municipality as required by law,
Although the Sales Tax Act does not impose any limitation on the number of years during which
a county or municipality may receive distributions of the Half-Cent Sales Tax Revenues from the Trust
Fund, there may be amendments to the Sales Tax Act in subsequent years imposing additional
requirements of eligibility for counties and municipalities participating in the Half-Cent Sales Tax
Revenues, or the distribution formulas in Sections 212.20(6)(d) or 218,62, Florida Statutes, may be revised.
To be eligible to participate in the Trust Fund in future years, the County must comply with the financial
reporting and other requirements of the Sales Tax Act. Otherwise, the County would lose its Trust Fund
distributions for twelve (12) months following a "determination of noncompliance" by the State
Department of Revenue, Pursuant to the Resolution, the County has covenanted to take all action
necessary or required to continue to entitle the County to receive its portion of the Half-Cent Sales Tax
Revenues (i.e" the Sales Tax Revenues), The County has always maintained eligibility to receive the Sales
Tax Revenues.
Distribution
Half-Cent Sales Tax Revenues collected within a county and deposited in the Trust Fund are
distributed among such county and the eligible municipalities therein in accordance with the following
formula:
County's Share
(percentage of
total Sales
Tax Revenues)
unincorporated county
population +
total county
population +
2/3 incorporated
area population
2/3 incorporated
area population
Municipal Share
(percentage of total
Sales Tax Revenues)
total county
population
municipality population
2/3 incorporated
+ area population
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Distribution Percentages
Below are the approximate distribution percentages for the County and for the three
municipalities within the County (the City of Naples, the City of Marco Island and the City of Everglades
City) for the past five years:
State
Fiscal Year
Percentage of
Half-Cent Sales
Tax Distribution
to Collier County
Percentage of Half-Cent
Sales Tax Distribution
to Municipalities within
Collier County
2000
2001
2002
2003
2004
85,34%
85,86
86.69
87.08
87.57
14,66%
14,14
13.31
12,92
12.43
Source: State of Florida, Department of Revenue,
"Sales Tax Revenues" is defined in the Resolution to mean the proceeds of the local government
half-cent sales tax, as defined and described in, and distributed to the County under Part VI, Chapter 218,
Florida Statutes,
Historical Receipts of Sales Tax Revenues by the County
Fiscal Year Ended
September 30
Unaudited
Sales Tax Revenues
Percentage Change
2000
2001
2002
2003
2004
$23,715,339
25,794,562
26,611,449
27,845,618
31,323,401
8,77%
3,17
4,64
12.50
Source: Collier County Finance Department.
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Pro-Fonna Debt Service Coverage
Sales Tax Revenues for the Fiscal
Year Ended September 30. 2004
Pro-Fonna Debt
Service Coverage
Maximum Annual
Debt Serviceill
$19,940,823
$31,323,401
1.57x
(1) Includes actual debt service on the Outstanding Parity Bonds and the estimated debt service on
the Series 2005 Bonds provided by the County's Financial Advisor based on an estimated issue
size of $160,150,000, true interest cost rate of 4.56%, and a final maturity date of October 1, 2035,
The amount of Half-Cent Sales Tax Revenues distributed to the County is subject to increase or
decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii)
legislative changes relating to the sales tax, which may include changes in the scope of taxable sales,
changes in the tax rate and changes in the amount of sales tax revenue deposited into the Trust Fund, and
(iii) other factors which may be beyond the control of the County or the Series 2005 Bondholders,
including but not limited to the potential for increased use of electronic commerce and other intemet-
related sales activity that could have a material adverse impact upon the amount of sales tax collected by
the State of Florida and then distributed to the County,
In particular, the share of the Half-Cent Sales Tax Revenues collected within the County and
deposited in the Trust Fund which is to be distributed to the County will be affected by changes in the
relative populations of the unincorporated and incorporated areas within the County, Such relative
populations are subject to change through normal increases and decreases in population within the
existing unincorporated and incorporated areas of the County and are also subject to change by the
annexation of previously unincorporated areas of the County by the municipalities within the County,
Such annexations would not only increase the population of the incorporated areas but also would, in
equal amount, decrease the population of the unincorporated areas.
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. .*
ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds relating to the sale of
the Series 2005 Bonds:
SOURCES:
Principal Amount of Series 2005 Bonds
Other Legally Available Moneys(1)
Net Original Issue (Discount)
$
TOTAL SOURCES
$
USES:
Deposit to Construction Fund
Deposit to Escrow Fund(2)
Payment of Prior Notes
Costs of Issuance(3)
$
TOTAL USES
$
(1) Includes moneys on deposit in certain funds and accounts established with respect to the
Refunded Bonds.
(2) Moneys on deposit in the Escrow Fund shall be used to pay the principal of, redemption
premium, and interest on the Refunded Bonds.
(3) Includes Municipal Bond Insurance Policy premium, 2005 Reserve Account Insurance Policy
premium and Underwriter's discount, financial advisory and legal fees and expenses, and
miscellaneous costs of issuance,
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21
Bond Year
Ended
October 1
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
TOTALS
DEBT SERVICE SCHEDULE
Series 2005 Bonds
Principal
$
$
Interest
$
$
Annual
Debt Service
$
$
Outstanding Parity Bonds
Annual Debt Service
$ 9,809,628,76
7,820,528,76
7,156,708,76
7,157,628.76
7,156,428,76
7,157,283.76
7,155,258.76
6,208,121.26
6,205,096,26
5,606,326.26
5,605,656,26
5,600,056.26
5,603,143,76
5,603,543.76
5,604,250,00
5,605,575.00
5,602,800,00
2,692,250,00
2,692,275,00
2,694,150,00
2,695,525,00
2,693,200,00
2,692,175,00
2,694,787.50
2,692,887.50
2,696,475,00
2,695,075,00
2,693,687.50
2,692,075,00
$142,982,597,64
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Combined
Annual
Debt Service
$
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MUNICIPAL BOND INSURANCE
The following information under this heading has been furnished by
(the "Insurer") for use in this Official Statement. Reference is made to
"APPENDIX D - SPECIMEN MUNICIPAL BOND INSURANCE POLICY" attached hereto for a specimen
of the Insurer's policy.
[To Come]
THE INFORMATION RELATING TO THE INSURER CONTAINED ABOVE HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE COUNTY OR THE
UNDERWRITER AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION
SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE COUNTY NOR THE
UNDERWRITER MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF THE
INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER TO MEET
ITS OBLIGATIONS UNDER THE MUNICIPAL BOND INSURANCE POLICY.
RESERVE PRODUCTS
2005 Reserve Account Insurance Policy
Concurrently with the issuance of the Series 2005 Bonds, the Insurer will issue its surety bond
(the "2005 Reserve Account Insurance Policy") for deposit into the Reserve Account. A general
description of the Insurer's financial condition is contained under the heading "MUNICIPAL BOND
INSURANCE" herein, A form of the 2005 Reserve Account Insurance Policy is attached hereto as
"APPENDIX E - SPECIMEN 2005 RESERVE ACCOUNT INSURANCE POLICY." The following
information under this heading has been furnished by the Insurer for use in this Official Statement.
The Resolution requires the establishment of a Reserve Account and the funding thereof in an
amount at least equal to $ (the "Maximum Bond Service Requirement"), and authorizes the
County to obtain the 2005 Reserve Account Insurance Policy in place of funding the Reserve Account
with cash. Taking into account the face amount of the 2002 Reserve Account Insurance Policy hereinafter
described (see" - 2002 Reserve Account Insurance Policy" herein), the face amount of the 2003 Reserve
Account Insurance Policy hereinafter described (see "-2003 Reserve Account Insurance Policy" herein)
and the initial face amount of the 2005 Reserve Account Insurance Policy equal to $ , the
Reserve Account shall be fully funded upon the issuance of the Series 2005 Bonds.
[As of October I, 2021 through September 30, 2033, the face amount of the 2005 Reserve
Account Insurance Policy will be $ , which is the remaining Maximum Bond Service
Requirement on the Bonds from and after October 1, 2021. As of October I, 2033 through
[September 30, 2035] the face amount of the 2005 Reserve Account Insurance Policy will be
$ , which is the remaining Maximum Bond Service requirement on the Bonds from and after
October 1, 2033.] Accordingly, application has been made to the Insurer for the issuance of the 2005
Reserve Insurance Account Policy in such amount for the purpose of satisfying the requirement to have
on deposit in the Reserve Account an amount equal to at least the Maximum Bond Service Requirement.
See "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" attached hereto.
The Series 2005 Bonds will only be delivered upon the issuance of such 2005 Reserve Account Insurance
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Policy, The premium on the 2005 Reserve Account Insurance Policy is to be fully paid at or prior to the
issuance and delivery of the Series 2005 Bonds,
[To Come]
THE INFORMATION RELATING TO THE INSURER CONTAINED ABOVE HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE COUNTY OR THE
UNDERWRITER AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION
SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE COUNTY NOR THE
UNDERWRITER HAS MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF THE
INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER TO MEET
ITS OBLIGATIONS UNDER THE 2005 RESERVE ACCOUNT INSURANCE POLICY,
2003 Reserve Account Insurance Policy
Prior to the issuance of the Series 2005 Bonds, Ambac Assurance Corporation issued its surety
bond (the "2003 Reserve Account Insurance Policy") for deposit into the Reserve Account. The 2003
Reserve Account Insurance Policy is an Additional Funding Instrument. A copy of the 2003 Reserve
Account Insurance Policy is attached hereto as "APPENDIX F - 2003 RESERVE ACCOUNT INSURANCE
POLICY. "
2002 Reserve Account Insurance Policy
Prior to the issuance of the Series 2005 Bonds, Financial Guaranty Insurance Corporation ("FGIC")
issued its Municipal Bond Debt Service Reserve Account Insurance Policy (the "2002 Reserve Account
Insurance Policy") for deposit into the Reserve Account. The 2002 Reserve Account Insurance Policy is an
Additional Funding Instrument. A copy of the 2002 Reserve Account Insurance Policy is attached hereto
as "APPENDIX G - 2002 RESERVE ACCOUNT INSURANCE POLICY."
INVESTMENT POLICY
The moneys held in the funds and accounts under the Resolution may only be invested in
Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently
governed by the provisions of the County's Ordinance No. 87-65 and Resolution No. 95-552 which
authorize investments for surplus public funds in the permitted investments described in Section 218.415,
Florida Statutes.
Pursuant to Resolution No, 95-552, the Clerk of the Circuit Court (the "Clerk") has established a
written investment policy for the such surplus funds. The investment policy establishes guidelines as to
the type, maturity, composition and risk relating to the County's investment portfolio,
Permitted investments pursuant to such investment policy include the following:
1. Florida Local Government Surplus Trust Fund (State Board of Administration ("SBA"»;
2. US Government Securities - Direct Obligations;
3. US Federal Agencies - Backed by Full Faith and Credit of US Government;
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4. US Federal Instrumentalities - US Federal Agency Securities Not Backed by Full Faith
and Credit of US Government, except for Student Loan Marketing Association;
5. Certificates of Deposit - Collateralized with US Government Securities or Federal
Agencies;
6. Repurchase Agreements;
7. Fixed Income Mutual Funds - Collateralized with US Government Securities or Federal
Agencies;
8. Domestic Bankers Acceptances - Rated "AA" or higher, and inventory based;
9, Prime Commercial Paper - Rated "A-I" and "P-l," and backed by a letter of credit rated
"AA" or higher;
10. Tax-Exempt Obligations - Rated "AA" or higher and issued by state or local governments;
11. Now Account - Fully collateralized in accordance with Chapter 280, Florida Statutes
(limited to Depository Bank/Concentration Bank);
12. Variable Rate Securities only if the rate is a straight floating rate that is set in a direct, as
opposed to inverse, relationship to a single index; and
13. Mortgage Securities (CMOs) only if they are:
a. Issued by US Federal Agencies or US Federal Instrumentalities,
b. Pass the Federal Financial Investment Examination Council (FFIEC) test at time
of purchase, and
c. Have an average life of five (5) years or less and have an absolute final maturity
of no more than fifteen (15) years at zero PSA. The term "zero PSA" means that
all interest and principal payments are guaranteed to be made by the stated final
maturity assuming no prepayments,
Specifically prohibited investments include the following:
1. Interest only strips of mortgaged backed securities;
2. Leveraged bonds;
3, Structured notes or financings other than mortgage securities that meet the provisions of
the investment policy (permit callable and step up coupons);
4. Variable rate securities that set a rate based on an inverse relationship to an index; and
5. Variable rate debt that sets a rate based on more than a single index,
The objective of the investment policy is to match investment cash flow and maturity with known
cash needs and anticipated cash flow requirements (i.e., match assets to liabilities) to the extent possible,
Investment of funds shall have final maturities of not more than five (5) years, except for:
1. SBA - no stated final maturity;
2. Certificates of Deposit -1 Year;
3. Repurchase Agreements - 90 Days;
4. Bankers Acceptances - 120 Days;
5, Prime Commercial Paper - 120 Days;
6, Fixed Income Mutual Funds - no stated final maturity, However, underlying US
Government Securities and Federal Agencies have average maturity of 1 year;
7, Mortgage Securities - average life of 5 years or less and have an absolute final maturity of
no more than 15 years at zero PSA; and
8. US Government Securities and Federal Agencies deposited into an escrow account in
connection with the refunding of a County bond issue can have a final maturity of more
than 5 years,
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Mortgage securities shall not be used to match liabilities that are reasonably definable as to
amount and disbursement date. Mortgage securities can only be used to invest funds associated with
reserves or liabilities that are not associated with a specifically identified cash flow schedule. Mortgage
securities can be used to prudently enhance the return on the portfolio,
Any and all exceptions to the investment policy require a vote of the majority of Board.
