Resolution 2004-383
108
RESOLUTION NO. 383
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $75,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF COLLIER COUNTY, FLORIDA LIMITED GENERAL
OBLIGATION BONDS (CONSERVATION COLLIER PROGRAM),
SERIES 2005A, TO FINANCE THE ACQUISITION OF CERTAIN
ENVIRONMENTALLY SENSITIVE LANDS WITHIN THE COUNTY;
PROVIDING FOR THE ISSUANCE OF ADDITIONAL LIMITED
GENERAL OBLlGA nON BONDS FROM TIME TO TIME FOR THE
PRINCIPAL PURPOSE OF FINANCING THE ACQUISITION OF
OTHER ENVIRONMENT ALL Y SENSITIVE LANDS WITHIN THE
COUNTY; PROVIDING FOR THE PAYMENT OF SAID BONDS
FROM AD VALOREM TAXATION LEVIED IN AN AMOUNT WHICH
SHALL NOT EXCEED ONE-QUARTER OF ONE MILL ON ALL
TAXABLE PROPERTY IN THE COUNTY; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH
BONDS; AUTHORIZING THE A WARDING OF SAID SERIES 2005A
BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN
AUTHORITY TO THE CHAIR FOR THE A WARD OF THE SERIES
2005A BONDS AND THE APPROVAL OF THE TERMS AND
DETAILS OF SAID SERIES 2005A BONDS; AUTHORIZING THE
PUBLICATION OF A NOTICE OF SALE FOR THE SERIES 2005A
BONDS OR A SUMMARY THEREOF; APPOINTING THE PAYING
AGENT AND REGISTRAR FOR SAID SERIES 2005A BONDS;
AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT WITH RESPECT TO THE SERIES
2005A BONDS; AUTHORIZING THE EXECUTION AND DELIVERY
OF A CONTINUING DISCLOSURE CERTIFICATE WITH RESPECT
TO THE SERIES 2005A BONDS; AUTHORIZING MUNICIPAL BOND
INSURANCE FOR THE SEREIS 2005A BONDS; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
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ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the following
terms shall have the following meanings, unless the context clearly otherwise requires:
"Accreted Value" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to be principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued
on such Capital Appreciation Bond from the date of delivery to the original purchasers
thereof to the Interest Date next preceding the date of computation, or the date of
computation if an Interest Date, such interest to accrue at a rate not exceeding the legal
rate, compounded semiannually, plus, with respect to matters related to the payment upon
redemption or acceleration of the Capital Appreciation Bonds, if such date of
computation shall not be an Interest Date, a portion of the difference between the
Accreted Value as of the immediately preceding Interest Date and the Accreted Value as
of the immediately succeeding Interest Date, calculated based on the assumption that
Accreted Value accrues during any semi-annual period in equal daily amounts on the
basis of a 360-day year.
"Act" shall mean Chapter 125, Florida Statutes, Article VII, Section 12 of the
Florida Constitution, the Ordinance, and other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the
provisions of Section 5,01 hereof on a parity with the Series 2005A Bonds,
"Amortization Installment" shall mean an amount designated as such by, or
provided for pursuant to, this Resolution or Supplemental Resolution of the Issuer and
established with respect to the Term Bonds.
"Annual Debt Service" shall mean, at any time, the aggregate amount in the then
current Fiscal Year of (1) interest required to be paid on the Outstanding Bonds during
such Fiscal Year, except to the extent that such interest is to be paid from deposits in the
Sinking Fund or Project Fund from Bond proceeds for such purpose, (2) principal of
Outstanding Serial Bonds maturing in such Fiscal Year, and (3) the Amortization
Installments with respect to such Fiscal Year. For purposes of this definition, all amounts
payable on a Capital Appreciation Bond shall be considered a principal payment due in
the year of its maturity or date of redemption by Amortization Installment.
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"Authorized Investments" shall mean any investments or obligations in which
the Issuer may invest its funds under applicable law and the internal investment policy of
the Issuer, as such policy may be amended and supplemented from time to time.
"Authorized Issuer Officer" shall mean the Chair, the County Manager, the
Clerk or their designee(s), and when used in reference to any act or document also means
any other person authorized by ordinance or resolution of the Issuer to perform such act
or sign such document.