Furthermore, the Board may revise the aforementioned investment policy from time to time.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 2005 Bonds are subject to the approval
of Nabors, Giblin & Nickerson, P.A., Bond Counsel, Tampa, Florida whose approving opinion in
substantially the form attached hereto as "APPENDIX H -FORM OF BOND COUNSEL OPINION" will
be furnished without charge to the purchasers of the Series 2005 Bonds at the time of their delivery, The
actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the
date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by
recirculation of the Official Statement or otherwise shall create no implication that subsequent to the date
of the opinion Bond Counsel has reviewed or expresses any opinion concerning any of the matters
referenced in the opinion, Nabors, Giblin & Nickerson, P.A. has not undertaken independently to verify
and therefore expresses no opinion as to the accuracy, completeness, fairness, or sufficiency of any of the
information or statements contained in this Official Statement or any exhibits, schedules or attachments
hereto except as to the accuracy of the information under the headings captioned "DESCRIPTION OF
THE SERIES 2005 BONDS" (except for the information under the heading "Book-Entry Only System") and
"SECURITY FOR THE BONDS" to the extent such information purports to summarize certain provisions
of the Resolution and except as to the accuracy of the information under the caption "TAX EXEMPTION"
herein,
Certain legal matters will be passed upon by David C. Weigel, Esq" County Attorney, and by
Bryant Miller & Olive P,A., Tampa, Florida, Disclosure Counsel.
LITIGATION
There is no pending or, to the knowledge of the County, any threatened litigation against the
County of any nature whatsoever which in any way questions or affects the validity of the Series 2005
Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the
adoption of the Resolution, or the pledge of the Pledged Revenues. Neither the creation, organization or
existence, nor the title of the present members of the Board, or other officers of the County is being
contested.
The Board has been named as a defendant in a lawsuit originally filed on January 10,2003, in the
Circuit Court for the Twentieth Circuit, Collier County. The case is styled Century Development of Collier
County, lnc" et aI. v, leb Bush, et al., Case No. 03-117-CA-HTH. The suit, which also names the individual
members of the State of Florida Administration Commission as defendants, has been brought by Century
Development of Collier County, Inc" Joseph DeFrancesco, Ricardo A. Haylock and Mildred Haylock,
Francis D. Hussey, Mary Pat Hussey, and Anne Kornfeld, as class representatives for approximately 400
to 500 persons owning property in that area of the County known as North Belle Meade, The plaintiffs
26
IDA
seek monetary relief from the Board for the purported inverse condemnation of property in North Belle
Meade that allegedly results from the Board's enactment of an ordinance and comprehensive plan
amendments. The plaintiffs contend that the ordinance and comprehensive plan amendments imposed a
moratorium on the North Belle Meade properties, the effect of which was a temporary deprivation of all
or substantially all beneficial use of such properties, including but not limited to certain mining rights.
The plaintiffs did not identify in the Complaint the amount of damages being sought. On February 24,
2004, both the County and the Administration Commission filed motions to dismiss, The lawsuit was
subsequently dismissed for lack of prosecution and then was refiled by the plaintiffs on September 8,
2004. On November 19, 2004, the County served a motion to dismiss the refiled complaint. Based upon
the allegations as currently pled, the Board has a reasonable likelihood of prevailing. At this time,
however, the County is unable to predict whether and how the complaint may be amended and,
therefore, is unable to predict whether the plaintiffs will be successful in this action and, if successful, the
extent of the Board's ultimate liability. However, whether or not the plaintiffs are successful, any
potential liability is not expected to affect the County's ability to pay the principal and interest on the
Series 2005 Bonds,
In addition, the County Manager received approximately 558 purported claims under the Bert J.
Harris, Jr, Private Property Protection Act, Chapter 70, Florida Statutes, on or about July 21,2004. These
purported claims potentially relate to the issues in the Century Development lawsuit as well as potential
additional issues concerning land use regulations imposed in approximately the same geographic area
pursuant to state law. At this very preliminary stage, the County is reviewing these individual purported
claims but is unable to predict whether the claims will lead to suits and whether, in such an event, any of
the claims might be successful or the potential extent of the County's ultimate liability, However,
whether or not claimants are successful in any suits which may be filed, any potential liability is not
expected to affect the County's ability to pay the principal and interest on the Series 2005 Bonds.
The County experiences other claims, litigation, and various legal proceedings which
individually are not expected to have a material adverse effect on the operations or financial condition of
the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County
Attorney, however, except as noted above, the County will either successfully defend such actions or
otherwise resolve such matters without any material adverse consequences on the financial condition of
the County.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULA nONS
Pursuant to Section 517,051, Florida Statutes, as amended, no person may directly or indirectly
offer or sell securities of the County except by an offering circular containing full and fair disclosure of all
defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the
Florida Department of Banking and Finance (the "Department"). Pursuant to Rule 3E-400.003, Florida
Administrative Code, the Department has required the disclosure of the amounts and types of defaults,
any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over
the assets of the County, and certain additional financial information, unless the County believes in good
faith that such information would not be considered material by a reasonable investor, The County is not
and has not been in default on any bond issued since December 31, 1975 which would be considered
material by a reasonable investor.
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TAX EXEMPTION
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX H - FORM OF
BOND COUNSEL OPINION" attached hereto, the interest on the Series 2005 Bonds is excludable from
gross income for federal income tax purposes and is not a specific item of tax preference for federal
income tax purposes under existing statutes, regulations, rulings and court decisions. However, interest
on the Series 2005 Bonds is taken into account in determining adjusted current earnings for purposes of
computing the federal alternative minimum tax imposed on corporations pursuant to the Internal
Revenue Code of 1986, as amended (the "Code"). Failure by the County to comply subsequently to the
issuance of the Series 2005 Bonds with certain requirements of the Code, regarding the use, expenditure
and investment of Series 2005 Bonds proceeds and the timely payment of certain investment earnings to
the Treasury of the United States, may cause interest on the Series 2005 Bonds to become includable in
gross income for federal income tax purposes retroactive to their date of issuance, The County has
covenanted in the Resolution to comply with all provisions of the Code necessary to, among other things,
maintain the exclusion from gross income of interest on the Series 2005 Bonds for purposes of federal
income taxation. In rendering its opinion, Bond Counsel has assumed continuing compliance with such
covenants.
Internal Revenue Code of 1986
The Code contains a number of provisions that apply to the Series 2005 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2005 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2005 Bonds to the Treasury of
the United States. Noncompliance with such provisions may result in interest on the Series 2005 Bonds
being included in gross income for federal income tax purposes retroactive to their date of issuance,
Collateral Tax Consequences
Except as described above, Bond Counsel will express no opinion regarding the federal income
tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the
Series 2005 Bonds. Prospective purchasers of Series 2005 Bonds should be aware that the ownership of
Series 2005 Bonds may result in other collateral federal tax consequences. For example, ownership of the
Series 2005 Bonds may result in collateral tax consequences to various types of corporations relating to (1)
denial of interest deduction to purchase or carry such Series 2005 Bonds, (2) the branch profits tax, and (3)
the inclusion of interest on the Series 2005 Bonds in passive income for certain Subchapter S corporations.
In addition, the interest on the Series 2005 Bonds may be included in gross income by recipients of certain
Social Security and Railroad Retirement benefits.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2005 BONDS AND THE
RECEWr OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING,
BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE, PROSPECTIVE SERIES 2005
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN
THAT REGARD.
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Florida Taxes
In the opinion of Bond Counsel, the Series 2005 Bonds and the income thereon are exempt from
all present intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes.
Other Tax Matters
Interest on the Series 2005 Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions, Purchasers of the Series 2005 Bonds should consult
their own tax advisors as to the income tax status of interest on the Series 2005 Bonds in their particular
state or local jurisdiction,
During recent years, legislative proposals have been introduced in Congress, and in some cases
enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are
similar to the Series 2005 Bonds. In some cases, these proposals have contained provisions that altered
these consequences on a retroactive basis, Such alterations of federal tax consequences may have affected
the market value of obligations similar to the Series 2005 Bonds. From time to time, legislative proposals
are pending which could have an effect on both the federal tax consequences resulting from ownership of
the Series 2005 Bonds and their market value. No assurance can be given that additional legislative
proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon,
the Series 2005 Bonds,
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2005 Bonds maturing _ through ----' inclusive and on _ (collectively the "Discount Bonds")
and the initial offering price to the public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount
of such Discount Bonds of the same maturity was sold constitutes original issue discount which is
excludable from gross income for federal income tax purposes to the same extent as interest on the Series
2005 Bonds. Further, such original issue discount accrues actuarially on a constant interest rate basis over
the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price
by an initial purchaser thereof will be increased by the amount of such accrued original issue discount.
The accrual of original issue discount may be taken into account as an increase in the amount of tax-
exempt income for purposes of determining various other tax consequences of owning the Discount
Bonds, even though there will not be a corresponding cash payment. Owners of the Discount Bonds are
advised that they should consult with their own advisors with respect to the state and local tax
consequences of owning such Discount Bonds.
Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2005 Bonds maturing on _ through
----' inclusive and on _ (collectively, the "Premium Bonds") and the initial offering price to the public
(excluding bond houses, brokers or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same
maturity was sold constitutes to an initial purchaser amortizable bond premium which is not deductible
from gross income for Federal income tax purposes, The amount of amortizable bond premium for a
taxable year is determined actuarially on a constant interest rate basis over the term of each Premium
Bond which term ends on the earlier of the maturity or optional call date for such Premium Bond which
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results in the lowest yield on such Bond to the purchaser thereof. For purposes of determining gain or
loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation
in the initial offering to the public at the initial offering price is required to decrease such purchaser's
adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the
taxable year, The amortization of bond premium may be taken into account as a reduction in the amount
of tax-exempt income for purposes of determining various other tax consequences of owning such
Premium Bonds. Owners of the Premium Bonds are advised that they should consult with their own
advisors with respect to the state and local tax consequences of owning such Premium Bonds,
RATINGS
Fitch Ratings ("Fitch"), Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings
Services ("S&P") are expected to assign their municipal bond ratings of "AAA," "Aaa" and "AAA,"
respectively, to the Series 2005 Bonds with the understanding that upon delivery of the Series 2005 Bonds,
the Municipal Bond Insurance Policy will be issued by the Insurer. In addition, Fitch, Moody's and S&P
have assigned underlying ratings of "AA-," "AI" and "AA-," respectively, without giving any regard to
such Municipal Bond Insurance Policy. The ratings reflect only the views of said rating agencies and an
explanation of the ratings may be obtained only from said rating agencies, There is no assurance that
such ratings will continue for any given period of time or that they will not be lowered or withdrawn
entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A
downward change in or withdrawal of any of such ratings, may have an adverse effect on the market
price of the Series 2005 Bonds. An explanation of the significance of the ratings can be received from the
rating agencies, at the following addresses: Fitch Ratings, One State Street Plaza, New York, New York
10004, Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007-2796 and Standard
& Poor's Ratings Services, 55 Water Street, New York, New York 10041.
VERIFICATION OF MA THEMA TICAL COMPUTATIONS
At the time of the delivery of the Series 2005 Bonds, Causey Demgen & Moore, Inc., Denver,
Colorado, a firm of independent certified public accountants, will deliver a report on the mathematical
accuracy of the computations contained in schedules provided to them and prepared by Public Financial
Management, Inc, on behalf of the County relating to the sufficiency of the anticipated cash and maturing
principal amounts of and interest on the Obligations of the United States of America to pay, when due,
the principal upon prior redemption, interest and call premium requirements of the Refunded Bonds.
FINANCIAL ADVISOR
The County has retained Public Financial Management, Inc., Fort Myers, Florida, as Financial
Advisor in connection with the County's financing plans and with respect to the authorization and
issuance of the Series 2005 Bonds, The Financial Advisor is not obligated to undertake and has not
undertaken to make an independent verification or to assume responsibility for the accuracy,
completeness, or fairness of the information contained in the Official Statement. The Financial Advisor
did not participate in the underwriting of the Series 2005 Bonds, The Financial Advisor may receive a fee
for bidding investments for certain proceeds of the Series 2005 Bonds.
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AUDITED FINANCIAL STATEMENTS
The General Purpose Financial Statements of the County for the fiscal year ending September 30,
2003, and report thereon of KPMG LLP (the "Independent Certified Public Accountant") are attached
hereto as "APPENDIX B - AUDITED FINANCIAL STATEMENTS OF COLLIER COUNTY FOR FISCAL
YEAR ENDED SEPTEMBER 30, 2003." Such statements speak only as of September 30, 2003. Such
statements, including the report of the Independent Certified Public Accountant, have been included in
this Official Statement as public documents and the consent of the Independent Certified Public
Accountant to include such documents herein was not requested.
The Series 2005 Bonds are payable solely from the Pledged Revenues as described in the
Resolution and herein and the Series 2005 Bonds are not otherwise secured by, or payable from, the
general revenues of the County, See "SECURITY FOR THE BONDS" herein, The General Purpose
Financial Statements are presented for general information purposes only.
UNDERWRITING
The Series 2005 Bonds are being purchased by (the
"Underwriter") at an aggregate purchase price of $ (which includes net original issue discount
of $ and Underwriter's discount of $ ). The Underwriter's obligations are subject to
certain conditions precedent described in the Official Notice of Sale which was prepared by the County,
and it will be obligated to purchase all of the Series 2005 Bonds if any Series 2005 Bonds are purchased,
The Series 2005 Bonds may be offered and sold to certain dealers (including dealers depositing such
Series 2005 Bonds into investment trusts) at prices lower than such public offering prices, and such public
offering prices may be changed, from time to time, by the Underwriter,
CONTINGENT FEES
The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with
respect to the authorization, sale, execution and delivery of the Series 2005 Bonds, Payment of the fees of
such professionals and an underwriting discount to the Underwriter are each contingent upon the
issuance of the Series 2005 Bonds,
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2005 Bonds upon an event of default under the
Resolution, the Municipal Bond Insurance Policy, the 2005 Reserve Account Insurance Policy, the 2003
Reserve Account Insurance Policy and the 2002 Reserve Account Insurance Policy are in many respects
dependent upon judicial actions which are often subject to discretion and delay. Under existing
constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy
code, the remedies specified by the Resolution, the Series 2005 Bonds, the Municipal Bond Insurance
Policy, the 2005 Reserve Account Insurance Policy, the 2003 Reserve Account Insurance Policy and the
2002 Reserve Account Insurance Policy may not be readily available or may be limited, The various legal
opinions to be delivered concurrently with the delivery of the Series 2005 Bonds, including Bond
Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the
various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other
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similar laws affecting the rights of creditors enacted before of after such delivery, See "APPENDIX C _
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" attached hereto for a description of
events of default and remedies,
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2005 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2005 Bonds in each year,
and to provide notices of the occurrence of certain enumerated material events, The County has agreed
to file annual financial information and operating data and its audited financial statements with each
nationally recognized municipal securities information repository then approved by the Securities and
Exchange Commission (the "NRMSIRs"), as well as any state information depository that is established in
the State (the "SID"). Currently, there are no such SIDs. The County has agreed to file notices of certain
enumerated material events, when and if they occur, with the NRMSIRs or the Municipal Securities
Rulemaking Board, and with the SlOs, if any,
The specific nature of the financial information, operating data, and of the type of events which
trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX I _
FORM OF CONTINUING DISCLOSURE CERTIFICATE" attached hereto. The Continuing Disclosure
Certificate shall be executed by the County prior to the issuance of the Series 2005 Bonds, These
covenants have been made in order to assist the Underwriter in complying with the continuing disclosure
requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule").
With respect to the Series 2005 Bonds, no party other than the County is obligated to provide, nor
is expected to provide, any continuing disclosure information with respect to the Rule, The County has
never failed to comply with any prior agreements to provide continuing disclosure information pursuant
to the Rule.
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning
the County and certain reports and statistical data referred to herein do not purport to be complete,
comprehensive and definitive and each such summary and reference is qualified in its entirety by
reference to each such document for full and complete statements of all matters of fact relating to the
Series 2005 Bonds, the security for the payment of the Series 2005 Bonds and the rights and obligations of
the owners thereof and to each such statute, report or instrument. Copies of such documents may be
obtained from either the office of the Clerk of the Board of County Commissioners, Collier County
Government Complex, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, telephone:
(239) 774-8383 or the County's Financial Advisor, Public Financial Management, Inc., 13350 Metro
Parkway, Suite 302, Fort Myers, Florida 33912, telephone (239) 939-3009.
Any statements made in this Official Statement involving matters of opinion or of estimates,
whether or not so expressly stated are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized. Neither this Official Statement nor any
statement that may have been made verbally or in writing is to be construed as a contract with the
owners of the Series 2005 Bonds,
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The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements,
AUTHORIZATION OF OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized and approved by
the County. At the time of delivery of the Series 2005 Bonds, the County will furnish a certificate to the
effect that nothing has come to their attention which would lead it to believe that the Official Statement
(other than information herein related to the Insurer, the Municipal Bond Insurance Policy, the 2005
Reserve Account Insurance Policy, the 2003 Reserve Account Insurance Policy, FGIC, the 2002 Reserve
Account Insurance Policy, DTC, the book-entry only system of registration and the information contained
under the caption "TAX EXEMPTION" as to which no opinion shall be expressed), as of its date and as of
the date of delivery of the Series 2005 Bonds, contains an untrue statement of a material fact or omits to
state a material fact which should be included therein for the purposes for which the Official Statement is
intended to be used, or which is necessary to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Chair, Board of County Commissioners
Collier County, Florida
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APPENDIX A
GENERAL INFORMA nON REGARDING
COLLIER COUNTY, FLORIDA
The following information concerning Collier County, Florida (the "County") has been supplied
by the County and is included only for purposes of supplying general information regarding the County.
The Series 2005 Bonds are secured by the Pledged Revenues as described in the Official Statement.
General Information
The County was established in 1923 by the legislature of the State of Florida (the "State") from
portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately
2,026 square miles, In terms of land area, it is the largest county in the State, The County is located on the
southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area, The County
has a 2003 population of 284,918. Principal industries within the County include wholesale and retail
trade, tourism, agriculture, forestry, fishing, cattle ranching and construction, The 2000 U.S. Census
showed an increase in the population of the County of 65% between the years 1990 and 2000,
Board of County Commissioners
The Board of County Commissioners (the "Board") is the principal legislative and governing
body of the County. The Board consists of five County Commissioners; one from each of the five districts
elected for terms of four years. All of the County Commissioners are residents of the County, The
current members of the Board and their expiration of terms of office are:
Commissioner
Office
Term Expires
Donna Fiala
Fred W. Coyle
Jim Coletta
Tom Henning
Frank Halas
Chair
Vice Chair
Commissioner
Commissioner
Commissioner
November, 2008
November, 2006
November, 2008
November, 2008
November, 2006
County Manager
The chief administrative official of the County is the County Manager, This official is directly
responsible to the Board for administration and operation of four administrative divisions under the
Board and for execution of all Board policies, The County Manager directs the administrative divisions
for Community Development, Public Services, Public Utilities and Support Services, The County
Manager is also responsible to the Board for the preparation of budgets and for the control of
expenditures of departments under his supervision throughout the budget year.
Budget Process
The Budget Director, as the County's Budget Officer, begins the budget process each February for
the ensuing fiscal year (October 1 to September 30) with the distribution of budget request forms and
instructions to departments and division heads. County division heads and elected officers submit their
proposed expenditures beginning in April for compilation by the Budget Officer no later than July 1 of
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each year and each submission is matched against available revenues. A balanced, proposed budget is
presented to the Board for review within 15 days of receipt of an assessed value certification from the
County's Property Appraiser which is due by July 1. A tentative budget is thereupon adopted within 15
days.
Subsequent to public hearings, a final budget is adopted. The final budget for the fiscal year
ended September 30, 2005 was adopted by the Board on September 23, 2004, Final millage rates are
adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or
after November 1. Upon valid adoption, all expenditures in the budget constitute appropriations, and
amendments to the budget can be made only in accordance with the provisions of Chapter 129, Florida
Statutes, as amended, and such chapter provides that expenditures in excess of total fund budgets are
unlawful.
Annual Audit
Florida law requires that an annual post audit of each county's accounts and records be
completed within six months of the end of each fiscal year by a firm of independent certified public
accountants retained and paid for by the County. The County retained the firm of KPMG LLP to
undertake the audit for the fiscal year ended September 30, 2003, which is included as APPENDIX C -
Audited Financial Statements For Fiscal Year Ended September 30, 2003" attached to this Official
Statement.
Population
The County has experienced rapid population growth in recent decades. The following table
presents historical and projected population growth for the County, the State, and the United States for
the period of 1960 to 2020:
POPULA nON TRENDS
Population Population United Population
County Percentage State Percentage States Percentage
Population Increase Population Increase Population Increase
1960 15,753 4,951,560 179,323,175
1970 38,040 141.5% 6,791,418 37.1% 203,302,031 13.4%
1980 85,971 126.0 9,746,961 43.5 226,504,825 11.4
1990 152,099 76.9 12,938,071 32.7 250,410,000 10,6
2000 251,377 65,2 15,982,378 23.5 274,634,000 9,7
2010* 357,200 42,1 18,978,400 18.7 308,936,000 12.5
2020* 457,700 28.1 21,807,100 14.9 335,805,000 8,7
*Estimates on County and State population use medium estimates of population growth,
Source: Collier County, Florida; Bureau of Census; and the University of Florida, College of Business
Administration, Bureau of Economic and Business Research, Division of Population Studies,
Most of the growth of Collier County is due to migration. As of April 1, 2002, the estimated
median age of the County's population was 45,2 years according to the 2003 Florida Statistical Abstract,
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University of Florida. The majority of the population is over the age of 18, with the age category 15-44
comprising 33.3% of the overall population.
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30, 2003
Industry Firms Employee Count(l)
Hotels and Other Lodging 65 4,113
Health Care and Social Services 618 11,697
Professional and Business Services 2,050 13,088
Finance, Insurance and Real Estate 1,172 6,329
Arts, Entertainment and Recreation Services 173 4,460
Services - Other 1,016 4,711
Services 5,094 44,398
Eating and Drinking Places 530 7,404
Food Stores 126 4,218
Auto Dealers and Service Stations 187 2,441
Home Furniture and Furnishings 170 1,003
Retail Trade - Other 465 2,791
Apparel and Accessory Stores 271 1,806
General Merchandise Stores 31 2,263
Building Hardware and Garden 105 2,129
Retail Trade 1,885 24,055
Federal Government 18 664
State Government 44 851
Local Government 22 10,559
Government 84 12,074
Agriculture, Forestry and Fisheries 117 4,473
Construction 1,456 14,121
Manufacturing 275 2,775
Transportation, Communication and
Public Utilities 300 3,402
Wholesale Trade 401 2,764
Mining ----2 ---2Z
Total Other 2,558 27,592
Total ~ 108.119
(1 ) Average number of people employed in 2003,
Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ended September 30,
2003; Florida Department of Labor & Employment Security; Bureau of Labor Market Information
ES-202 Report.