"Board" shall mean the Board of County Commissioners of Collier County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other
attorney at law or firm of attorneys, of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Bond Insurance Policy" shall mean a municipal bond insurance policy or
financial guaranty insurance policy issued by an Insurer insuring the payment, when due,
of the principal of and interest on a Series of Bonds as provided therein. With respect to
the Series 2005A Bonds, "Bond Insurance Policy" shall mean the financial guaranty
insurance policy issued by Ambac Assurance Corporation insuring the payment of the
principal of and interest on the Series 2005A Bonds as provided therein.
"Bondholder" or "Holder" or "holder of Bonds" or any similar term, when
used with reference to a Bond or Bonds, shall mean any Person who shall be the
registered owner of any Outstanding Bond or Bonds as provided in the registration books
of the Issuer.
"Bonds" shall mean the Series 2005A Bonds, together with any Additional Bonds
issued pursuant to this Resolution.
"Capital Appreciation Bonds" shall mean those Bonds, if any, so designated or
provided for by Supplemental Resolution of the Issuer, which may be either Serial Bonds
or Term Bonds and which shall bear interest payable at maturity or redemption.
"Chair" shall mean the Chair of the Board of County Commissioners of the
Issuer and such other person as may be duly authorized to act on his or her behalf.
"Continuing Disclosure Certificate" shall mean the Continuing Disclosure
Certificate to be executed by the Issuer on or prior to the date of issuance of the Series
2005A Bonds, the substantial form of which is attached hereto as Exhibit D.
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"County Manager" shall mean the County Manager of the Issuer and such other
person as may be duly authorized to act on his or her behalf.
"Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and
Ex-Officio Clerk to the Board, and such other person as may be duly authorized to act on
his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the
regulations and rules promulgated thereunder.
"Cost" when used in connection with a Project and permitted by the Act, shall
mean (1) the Issuer's cost of physical construction; (2) costs of acquisition by or for the
Issuer of such Project or any portion thereof; (3) any costs of land and interests therein
and the costs of the Issuer incidental to such acquisition (including, without limitation,
title insurance and related costs and costs associated with the examination, survey and
any remediation required with respect to such land); (4) the cost of any indemnity and
surety bonds and premiums for insurance during construction; (5) all interest due to be
paid on the Bonds and other obligations relating to the Project during the period of
construction of the Project and a reasonable period subsequent to completion of
construction as the Issuer shall determine; (6) engineering, architectural, legal, financial
advisory and other consultant fees and expenses; (7) costs and expenses of the financing
incurred for the Project, including fees and expenses of any Paying Agent, Registrar,
Credit Facility Provider or depository; (8) payments, when due (whether at the maturity
of principal or the due date of interest or upon redemption) on any interim or temporary
indebtedness of the Issuer incurred for the Project; (9) costs of machinery, equipment,
technology, supplies, spare parts, furniture and any other items required by the Issuer for
the commencement of operation of the Project; and (10) any other costs properly
attributable to such construction or acquisition or to the issuance of the Bonds which
finance the Project, as determined by generally accepted accounting principles, and shall
include reimbursement to the Issuer for any such items of Cost paid by the Issuer prior to
the issuance of the Bonds or other obligations issued to finance the Project.
"Credit Facility" shall mean as to any particular Series of Bonds, a Bond
Insurance Policy, a letter of credit, a line of credit or another credit or liquidity
enhancement facility, as approved herein or in the Supplemental Resolution providing for
the issuance of such Series of Bonds.
"Credit Facility Provider" shall mean an Insurer, bank or other financial
institution issuing a Credit Facility for a particular Series of Bonds.
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"Federal Securities" shall mean and include any of the following securities, if
and to the extent the same are at the time legal for investment of funds of the Issuer under
the laws of the state of Florida:
(1) any bonds or other obligations which as to principal and interest constitute
direct obligations of, or are unconditionally guaranteed by, the United States of America,
including obligations of any federal agency or corporation which has been or may
hereafter be created pursuant to an act of Congress as an agency or instrumentality of the
United States of America to the extent unconditionally guaranteed by the United States of
America or any other evidences of an ownership interest in obligations or in specified
portions thereof (which may consist of specified portions of the interest thereon) of the
character described in this clause (1); and
(2) any bonds or other obligations of any state of the United States of America
or of any agency, instrumentality or local governmental unit of any such state (a) which
are not callable at the option of the obligor prior to maturity or as to which irrevocable
instructions have been given to the trustee of such bonds or other obligations by the
obligor to give due notice of redemption and to call such bonds for redemption on the
date or dates specified in such instructions, (b) which are fully secured as to principal and
interest and redemption premium, if any, by a fund consisting only of cash or bonds or
other obligations of the character described in clause (1) hereof which fund may be
applied only to the payment of such principal of and interest and redemption premium, if
any, on such bonds or other obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such irrevocable instructions, as
appropriate, and (c) as to which the principal of and interest on the bonds and obligations
of the character described in clause (1) hereof which have been deposited in such fund
along with any cash on deposit in such fund is sufficient to pay principal of and interest
and redemption premium, if any, on the bonds or other obligations described in this
clause (2) on the maturity date or dates thereof or on the redemption date or dates
specified in the irrevocable instructions referred to in subclause (a) of this clause (2), as
appropriate; provided, however, such bonds or obligations must be approved by the
Insurer that then insures the Bonds proposed to be defeased but only if such Insurer is not
in default with respect to its payment obligations under the applicable Bond Insurance
Policy.