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COLLIER COUNTY EMPLOYMENT
(1993-2002)
State of
County Florida
Labor Unemployment Unemployment
Year Force Employment Unemployment Rate Rate
1993 78,654 72,078 6,576 8.5% 7,0%
1994 80,566 73,979 6,577 8.2 6,8
1995 81,500 75,839 5,661 6.9 5.4
1996 83,140 78,316 4,824 5.8 5,1
1997 87,526 83,115 4,411 5.0 4.8
1998 92,044 88,224 3,820 4.2 4.3
1999 94,862 91,342 3,250 3.7 3.9
2000 100,339 96,826 3,513 3.5 3.6
2001 112,616 108,201 4,415 3.9 4.8
2002 117,278 112,118 5,160 4.4 5.5
Source: U.S. Department of Labor, Bureau of Labor Statistics; Division of Employment Security,
Department of Commerce, State of Florida; and Florida Department of Labor and Employment
Security, Bureau of Labor Market Information; 2003 Florida Statistical Abstract, University of
Florida.
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
(1993-2002)
Single Multi- Residential
Year Family Units Family Units V aluation(1)
1993 1,702 1,957 $ 385,337
1994 1,964 2,358 449,254
1995 1,957 2,300 501,797
1996 2,318 2,585 447,563
1997 2,718 3,324 567,883
1998 2,804 4,040 826,199
1999 3,765 3,777 931,599
2000 4,065 3,905 1,188,310
2001 3,878 4,280 1,093,852
2002 4,173 3,109 1,113,547
(1) Valuation in thousands of dollars,
Source: 2003 Florida Statistical Abstract, University of Florida; Years 1993 through 2002; University of
Florida Bureau of Economic and Business Research, Building Permit Activity in Florida.
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Agriculture
Agriculture is a dominant factor in the economy of the County. Rainfall averages about 52 inches
annually with most of the precipitation occurring during the late spring and summer, The high yearly
rainfall and year-round mild temperature enable agriculture to be a productive sector of the County
economy, The agricultural industry represents seven percent of the workforce, Farming activities are
located approximately 40 miles inland primarily centered around the community of Immokalee. Major
crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are also a significant farming
commodity,
Tourism
Tourism is a major factor in the economy of the County, Visitors to the County enjoy its Gulf of
Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States' only
subtropical National Park, located near Naples, comprises a substantial portion of the County, Collier-
Seminole Park and Corkscrew Swamp are also located nearby, Salt water fishing in the Gulf of Mexico,
as well as fresh water fishing, makes the many lakes and waterways popular vacation spots, The County
is regarded as one of the largest shelling areas in the United States,
Transportation
The County is served by U.S. Highway 41 (otherwise known as the Tamiami Trail) and Interstate
75, which links Naples to the east coast of Florida and intersects U.S, Highway 27, providing access to the
Florida Turnpike. Interstate 75 also provides access to the County from the North, Greyhound Bus Lines
connects the County to all points within the State,
Air service is available at the Naples Airport owned by the City of Naples and covers an area of
approximately 650 acres, The airport has two lighted 5,000 feet hard surfaced runways, each 150 feet
wide. Commuter airlines offer regularly scheduled flights to Miami and Tampa, Air service at the
Southwest International Airport near Fort Myers, 35 miles north of Naples, reaches many major cities, In
addition, the County owns and operates three public airports: the Marco Island Executive Airport and the
Immokalee and Everglades City Airparks.
Educational System
The County school system serves approximately 42,000 students in 44 schools, The public
schools provide a varied adult education program and a special program for pre-school children. There
are several private and parochial schools in the County offering classes from kindergarten through the
twelfth grade. Edison Community College's main campus in Fort Myers, with a branch campus in
Naples, offers technical training as well as college preparation for students. Although not located within
the County, Florida Gulf Coast College, the tenth college in the State University System, is operating in
Lee County, immediately north of the County.
Medical Facilities
Naples Community Hospital, a non-profit, private corporation provides health services to the
residents of the County. It opened as a 50-bed facility in 1956, financed exclusively by contributions from
members of the community. Since 1956, Naples Community Hospital has grown to encompass
approximately 422,000 square feet and include two six-story towers that house Naples Community
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Hospital's 408 licensed beds and patient care ancillary services and a two-story support services wing
located between the two towers, Hospital services are also provided in the Carpenter-Briggs Radiation
Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent
Care Center located in leased space approximately seven miles from Naples Community Hospital, and in
several other outpatient facilities that provide urgent care, rehabilitation, wellness and infusion services.
The Cleveland Clinic operates a hospital in the northern portion of the County.
The Collier County Health Department operates in every community in the County under the
direction of a licensed physician and with a staff of trained specialists, including public health workers,
nurses, sanitarians and clinical psychologists,
COLLIER COUNTY
FINANCIAL AND ECONOMIC DATA
(1994-2003)
Per Bank
Fiscal Percent Capita Deposits
Year Populationill Increase Income (000' s )ill
1994 180,540 3.4% $30,201 $2,707,107
1995 186,641 3.4 N/A 2,892,389
1996 197,400 5.8 30,201 3,112,346
1997 202,903 2.7 30,906 3,463,731
1998 210,095 3.5 32,878 3,767,516
1999 219,685 4.6 34,830 4,102,784
2000 229,821 4.6 36,210 4,658,978
2001 251,377 9.3 38,916 5,153,782
2002 264,475 5.2 40,121 5,844,144
2003 284,918 7.7 41,269 6,788,764
(1) Florida Bankers Association,
N/A = Data not currently available
Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ending September 30,
2003, Population figures are estimates used by the County on an annual basis, Actual
population according to the 2000 United States Census was 281,422.
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Assessed Valuation
The following table shows the assessed value and taxable value for operating millage in each of
the past ten years.
TOTAL ASSESSED AND TAXABLE VALUE
IN COLLIER COUNTY
(1994-2003)
Ratio of
County Taxable County Taxable Taxable Value
Fiscal Value Real Value Personal Total Total To Total
Year Property Only Property Only Taxable Value(1) Assessed Value(2) Assessed Value
2003 $44,492,425,404 $1,493,184,997 $45,985,727,314 $57,761,717,617 79,60%
2002 38,085,169,570 1,405,140,367 39,490,423,314 49,671,844,946 79.50
2001 32,057,961,136 1,336,930,733 33,395,002,460 41,333,321,441 80,79
2000 26,493,401,264 1,248,512,604 27,742,021,485 33,902,799,963 81.82
1999 23,271,327,045 1,150,774,033 24,422,201,235 29,830,939,079 81.86
1998 20,304,971,514 1,037,538,724 21,342,594,299 25,777,151,470 82,79
1997 18,547,873,169 981,119,415 19,529,075,510 23,436,330,545 83.33
1996 17,146,475,680 936,566,144 18,083,131,561 21,751,280,540 83,14
1995 16,038,210,161 892,359,888 16,930,661,056 20,463,371,228 82,74
1994 15,130,183,723 851,954,071 15,982,193,801 19,387,178,081 82.44
(1) These figures include Centrally Assessed property,
(2) Just Value is the Market or Assessed value. From this you subtract exemptions, classified
agricultural property and capped homestead value to arrive at taxable value,
Source: Collier County Property Appraiser's Office.
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The following table contains the property tax rates for the tax years 1994 through 2003.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES· ALL DIRECT AND OVERLAPPING GOVERNMENTS(l)
(1993-2002)
(Unaudited)
COLLIER COUNTY OTHER
Special Debt Capital
Fiscal General Revenue Service Projects School Independent
Year Fund Fund Funds Fund Total District Districts Total
1993 3.2580 0.7726 0.1094 0.5474 4.6874 8.0000 1.4455 14.1329
1994(2) 3.6729 0.7823 0.1106 0,0000 4.5658 8.0860 1.5648 14,2166
1995 3.6028 0,6834 0.1062 0.0000 4.3924 8.3227 1.5028 14,2179
1996 3.4918 0.7091 0.0989 0.0000 4.2998 8,6000 1.5353 14.4351
1997 3.7266 0.7567 0.0490 0,0000 4.5323 8.6918 1.5420 14.7661
1998 3,6838 0,7604 0,0452 0.0000 4.4894 8.4298 1.5941 14.5133
1999 3.5540 0,6689 0,0420 0.0000 4.2649 8.5173 1.4801 14.2623
2000 3.5086 0.6419 0.0355 0.0000 4.1860 7.7661 1.4654 13.4175
2001 3.5050 0.6624 0.0318 0,0000 4.1992 7.7334 1.4607 13.3933
2002 3.8797 0,6238 0,0257 0,0000 4,5292 7,1464 1.3813 13.0569
2003 3,8797 0,6182 0,0216 0,0000 4.5195 6,9192 1.3554 12.7941
(1) Basis for property tax rates is 1 mill per $1,000 of assessed value, Property is assessed as of
January 1 and taxes based on those assessments are levied according to the tax rate in effect that
tax year and become due on November 1. Therefore, assessments and tax levies applicable to a
certain tax year are collected in the fiscal year ending during the following calendar year.
(2) Beginning with fiscal year 1994 the millage rates for capital projects are included in the General
Fund millage rate,
Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ending September 30,
2003.
j: \ bonds \ 439905 \ appendixa-1.doc
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EXHIBIT E
FORM OF ESCROW DEPOSIT AGREEMENT
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DRAFT #1: 11/5/04
001-00045.Fl
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of February 2, 2005, by and
between COLLIER COUNTY, FLORIDA (the 'County"), and (the
"Escrow Agent"), a [state banking association organized and existing under the laws of
the State of ,] having its designated corporate trust office in
, as escrow agent hereunder.
WHEREAS, the County has heretofore issued its Collier County, Florida Capital
Improvement Revenue Refunding Bonds, Series 1994 (the "Series 1994 Bonds")
pursuant to Resolution No. 85-107 adopted on April 30, 1985, as amended and
supplemented (collectively, the "Resolution"); and
WHEREAS, the County has determined to exercise its option under the
Resolution to current refund that portion of the Series 1994 Bonds maturing on or after
October 1,2006 (the "Refunded Bonds"); and
WHEREAS, the County has determined to issue its $ Collier County,
Florida Capital Improvement and Refunding Revenue Bonds, ~ries 2005 (the "Series
2005 Bonds") pursuant to the Resolution, a portion of the proceeds of which Series 2005
Bonds, together with other legally available moneys of the County, will be used, other
than a cash deposit, to purchase certain noncallable United States Treasury obligations in
order to provide payment for the Refunded Bonds and discharge and satisfy the pledge of
the Pledged Revenues (as defined in the Resolution) and the covenants, agreements and
other obligations of the County under the Resolution in regard to such Refunded Bonds;
and
WHEREAS, the issuance of the Series 2005 Bonds, the purchase by the Escrow
Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities
into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and
satisfaction of the pledge of the Pledged Revenues and the covenants, agreements and
other obligations of the County under the Resolution in regard to the Refunded Bonds
shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous
transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
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SECTION 1. PREAMBLES. The County represents that the recitals
stated above are true and correct, and the same are incorporated herein,
SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION
REPORT. Receipt of a true and correct copy of the above -mentioned Resolution and this
Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary
provisions of the Resolution, including, without limitation, Sections 12 and 27 thereof,
are incorporated herein by reference. The Escrow Agent also acknowledges receipt of
the verification report of , dated ,2005 (the "Verification
Report"). Reference herein to or citation herein of any provisions of the Resolution or
the Verification Report shall be deemed to incorporate the same as a part hereof in the
same manner and with the same effect as if the same were fully set forth herein.
SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF
REFUNDED BONDS. In accordance with Section 27 of the Resolution, the County by
this writing exercises its option to cause the pledge of the Pledged Revenues and all
covenants, agreements and other obligations of the County to the holders of the Refunded
Bonds under the Resolution to cease, terminate and become void and be discharged and
satisfied.
SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is
hereby created and established with the Escrow Agent a special, segregated and
irrevocable escrow deposit trust fund designated the "Collier County, Florida Capital
Improvement Revenue Refunding Bonds, Series 1994 Escrow Deposit Trust Fund" (the
"Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a
trust fund for the benefit of the holders of the Refunded Bonds, separate and apart from
other funds and accounts of the County and the Escrow Agent. The Escrow Agent
hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit
of the Escrow Fund the sum of $ from proceeds of the Series 2005 Bonds
(the "Bond Proceeds") and the sum of $_ from certain legally available moneys of the
County on deposit for the benefit of the holders of the Refunded Bonds (the "County
Moneys").
SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN
ESCROW FUND. The County hereby directs the use of the Bond Proceeds and County
Moneys as provided in this Section 5. The Escrow Agent represents and acknowledges
that, concurrently with the deposit of the Bond Proceeds and County Moneys under
Section 4 above, it has used all of the Bond Proceeds and $ of the County
Moneys to purchase on behalf of and for the account of the County certain United States
Treasury obligations -- State and Local Government Series (collectively, together with
any other securities which may be on deposit, from time to time, in the Escrow Fund, the
"Escrow Securities"), which are described in Schedule A hereto, and the Escrow Agent
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will deposit such Escrow Securities and $ of the County Moneys in cash (the
"Cash Deposit") in the Escrow Fund. All Escrow Securities shall be noncallable, direct
obligations of the United States of America.
In the event any of the Escrow Securities described in Schedule A hereto are not
available for delivery on February 2, 2005, the Escrow Agent may, at the written
direction of the County and with the approval of Bond Counsel, substitute other United
States Treasury obligations and shall credit such other obligations to the Escrow Fund
and hold such obligations until the aforementioned Escrow Securities have been
delivered. Bond Counsel shall, as a condition precedent to giving its approval, require
the County to provide it with a revised Verification Report in regard to the adequacy of
the Escrow Securities, taking into account the substituted obligations to pay the Refunded
Bonds in accordance with the terms hereof. The Escrow Agent shall in no manner be
responsible or liable for failure or delay of Bond Counselor the County to promptly
approve the substitutions of other United States Treasury obligations for the Escrow
Fund.
SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE
CASH DEPOSIT. In reliance upon the Verification Report, the County represents that
the Cash Deposit and the interest on and the principal amounts successively maturing on
the Escrow Securities in accordance with their terms (without consideration of any
reinvestment of such maturing principal and interest) are sufficient such that moneys will
be available to the Escrow Agent in amounts sufficient and at the times required to pay
the amounts of principal of, redemption premium, if any, and interest due and to become
due on the Refunded Bonds as described in Schedule B attached hereto. If the Escrow
Securities and the Cash Deposit shall be insufficient to make such payments, the County
shall timely deposit to the Escrow Fund, solely from legally available funds of the
County, such additional amounts as may be required to pay the Refunded Bonds as
described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow
Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be
responsible for the County's failure to make such deposits.
SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN
TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow
Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable
deposit of Obligations of the United States of America (as defined in the Resolution) and
cash in trust solely for the payment of the principal of, redemption premium, if any, and
interest on the Refunded Bonds at such times and in such amounts as set forth in
Schedule B hereto, and the principal of and interest earnings on such Escrow Securities
and the Cash Deposit shall be used solely for such purpose.
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SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS
FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby
agrees, that it will take all actions required to be taken by it under the provisions of the
Resolution referenced in this Agreement, including the timely transfer of money to the
Paying Agent for the Refunded Bonds [(Fifth Third Bank)] as provided in the Resolution,
in order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and
at the times provided in Schedule B hereto. The Escrow Securities and the Cash Deposit
shall be used to pay the principal of, redemption premium, if any, and interest on the
Refunded Bonds as the same may mature or be redeemed. If any payment date shall be a
day on which either the Paying Agent for the Refunded Bonds [(Fifth Third Bank)] or the
Escrow Agent is not open for the acceptance or delivery of funds, then the Escrow Agent
may make payment on the next business day. The liability of the Escrow Agent for the
payment of the principal of, redemption premium, if any, and interest on the Refunded
Bonds pursuant to this Agreement shall œ limited to the application of the Escrow
Securities and the Cash Deposit and the interest earnings thereon available for such
purposes in the Escrow Fund.
SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN
ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested only in the
Escrow Securities listed in Schedule A hereto and the Cash Deposit and, except as
provided in Section 5 hereof and this Section 9, neither the County nor the Escrow Agent
shall otherwise invest or reinvest any moneys in tre Escrow Fund.
Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent
may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash
Deposit in the Escrow Fund and reinvest the proceeds thereof in other securities nor may
it substitute securities for any of the Escrow Securities, except upon written direction of
the County and where, prior to any such reinvestment or substitution, the Escrow Agent
has received from the County the following:
(a) a written verification report by a firm of independent certified public
accountants, of recognized standing, appointed by the County and acceptable to
the Escrow Agent, to the effect that after such reinvestment or substitution the
principal amount of Escrow Securities, together with the interest therein, will be
sufficient to pay the Refunded Bonds as described in Schedule B hereto; and
(b) a written opinion of nationally recognized Bond Counsel to the
effect that (i) such investment will not cause the Series 2005 Bonds or the
Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code, as amended, and the regulations promulgated thereunder
or otherwise cause the interest on the Refunded Bonds or the Series 2005 Bonds to
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be included as gross income for purposes of federal income taxation, and (ii) such
investment does not violate any provision of Florida law or of the Resolution.
The above-described verification report need not be provided in the event the
County purchases Escrow Securities with the proceeds of maturing Escrow Securities and
such purchased Escrow Securities mature on or before the next interest payment date for
the Refunded Bonds and have a face amount which is at least equal to the cash amount
invested in such Escrow Securities.
In the event the above -referenced verification concludes that there are surplus
moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its
written direction. The Escrow Fund shall continue in effect until the date upon which the
Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in
an amount sufficient to pay the Refunded Bonds as described in Schedule B hereto,
whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the
Escrow Fund, and shall remit to the County the proceeds thereof, together with all other
money, if any, then remaining in the Escrow Fund.
SECTION 10. REDEMPTION OF CERTAIN REFUNDED BONDS.
The County hereby irrevocably instructs the Escrow Agent to direct, on behalf of the
Issuer, that the Registrar and Paying Agent for the Refunded Bonds [(Fifth Third Bank)]
give at the appropriate times the notice or notices, if any, required by the Resolution in
connection with the redemption of the Refunded Bonds. Such notice of redemption shall
be given by the Registrar for such Refunded Bonds in accordance with the Resolution.
The Refunded Bonds shall be redeemed on , 2005 at a redemption price
equal to 102% of the principal amount thereof plus interest accrued to the redemption
date.
SECTION 11. ESCROW FUND IRREVOCABLE. The Escrow Fund
hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an
express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund
pursuant to the terms hereof and the interest earnings thereon until paid out, used and
applied in accordance with this Agreement and the Resolution. Neither the County nor
the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be
imposed upon the Escrow Fund.
SECTION 12. AMENDMENTS TO AGREEMENT. This Agreement is
made for the benefit of the County and the holders from time to time of the Refunded
Bonds and it shall not be repealed, revoked, altered or amended without the written
consent of all such holders and the written consent of the Escrow Agent; provided,
however, that the County and the Escrow Agent may, without the consent of, or notice to,
such holders, enter into such agreements supplemental to this Agreement as shall not
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adversely affect the rights of such holders and as shall not be inconsistent with the terms
and provisions of this Agreement, for anyone or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission In this
Agreement;
(b) to grant, or confer upon, the Escrow Agent for the benefit of the
holders of the Refunded Bonds, any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holders or the
Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or
properties.
The Escrow Agent shall be entitled to rely exclusively upon an OpInIOn of
nationally recognized Bond Counsel with respect to compliance with this Section 12,
including the extent, if any, to which any change, modification or addition affects the
rights of the holders of the Refunded Bonds, or that any instrument executed hereunder
complies with the conditions and provisions of this Section 12.
SECTION 13. FEES AND EXPENSES OF ESCROW AGENT;
INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent
under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees
and expenses as shall be agreed to in writing by the parties hereto, The Escrow Agent
shall have no lien whatsoever upon any of the Escrow Securities in said Escrow Fund for
the payment of such proper fees and expenses. The County further agrees to indemnify
and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities
which it may incur in the exercise and performance of its powers and duties hereunder,
and which are not due to its negligence or misconduct. Indemnification provided under
this Section 13 shall survive the termination of this Agreement.
Whene\er the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established by a certificate
signed by an aIthorized officer of the County. The Escrow Agent may conclusively rely,
as to the correctness of statements, conclusions and opinions therein, upon any certificate,
report, opinion or other document furnished to the Escrow Agent pursuant to any
provision of this Agreement; the Escrow Agent shall be protected and shall not be liable
for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be
under no duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument. The Escrow Agent may consult with counsel,
who may be counsel to the County or independent counsel, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in
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respect of any action taken or suffered by it hereunder in good faith in accordance
herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the
County of its intention.
The Escrow Agent and its successors, agents and servants shall not be held to any
personal liability whatsoever, in tort, contract or otherwise, by reason of the execution
and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance
and disposition of the various moneys and funds described herein, the purchase, retention
or payment, transfer or other application of funds or securities by the Escrow Agent in
accordance with the provisions of this Agreement or any non-negligent act, omission or
error of the Escrow Agent made in wod faith in the conduct of its duties. The Escrow
Agent shall, however, be liable to the County and to holders of the Refunded Bonds to
the extent of their respective damages for negligent or willful acts, omissions or errors of
the Escrow Agent which vi olate or fail to comply with the terms of this Agreement. The
duties and obligations of the Escrow Agent shall be determined by the express provisions
of this Agreement.
SECTION 14. REPORTING REQUIREMENTS OF ESCROW AGENT.
As soon as practicable after , 2005, the Escrow Agent shall forward in
writing to the County a statement in detail of the activity of the Escrow Fund.
SECTION 15. RESIGNATION OR REMOVAL OF ESCROW AGENT.
The Escrow Agent, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than 30 days'
written notice to the County and mailing notice thereof, specifying the date when such
resignation will take effect to the holders of all Refunded Bonds then outstanding, but no
such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the holders of a majority in aggregate principal amount of the Refunded
Bonds then outstanding or by the County as hereinafter provided and such successor
Escrow Agent shall have accepted such appointment, in which event such resignation
shall take effect immediately upon the appointment and acceptance of a successor Escrow
Agent.
The Escrow Agent may be replaced at any time by an instrument IT concurrent
instruments in writing, delivered to the Escrow Agent and signed by either the County or
the holders of a majority in aggregate principal amount of the Refunded Bonds then
outstanding. Such instrument shall provide for the appointment of a successor Escrow
Agent, which appointment shall occur simultaneously with the removal of the Escrow
Agent.
In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwi se become
incapable of acting hereunder, or in case the Escrow Agent shall be taken under the
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control of any public officer or officers, or of a receiver appointed by a court, a successor
may be appointed by the County or by the holders of a majority in aggregate principal
amount of the Refunded Bonds then outstanding by an instrument or concurrent
instruments in writing, signed by such holders, or by their attorneys in fact, duly
authorized in writing. In the event the holders of the Refunded Bonds shall appoint a
successor Escrow Agent, the County may appoint a temporary Escrow Agent to fill such
vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in
aggregate principal amount of the Refunded Bonds then outstanding in tœ manner above
provided, and any such temporary Escrow Agent so appointed by the County shall
immediately and without further act be superseded by the Escrow Agent so appointed by
such holders. The County shall mail notice of any such appointment made by it at the
times and in the manner described in the first paragraph of this Section 15.
In the event that no appointment of a successor Escrow Agent or a temporary
successor Escrow Agent shall have been made by such holders or the County pursuant to
the foregoing provisions of this Section 15 within 30 days after written notice of
resignation of the Escrow Agent has been given to the County, the holder of any of the
Refunded Bonds or any retiring Escrow Agent may apply to any court of competent
jurisdiction for the appointment of a successor Escrow Agent, and such court may
thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow
Agent.
In the event of replacement or resignation of the Escrow Agent, the Escrow Agent
shall remit to the County the prorated portion of prepaid fees not yet incurred or payable,
less any termination fees and expenses at the time of discharge, and shall have no further
liability hereunder and the County shall indemnify and hold harmless Escrow Agent from
any such liability, including costs or expenses incurred by Escrow Agent or its counsel.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the
United States or any State, and shall have at the time of appointment capital and surplus
of not less than $30,000,000.
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the County an instrument in writing accepting such
appointment hereunder and thereupon such successor Escrow Agent, without any further
act, deed or conveyance, shall become fully vested with all the rights, immunities,
powers, trusts, duties and obligations of its predecessor; but such predecessor shall
nevertheless, on the written request of such successor Escrow Agent or the County
execute and deliver an instrument transferring to such successor Escrow Agent all the
estates, properties, rights, powers and trust of such predecessor hereunder; and every
predecessor Escrow Agent shall deliver all securities and moneys held by it to its
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successor; provided, however, that before any such delivery is required to be made, all
fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in
full. Should any transfer, assignment or instrument in writing from the County be
required by any successor Escrow Agent for more fully and certainly vesting in such
successor Escrow Agent the estates, rights, powers and duties hereby vested or intended
to be vested in the predecessor Escrow Agent, any such transfer, assignment and
instruments in writing shall, on request, be executed, acknowledged and delivered by the
County,
Any corporation into which the Escrow Agent, or any successor to it in the trusts
created by this Agreement, may be merged or converted or with which it or any successor
to it may be consolidated, or any corporation resulting from any merger, conversion,
consolidation or tax-free reorganization to which the Escrow Agent or any successor to it
shall be a party shall be the successor Escrow Agent under this Agreement without the
execution or filing of any paper or any other act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
SECTION 16. TERMINATION OF AGREEMENT. This Agreement
shall terminate when all transfers and payments required to be made by the Escrow Agent
under the provisions hereof shall have been made. Upon such termination, all moneys
remaining in the Escrow Fund shall be released to the County.
SECTION 17. GOVERNING LAW. This Agreement shall be governed by
the applicable laws of the State of Florida.
SECTION 18. SEVERABILITY. If anyone or more of the covenants or
agreements provided in this Agreement on the part of the County or the Escrow Agent to
be performed should be determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreement shall be deemed and construed to be severable from the
remaining covenants and agreements rerein contained and shall in no way affect the
validity of the remaining provisions of this Agreement.
SECTION 19. COUNTERP ARTS. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as one original
and shall constitute and be but one and the same instrument.
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SECTION 20. NOTICES. Any notice, authorization, request or demand
required or permitted to be given in accordance with the terms of this Agreement shall be
in writing and sent by registered or certified mail addressed to:
Collier County, Florida
3301 Tamiami Trail East
Naples, Florida 34112
Attn: Finance Director
Attn:
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow
Deposit Agreement to be executed by their duly authorized officers and appointed
officials and their seals to be hereunder affixed and attested as of the date first written
herein.
COLLIER COUNTY, FLORIDA
(SEAL)
Chair, Board of County Commissioners of
Collier County, Florida
A TIEST:
Deputy Clerk, Board of County
Commissioners of Collier County,
Florida
, as Escrow Agent
(SEAL )
By:
Authorized Signatory
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Type
---
Settlement
Date
ESCROW SECURITIES
Maturity
Date
Par
Amount
[TO COPY FROM VERI FICA nON REPORT]
A-I
Interest
Rate
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SCHEDULE A
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SCHEDULE B
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Payment Date
----.
Principal
Premium
Interest
[TO COPY FROM VERIFICA nON REPORT]
B-1
Total
EXHIBIT F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
---"".
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CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by
Collier County, Florida (the "Issuer") in connection with the issuance of its $ Capital
Improvement and Refunding Revenue Bonds, Series 2005 (the "Bonds"), The Bonds are being issued
pursuant to Resolution No, 85-107 adopted by the Board of County Commissioners of the Issuer on
April 30, 1985, as amended and supplemented from time to time, and as particularly supplemented by
Resolution No. 04-_ adopted by the Board of County Commissioners of the Issuer on [December 14],
2004 (collectively, the "Resolution"),
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the
Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure
requirements of Securities and Exchange Commission Rule 15c2-12,
SECTION 2, DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section,
the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate,
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes,
"Central Post Office" shall mean any central filing location described in Exhibit B hereto and any
additional central filing location hereafter designated by the SEC as a location that satisfies the Rule.
"Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated
in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.
"Insurer" shall mean
, a
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"National Repository" shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule, The National Repositories currently approved by the Securities and
Exchange Commission are set forth in Exhibit B.
"Participating Underwriters" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository,
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"Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be
amended from time to time,
"State" shall mean the State of Florida,
"State Repository" shall mean any public or private repository or entity designated by the State as
a state information depository for the purpose of the Rule and recognized as such by the Securities and
Exchange Commission. As of the date of this Certificate, there is no State Repository,
SECTION 3. PROVISION OF ANNUAL REPORTS,
(a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each
April 30th, commencing April 30, 2005 with respect to the report for the 2004 fiscal year, provide to each
Repository and the Insurer an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Certificate, The Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided in Section 4 of
this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted
separately from the balance of the Annual Report and later than the date required above for the filing of
the Annual Report if they are not available by that date provided, further, in such event unaudited
financial statements are required to be delivered as part of the Annual Report in accordance with Section
4(a) below, If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for
a Listed Event under Section 5(c),
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above,
the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the
Issuer is unable to provide to the Repositories and the Insurer an Annual Report by the date required in
subsection (a), the Issuer shall send a notice to (i) each National Repository or the Municipal Securities
Rulemaking Board, (ii) the State Repository, and (iii) the Insurer in substantially the form attached as
Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name
and address of each National Repository, the State Repository, if any, and the Insurer; provided,
however, if the filing is to be made through the Central Post Office pursuant to Section 6 below,
the Dissemination Agent need only determine the name and address of the Central Post Office;
and
(ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer
certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,
stating the date it was provided and listing all the Repositories, or the name of the Central Post
Office in the event the filing is made through the Central Post Office, and the Insurer to which it
was provided,
SECTION 4. CONTENT OF ANNUAL REPORTS, The Issuer's Annual Report shall contain or
include by reference the following:
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(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board, If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement dated , 2004 (the "Official
Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report
when they become available; and
(b) updates to the following historical financial information and operating data presented in
tabular form in the Official Statement entitled "Distribution Percentages," "Historical Receipts of Sales Tax
Revenues by the County," and "Pro-Forma Debt Service Coverage,"
The information provided under Section 4(b) may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public entities, which have
been submitted to each of the Repositories, either directly or through the Central Post Office, or the
Securities and Exchange Commission. If the document included by reference is a final official statement,
it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify
each such other document so included by reference.
SECTION 5. REPORTING OF SIGNIFICANT EVENTS.
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds, if material:
1. principal and interest payment delinquencies;
2. non-payment related defaults;
3. unscheduled draws on the debt service reserves reflecting financial difficulties;
4. unscheduled draws on credit enhancements reflecting financial difficulties;
5. substitution of credit or liquidity providers, or their failure to perform;
6. adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. modifications to rights of the holders of the Bonds;
8. Bond calls (other than scheduled mandatory redemption);
9. defeasances;
10. release, substitution, or sale of property securing repayment of the Bonds;
11. ratings changes; and
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12, notice of any failure on the part of the Issuer to meet the requirements of Section
3 hereof.
(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the
Issuer shall promptly determine if such event would be material under applicable federal securities laws;
provided, however, that any event under clauses 1, 4, 5, 6, 10, 11 and 12 above shall always be deemed to
be material.
(c) If the Issuer determines that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such
occurrence with (i) each National Repository or the Municipal Securities Rulemaking Board, (ii) the
Insurer, and (iii) the State Repository,
SECTION 6, FILING THROUGH A CENTRAL POST OFFICE, Any filing made or notice
provided by the Issuer in accordance with this Certificate to a Central Post Office by electronic or other
means shall satisfy the requirements of this Certificate with respect to filings required to be made to all
National Repositories and the State Repository, and the Issuer shall not be required to make separate
filings with the National Repositories and the State Repositories.
SECTION 7, TERMINATION OF REPORTING OBLIGATION, The Issuer's obligations under
this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full
of all of the Bonds or if the Rule is repealed or no longer in effect. If such termination occurs prior to the
final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a
Listed Event under Section 5(c),
SECTION 8, DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate, The initial Dissemination Agent shall be
the Issuer,
SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of the Issuer, or the type
of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial
Owners of the Bonds in the same manner as provided in the Resolution for amendments to the
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Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of
nationally recognized bond counsel, materially impair the interests of the holders or Beneficial
Owners of the Bonds,
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data being
presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed
in preparing financial statements, (i) notice of such change shall be given in the same manner as for a
Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made
should present a comparison (in narrative form and also, if feasible, in quantitative form) between the
financial statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles,
SECTION 10, ADDITIONAL INFORMATION, Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or including
any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Certificate, If the Issuer chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 11. DEFAULT, In the event of a failure of the Issuer to comply with any provision of
this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandamus or specific performance by court order, to cause
the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole
remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the
provisions of this Disclosure Certificate shall be an action to compel performance. A default under this
Disclosure Certificate shall not be deemed an Event of Default under the Resolution.
SECTION 12, DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate,
and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct, The obligations of the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds,
[Remainder of page intentionally left blank]
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SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the
Issuer, the Dissemination Agent, the Participating Underwriters, the Insurer and holders and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Dated:
,2005
COLLIER COUNTY, FLORIDA
By:
Chair of the Board of
County Commissioners
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EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer:
Collier County, Florida
Name of Bond Issue:
Capital Improvement and Refunding Revenue Bonds, Series 2005
Date of Issuance:
,2005
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the
above-named Bonds as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as
of , 2005. The Issuer anticipates that the Annual Report will be filed by
Dated:
COLLIER COUNTY, FLORIDA
By:
Name:
Title:
Exhibit A-I
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EXHIBIT B
Any filing under this Certificate to any of the Repositories may be made solely by transmitting such filing
to the Texas Municipal Advisory Council (the "MAC") as the "Central Post Office" as such term is defined
in the Certificate and as provided at http://www,disclosureusa,or~ unless the United States Securities and
Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7,
2004.
Nationally Recognized Municipal Securities Information Repositories approved by the Securities and
Exchange Commission:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
http://www.bloomberg.com/markets/muni cont
actinfo.html
Email: Munis@Bloomberg.com
DPC Data Inc,
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
http://www.dpcdata.com
Email: nrmsir@dpcdata.com
FT Interactive Data
Attn: NRMSIR
100 William Street
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390 (Secondary Market
Information)
(212) 771-7391 (Primary Market Information)
http://www.dpcdata.com
Email: NRMSIR@FTID.com
Standard & Poor's Securities Evaluations, Inc.
55 Water Street
45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
www.jjkenny.com/jjkenny/pser descrip data re
p.html
Email: nrmsirrepository@sandp.com
A list of names and addresses of all designated Nationally Recognized Municipal Securities Information
Repositories as of any point in time is available by visiting the SEC's web site at
www.sec.gov/info/municipal/nrmsir.htm.
j: \ bonds \ 439905 \ cdc-3,doc
Exhibit B-1
EXHIBIT G
FORM OF FINANCIAL GUARANTY AGREEMENT
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FINANCIAL GUARANTY AGREEMENT
FINANCIAL GUARANTY AGREEMENT made as of [CLOSING DATE], 2000, by and between
[ISSUER] (the "Issuer") and MBIA fusurance Corporation (the "msurer"), organized under the laws of the
state of New York.
WITNESSETH:
WHEREAS, the Issuer has or will issue the Obligations; and
WHEREAS, pursuant to the tenus of the Document the Issuer agrees to make certain payments on the
Obligations; and
WHEREAS, the msurer will issue its Surety Bond, substantially in the form set forth in Annex A to
this Agreement, guaranteeing certain payments by the Issuer subject to the terms and limitations of the
Surety Bond; and
WHEREAS, to induce the msurer to issue the Surety Bond, the Issuer has agreed to pay the premium
for the Surety Bond and to reimburse the msurer for all payments made by the msurer under the Surety
Bond, all as more fully set forth in this Agreement; and
WHEREAS, the Issuer understands that the fusurer expressly requires the delivery of this Agreement
as part of the consideration for the execution by the msurer of the Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the agreements herein contained and of
the execution of the Surety Bond, the Issuer and the msurer agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Definitions. The terms which are capitalized herein shall have the meanings specified
in Annex B hereto.
Section 1.02. Surety Bond.
(a) The Insurer will issue the Surety Bond in accordance with and subject to the terms and
conditions of the Commitment.
(b) The maximum liability of the msurer under the Surety Bond and the coverage and term
thereof shall be subject to and limited by the terms and conditions of the Surety Bond.
Section 1.03. Premium. In consideration of the Insurer agreeing to issue the Surety Bond hereunder,
the Issuer hereby agrees to payor cause to be paid the Premium set forth in Annex B hereto. The Premium
on the Surety Bond is not refimdable for any reason.
Section 1.04. Certain Other Expenses. The Issuer will pay all reasonable fees and disbursements of
the msurer's special counsel related to any modification of this Agreement or the Surety Bond.
ARTICLE II
REIMBURSEMENT AND INDEMNIFICATION
OBLIGATIONS OF ISSUER AND SECURITY THEREFOR
Section 2.01. Reimbursement for Payments Under the Surety Bond and Expenses; Indemnification.
(a) The Issuer will reimburse the msurer, within the Reimbursement Period, without demand or
notice by the Insurer to the Issuer or any other person, to the extent of each Surety Bond Payment
with interest on each Surety Bond Payment from and including the date made to the date of the
reimbursement at the lesser of the Reimbursement Rate or the maximum rate of interest permitted by
then applicable law.
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(b) The Issuer also agrees to reimburse the fusurer immediately and lUlconditionally upon
demand, to the extent pemritted by state law, for all reasonable expenses incurred by the Insurer in
connection with the Surety Bond and the enforcement by the fusurer of the Issuer's obligations lUlder
this Agreement, the Document, and any other document executed in connection with the issuance of
the Obligations, together with interest on all such expenses from and including the date inClUTed to
the date of payment at the rate set forth in subsection (a) of this Section 2.01.
(c) The Issuer agrees to indemnify the fusurer, to the extent pemritted by state law, against any
and all liability, claims, loss, costs, damages, fees of attorneys and other expenses which the fusurer
may sustain or incur by reason of or in consequence of (i) the failure of the Issuer to perfonn or
comply with the covenants or conditions of this Agreement or (ii) reliance by the fusurer upon
representations made by the Issuer or (iii) a default by the Issuer lUlder the tenus of the Document or
any other documents executed in connection with the issuance of the Obligations.
(d) The Issuer agrees that all amolUlts owing to the fusurer pursuant to Section 1.03 hereof and
this Section 2.01 must be paid in full prior to any optional redemption or refimding of the
Obligations.
(e) All payments made to the fusurer lUlder this Agreement shall be paid in lawful clUTencyof
the United States in immediately available fimds at the fusurer's office at 113 King Street, Annonk,
New York 10504, Attention: AccolUlting and fusured Portfolio Management Departments, or at such
other place as shall be designated by the fusurer.
Section 2.02. Allocation of Payments. The fusurer and the Issuer hereby agree that each payment
received by the Insurer from or on behalf of the Issuer as a reimbursement to the fusurer as required by
Section 2.01 hereof shall be applied by the fusurer fIrst, toward payment of any lUlpaid premium; second,
toward repayment of the aggregate Surety Bond Payments made by the fusurer and not yet repaid, payment
of which will reinstate all or a portion of the Surety Bond Coverage to the extent of such repayment (but not
to exceed the Surety Bond Limit); and third, upon full reinstatement of the Surety Bond Coverage to the
Surety Bond Limit, toward other amolUlts, including, without limitation, any interest payable with respect to
any Surety Bond Payments then due to the fusurer.
Section 2.03. Security for Payments; fustruments of Further Assurance. To the extent, but only to the
extent, that the Document, or any related indenture, trust agreement, ordinance, resolution, mortgage,
security agreement or similar instrument, if any, pledges to the Owners or any trustee therefor, or grants a
security interest or lien in or on any collateral, property, revenue or other payments ("Collateral and
Revenues") in order to secure the Obligations or provide a source of payment for the Obligations, the Issuer
hereby grants to the fusurer a security interest in or lien on, as the case may be, and pledges to the fusurer all
such Collateral and Revenues as security for payment of all amolUlts due herelUlder and lUlder the
Document or any other document executed in connection with the issuance of the Obligations, which
security interest, lien and/or pledge created or granted lUlder this Section 2.03 shall be subordinate only to
the interests of the Owners and any trustee therefor in such Collateral and Revenues, except as otherwise
provided. The Issuer agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all financing statements, if applicable, and all other further
instruments as may be required by law or as shall reasonably be requested by the fusurer for the perfection
of the security interest, if any, granted lUlder this Section 2.03 and for the preservation and protection of all
rights of the fusurer lUlder this Section 2.03.
Section 2.04. Unconditional Obligation. The obligations herelUlder are absolute and lUlconditional
and will be paid or perfonned strictly in accordance with this Agreement, subject to the limitations of the
Document, irrespective of:
(a) any lack of validity or enforceability of, or any amendment or other modifIcation of, or
waiver with respect to the Obligations, the Document or any other document executed in connection
with the issuance of the Obligations; or
(b) any exchange, release or nonperfection of any security interest in property securing the
Obligations or this Agreement or any obligations herelUlder; or
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(c) any circwnstances that might otherwise constitute a defense available to, or discharge of, the
Issuer with respect to the Obligations, the Document or any other document executed in connection
with the issuance of the Obligations; or
(d) whether or not such obligations are contingent or matured, disputed or lU1disputed, liquidated
or unliquidated.
Section 2.05. msurer's Rights. The Issuer shall repay the msurer to the extent of payments made and
expenses incurred by the Insurer in connection with the Obligations and this Agreement. The obligation of
the Issuer to repay such amolU1ts shall be subordinate only to the rights of the Owners to receive regularly
scheduled principal and interest on the Obligations.
Section 2.06. On-Going Infonnation Obligations of Issuer.
(a) Quarterly Reports. The Issuer will provide to the msurer within 45 days of the close of each
quarter interim financial statements covering all fund balances lU1der the DoclUllent, a statement of
operations (income statement), balance sheet and changes in fund balances. These statements need
not be audited by an independent certified public accolU1tant, but if any audited statements are
produced, they must be provided to the Insurer;
(b) Annual Reports. The Issuer will provide to the msurer annual financial statements audited
by an independent certified public acCOlU1tant within 90 days of the end of each fiscal year;
(c) Access to Facilities, Books and Records. The Issuer will grant the msurer reasonable access
to the project financed by the Obligations and will make available to the msurer, at reasonable times
and upon reasonable notice all books and records relative to the project financed by the Obligations;
and
(d) Compliance Certificate. On an annual basis the Issuer will provide to the msurer a certificate
confinning compliance with all covenants and obligations herelU1der and lU1der the Revenue
Agreement, the DOClUllent or any other doclUllent executed in connection with the issuance of the
Obligations.
ARTICLE m
AMENDMENTS TO DOCUMENT
So long as this Agreement is in effect, the Issuer agrees that it will not agree to amend the DoclUllent or
any other doclUllent executed in connection with the issuance of the Obligations, without the prior written
consent of the msurer.
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
Section 4.01. Events of Default. The following events shall constitute Events of Default herelU1der:
(a) The Issuer shall fail to pay to the Insurer when due any amount payable lU1der Sections 1.03;
or
(b) The Issuer shall fail to pay to the msurer anyamolU1t payable lU1der Sections 1.04 and 2.01
hereof and such failure shall have continued for a period in excess of the Reimbursement Period; or
(c) Any material representation or warranty made by the Issuer lU1der the Document or
herelU1der or any statement in the application for the Surety Bond or any report, certificate, financial
statement, doclUllent or other instrwnent provided in connection with the Commitment, the Surety
Bond, the Obligations, or herewith shall have been materially false at the time when made; or
(d) Except as otherwise provided in this Section 4.01, the Issuer shall fail to perfonn any of its
other obligations under the DoclUllent, or any other document executed in connection with the
issuance of the Obligations, or herelU1der, provided that such failure continues for more than 30 days
after receipt by the Issuer of written notice of such failure to perfonn; or
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(e) The Issuer shall (i) voluntarily commence any proceeding or file any petition seeking relief
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a
substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi)
become unable, admit in writing its inability or fail generally to pay its debts as they become due or
(vii) take action for the purpose of effecting any of the foregoing; or
(f) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of the Issuer, or of a substantial part of its
property, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law or (ii) the appointment of a receiver, trustee, custodian, sequestrator or
similar official for the Issuer or for a substantial part of its property; and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall continue unstayed and in effect for 30 days.
Section 4.02. Remedies. If an Event of Default shall occur and be continuing, then the Insurer may
take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due
and thereafter to become due under this Agreement or to enforce perfonnance of any obligation of the Issuer
to the Insurer under the Docœnent or any related instnunent, and any obligation, agreement or covenant of
the Issuer under this Agreement; provided, however, that the Insurer may not take any action to direct or
require acceleration or other early redemption of the Obligations or adversely affect the rights of the
Owners. In addition, if an Event of Default shall occur due to the failure to pay to the Insurer the amounts
due under Section 1.03 hereof, the Insurer shall have the right to cancel the Surety Bond in accordance with
its terms. All rights and remedies of the Insurer under this Section 4.02 are cœnulative and the exercise of
anyone remedy does not preclude the exercise of one or more of the other available remedies.
ARTICLE V
SETTLEMENT
The Insurer shall have the exclusive right to decide and detennine whether any claim, liability, suit or
judgment made or brought against the Insurer, the Issuer or any other party on the Surety Bond shall or shall
not be paid, compromised, resisted, defended, tried or appealed, and the Insurer's decision thereon, if made
in good faith, shall be final and binding upon the Insurer, the Issuer and any other party on the Surety Bond.
An itemized statement of payments made by the Insurer, certified by an officer of the Insurer, or the voucher
or vouchers for such payments, shall be prima facie evidence of the liability of the Issuer, and if the Issuer
fails to immediately reimburse the Insurer upon the receipt of such statement of payments, interest shall be
computed on such amount fTom the date of any payment made by the Insurer at the rate set forth in
subsection (a) of Section 2.01 hereof
ARTICLE VI
.MISCELLANEOUS
Section 6.01. Interest Computations. All computations of interest due hereunder shall be made on the
basis of the actual nœnber of days elapsed over a year of360 days.
Section 6.02. Exercise of Rights. No failure or delay on the part of the Insurer to exercise any right,
power or privilege under this Agreement and no course of dealing between the Insurer and the Issuer or any
other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein expressly provided are cœnulative
and not exclusive of any rights or remedies which the Insurer would otherwise have pursuant to law or
equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice
or demand in similar or other circumstances, or constitute a waiver of the right of the other party to any
other or further action in any circumstances without notice or demand.
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Section 6.03, Amendment and Waiver. Any provision of this Agreement may be amended, waived,
supplemented, discharged or terminated only with the prior written consent of the Issuer and the Insurer.
The Issuer hereby agrees that upon the written request of the Paying Agent, the Insurer may make or consent
to issue any substitute for the Surety Bond to cure any ambiguity or fonnal defect or omission in the Surety
Bond which does not materially change the tenns of the Surety Bond nor adversely affect the rights of the
Owners, and this Agreement shall apply to such substituted surety bond. The Insurer agrees to deliver to the
Issuer and to the company or companies, if any, rating the Obligations, a copy of such substituted surety
bond.
Section 6.04. Successors and Assigns; Descriptive Headings.
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Issuer and the Insurer
and their respective successors and assigns; provided, that the Issuer may not transfer or assign any or
all of its rights and obligations hereunder without the prior written consent of the Insurer.
(b) The descriptive headings of the various provisions of this Agreement are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof
Section 6.05. Other Sureties. If the Insurer shall procure any other surety to reinsure the Surety Bond,
this Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a
direct right of action against the Issuer to enforce this Agreement, and "the Insurer," wherever used herein,
shall be deemed to include such reinsuring surety, as its respective interests may appear.
Section 6.06. Signature on Bond. The Issuer's liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the release
of any indemnity, nor the return or exchange of any collateral that may have been obtained.
Section 6.07. Waiver. The Issuer waives any defense that this Agreement was executed subsequent
to the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to
the Issuer's request and in reliance on the Issuer's promise to execute this Agreement.
Section 6.08. Notices. Requests. Demands. Except as otherwise expressly provided herein, all
written notices, requests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been given or made when actually received, or in the case of telex or telecopier notice sent
over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as specified
below or at such other address as any of the parties may hereafter specifY in writing to the others:
If to the Issuer: [ISSUER]
[STREET ADDRESS]
[CITY, STATE ZIP]
Attention: [PERSON AT ISSUER]
If to the Paying Agent: [PAYING AGENT]
Attention: Corporate Trust Officer
If to the Insurer: MBIA Insurance Corporation
113 King Street
Annonk, New York 10504
Attention: Insured Portfolio
Management Group
Section 6.09. Survival of Representations and Warranties. All representations, warranties and
obligations contained herein shall survive the execution and delivery of this Agreement and the Surety
Bond.
Section 6.10. Governing Law. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State.
Section 6.11. Counterparts. This Agreement may be executed in any number of copies and by the
different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original
instnnnent. Complete counterparts of this Agreement shall be lodged with the Issuer and the Insurer.
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Section 6.12. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof
Section 6.13. Survival of Obligations. Notwithstanding anything to the contraIy contained in this
Agreement, the obligation of the Issuer to pay all amounts due hereunder and the rights of the fusurer to
pursue all remedies shall survive the expiration, termination or substitution of the Surety Bond and this
Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be
dilly executed and delivered as of the date first above written,
[ISSUER]
By:
Title:
MBIA Insurance Corporation
President
Attest:
Assistant Secretary
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ANNEX A
DEBT SERVICE RESERVE
SURETY BOND
MBIA Insurance Corporation
Armonk, New York 10504
Surety Bond No, XXXXXX
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to
the terms of this Surety Bond, hereby unconditionally and irrevocably guarantees the full and complete payments
that are to be applied to payment of principal of and interest on the Obligations (as hereinafter defined) and that are
required to be made by or on behalf of [NAME OF ISSUER] (the "Issuer") under the [TITLE OF THE
DOCUMENT] (the "Document") to [NAME OF PAYING AGENT], (the "Paying Agent"), as such payments are
due but shall not be so paid, in connection with the issuance by the Issuer of [TITLE OF THE OBLIGATIONS] (the
"Obligations"), [IF PARITY" together with any bonds issued on a parity therewith,"], provided, that the amount
available hereunder for payment pursuant to anyone Demand for Payment (as hereinafter defined) shall not exceed
[a: FIXED COVERAGE [Dollar Amount of Coverage] or the [Debt Service Reserve Fund Requirement] (as defined
in the Document) for the Obligations, whichever is less (the "Surety Bond Limit"); provided, further, that the
amount available at any particular time to be paid to the Paying Agent under the terms hereof (the "Surety Bond
Coverage") shall be reduced and may be reinstated from time to time as set forth herein,] or [b: VARIABLE
COVERAGE the annual amount set forth for the applicable bond year on Exhibit A attached hereto (the "Surety
Bond Limit"); provided, further, that the amount available at any particular time to be paid to the Paying Agent
under the terms hereof (the "Surety Bond Coverage") shall be reduced and may be reinstated trom time to time as
set forth herein.]
1, As used herein, the term "Owner" shall mean the registered owner of any Obligation as indicated in the
books maintained by the applicable paying agent, the Issuer or any designee of the Issuer for such purpose, The
term "Owner" shall not include the Issuer or any person or entity whose obligation or obligations by agreement
constitute the underlying security or source of payment for the Obligations,
2. Upon the later of: (i) three (3) days after receipt by the Insurer of a demand for payment in the form
attaehed hereto as Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent; or (ii) the
payment date of the Obligations as specified in the Demand for Payment presented by the Paying Agent to the
Insurer, the Insurer will make a deposit of funds in an account with U.S, Bank Trust National Association, in New
York, New York, or its successor, sufficient for the payment to the Paying Agent, of amounts that are then due to the
Paying Agent (as specified in the Demand for Payment) subject to the Surety Bond Coverage,
3, Demand for Payment hereunder may be made by prepaid telecopy, telex, TWX or telegram of the
executed Demand for Payment c/o the Insurer. If a Demand for Payment made hereunder does not, in any instance,
conform to the terms and conditions of this Surety Bond, the Insurer shall give notice to the Paying Agent, as
promptly as reasonably practicable, that such Demand for Payment was not effected in accordance with the terms
and conditions of this Surety Bond and briefly state the reason(s) therefor. Upon being notified that such Demand
for Payment was not effected in accordance with this Surety Bond, the Paying Agent may attempt to correct any
such nonconforming Demand for Payment if, and to the extent that, the Paying Agent is entitled and able to do so,
4. The amount payable by the Insurer under this Surety Bond pursuant to a particular Demand for Payment
shall be limited to the Surety Bond Coverage, The Surety Bond Coverage shall be reduced automatically to the
extent of each payment made by the Insurer hereunder and will be reinstated to the extent of each reimbursement of
the Insurer pursuant to the provisions of Article II of the Financial Guaranty Agreement dated the date hereof
between the Insurer and the [ISSUER OR OBLIGOR] (the "Financial Guaranty Agreement"); provided, [ANNUAL
PREMIUM OPTION: that no premium is due and unpaid on this Surety Bond and] that in no event shall such
reinstatement exceed the Surety Bond Limit. The Insurer will notify the Paying Agent, in writing within five (5)
days of such reimbursement, that the Surety Bond Coverage has been reinstated to the extent of such reimbursement
pursuant to the Financial Guaranty Agreement and such reinstatement shall be effective as of the date the Insurer
gives such notice. The notice to the Paying Agent will be substantially in the form attached hereto as Attachment 2,
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5, Any service of process on the Insurer or notice to the Insurer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding,
6. The term of this Surety Bond shall expire [ANNUAL PREMIUM OPTION: ,unless cancelled pursuant to
paragraph 9 hereof,] on the earlier of (i) [MATURITY DATE] (the maturity date of the Obligations being currently
issued), or (ii) the date on which the Issuer has made all payments required to be made on the Obligations pursuant to
the Document.
7, The premium payable on this Surety Bond is not refundable for any reason, including the payment prior to
maturity of the Obligations.
8. [OPTIONAL FIRST SENTENCE: This Surety Bond shall be governed by and interpreted under the laws
of the State of (STATE)]. Any suit hereunder in connection with any payment may be brought only by the Paying
Agent within [lor 3 years] after (i) a Demand for Payment, with respect to such payment, is made pursuant to the
terms of this Surety Bond and the Insurer has failed to make such payment, or (ii) payment would otherwise have
been due hereunder but for the failure on the part of the Paying Agent to deliver to the Insurer a Demand for
Payment pursuant to the terms of this Surety Bond, whichever is earlier.
[NOS, 9 and 11 are OPTIONAL]
9, Subject to the terms of the Document, the Issuer shall have the right, upon 30 days prior written notice to
the Insurer and the Paying Agent, to terminate this Surety Bond, In the event of a failure by the Issuer to pay the
premium due on this Surety Bond pursuant to the terms of the Financial Guaranty Agreement, the Insurer shall have
the right upon [No, of days] days prior written notice to the Issuer and the Paying Agent to cancel this Surety Bond,
No Demand for Payment shall be made subsequent to such notice of cancellation unless payments are due but shall
not have been so paid in connection with the Obligations,
10, There shall be no acceleration payment due under this Policy unless such acceleration is at the sole option
of the Insurer.
11. This policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law.
In witness whereof, the Insurer has caused this Surety Bond to be executed in facsimile on its behalf by its duly
authorized officers, this [DATE] day of [MONTH, YEAR]
MBIA INSURANCE CORPORATION
President
Assistant Secretary
SB-DSRF-9[STATE CODE]
4/95
Bond Year
199 to 199
199 to 199
199 to 199
EXHIBIT A
Surety Bond No, XXXXXX
Maximum Annual Debt Service
$
$
$
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Attachment 1
Surety Bond No, XXXXXX
DEMAND FOR PAYMENT
,19_
MBIA Insuranee Corporation
113 King Street
Armonk, New York 10504
Attention: President
Reference is made to the Surety Bond No, XXXXXX (the "Surety Bond") issued by the MBIA Insurance
Corporation (the "Insurer"), The tenus which are capitalized herein and not otherwise defined have the meanings
specified in the Surety Bond unless the context otherwise requires,
The Paying Agent hereby certifies that:
(a) In accordance with the provisions of the Document (attached hereto as Exhibit A), payment is due to the
Owners of the Obligations on (the "Due Date") in an amount equal to $ (the "Amount Due"),
(b) The [Debt Service Reserve Fund Requirement] for the Obligations is $
(c) The amounts legally available to the Paying Agent on the Due Date will be $_less than the Amount
Due (the "Deficiency"),
(d) The Paying Agent has not heretofore made demand under the Surety Bond for the Amount Due or any
portion thereof.
The Paying Agent hereby requests that payment of the Deficiency (subjeet to the Surety Bond Coverage)
be made by the Insurer under the Surety Bond and directs that payment under the Surety Bond be made to the
following account by bank wire transfer of federal or other immediately available funds in accordance with the
tenus of the Surety Bond:
[Paying Agent's Account]
[PAYING AGENT]
By
Its
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Attachment 2
Surety Bond No, XXXXXX
NOTICE OF REINSTATEMENT
,19_
[Paying Agent]
[Address]
Reference is made to the Surety Bond No, XXXXXX (the "Surety Bond") issued by the MBIA Insurance
Corporation (the "Insurer"), The terms which are capitalized herein and not otherwise defined have the meanings
specified in the Surety Bond unless the context otherwise requires,
The Insurer hereby delivers notice that it is in receipt of payment from the Obligor pursuant to Article II
of the Financial Guaranty Agreement and as of the date hereof the Surety Bond Coverage is $
MBIA Insurance Corporation
President
Attest:
Assistant Secretary
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ANNEXB
DEFINITIONS
For all purposes of this Agreement and the Surety Bond, except as otherwise expressly provided herein
or unless the context otherwise requires, all capitalized tenus shall have the meaning as set out below,
which shall be equally applicable to both the singular and plural forms of such terms.
"Agreement" means this Financial Guaranty Agreement.
"Closing Date" means [CillSING DATE], 2000.
"Commitment" means the commitment to issue Municipal Bond Guaranty fusurance in the fonn
attached hereto as Annex C.
"Debt Service Payments" means those payments required to be made by or on behalf of the Issuer
which will be applied to payment of principal of and interest on the Obligations.
"Demand for Payment" means the certificate submitted to the fusurer for payment lUlder the Surety
Bond substantially in the fonn attached to the Surety Bond as Attachment 1.
"Document" means [DOCUMENT].
"Event of Default" shall mean those events of default set forth in Section 4.01 of the Agreement.
"fusurer" has the same meaning as set forth in the first paragraph of this Agreement.
"Issuer" means [ISSUER].
"Obligations" means [LEGAL TITLE OF ISSUE] [IF APPLICABLE: together with any bonds
issued on a parity therewith].
"Owners" means the registered owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer or any designee of the Issuer for such purpose.
"Paying Agent" means [PAYING AGENT].
"Premium" means [PREMIUM} payable to the fusurer on or prior to the Closing Date.
"Reimbursement Period" means, with respect to a particular Surety Bond Payment, the period
commencing on the date of such Surety Bond Payment and ending on the earlier of the date of cancellation
of the Surety Bond due to nonpayment of Premium when due or on the expiration of x following such
Surety Bond Payment.
"Reimbursement Rate" means Citibank's prime rate plus three (3) percent per annum, as of the date of
such Surety Bond Payment, said "prime rate" being the rate of interest annolUlced from time to time by
Citibank, N.A., New York, New York, as its prime rate. The rate of interest shall be calculated on the basis
of the actual number of days elapsed over a 360-day year.
"State" means [STATE].
"Surety Bond" means that surety bond attached hereto as Annex A and issued by the fusurer
guaranteeing, subject to the terms and limitations thereof, Debt Service Payments required to be made by
the Issuer under the Document.
"Surety Bond Coverage" means the amount available at any particular time to be paid lUlder the terms
of the Surety Bond, which amolUlt shall never exceed the Surety Bond Limit.
"Surety Bond Limit" means [SURETY BOND LIMIT].
"Surety Bond Payment" means an amount equal to the Debt Service Payment required to be made by
the Issuer pursuant to the Document less (i) that portion of the Debt Service Payment paid by or on behalf of
the Issuer, and (ii) other funds legally available for payment to the Owners, all as certified in a Demand for
Payment.
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ANNEXC
COMMITMENT
[To be provided.]