"Finance Commission" shall mean the Florida Local Government Finance
Commission, the current holder of the Prior Note.
"Financial Advisor" shall mean Public Financial Management, Inc. or such other
financial advisory firm of nationally recognized standing in matters pertaining to debt
obligations issued by states and political subdivisions.
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"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Insurer" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance company, with respect to the Series 2005A Bonds and, with respect to
any other Series of Bonds, the Credit Facility Provider, if any, issuing a Bond Insurance
Policy with respect to such Series of Bonds,
"Interest Date" or "interest payment date" shall be such date or dates for the
payment of interest on the Bonds as provided pursuant to Sections 2.01 or 2,02 hereof.
"Issuer" or "County" shall mean Collier County, Florida, a political subdivision
of the State of Florida.
"Limited Ad Valorem Tax" the ad valorem tax levied on all taxable property
within the County in an amount not to exceed one-quarter (114) of one mill to pay the
Annual Debt Service on the Bonds as approved by the qualified electors of the Issuer
voting in the November 5, 2002 bond referendum election.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of
the Annual Debt Service becoming due in any Fiscal Year in which Bonds are
Outstanding, excluding all Fiscal Years which shall have ended prior to the Fiscal Year in
which the Maximum Annual Debt Service shall at any time be computed.
"Maximum Interest Rate" shall mean, with respect to any particular Variable
Rate Bonds, a numerical rate of interest, which shall be set forth or provided for in the
Supplemental Resolution of the Issuer delineating the details of such Bonds, that shall be
the maximum rate of interest such Bonds may at any particular time bear in the future in
accordance with the terms of such Supplemental Resolution.
"Official Notice of Sale" shall mean the Official Notice of Sale as described in
Section 10.01 hereof, the form of which is attached hereto as Exhibit B.
"Official Statement" shall mean the Official Statement to be used in connection
with the issuance of the Series 2005A Bonds that shall be substantially in the form of the
Preliminary Official Statement and which shall contain the financial terms and details of
the Series 2005A Bonds.
"Ordinance" shall mean the ordinance enacted by the Board on the date hereof
authorizing the issuance of Bonds from time to time, as the same may be amended or
supplemented from time to time.
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"Outstanding" when used with reference to the Bonds and as of any particular
date, shall describe all of the Bonds theretofore and thereupon being authenticated and
delivered except, (1) any Bond in lieu of which another Bond or Bonds have been issued
to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder
thereof in exchange for another Bond or Bonds under Sections 2.07 and 2.08 hereof,
(3) Bonds deemed to have been paid pursuant to Section 9.01 hereof, and (4) Bonds
cancelled after purchase in the open market or because of payment at maturity or upon
redemption.
"Paying Agent" shall mean for each Series of Bonds, the paying agent appointed
by the Issuer for such Series of Bonds and its successors and assigns, if any. With respect
to the Series 2005A Bonds, "Paying Agent" shall mean U.S. Bank National Association,
Fort Lauderdale, Florida.
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization or governmental entity.
"Preliminary Official Statement" shall mean the Preliminary Official Statement
to be used in connection with the marketing and sale of the Series 2005A Bonds, the form
of which is attached hereto as Exhibit C.
"Prior Note" shall mean the Collier County, Florida Revenue Note, Draw No. A
30-1, dated as of August 25, 2004, issued to the Finance Commission in the aggregate
principal amount of $21,200,000, all of which is currently outstanding.
"Prior Project" shall mean the acquisition of the environmentally sensitive lands
generally described in Exhibit E attached hereto and more specifically described in the
plans and specifications on file with the Issuer, which acquisition was financed with
proceeds of the Prior Note.
"Project" shall mean the 2005A Project and the acquisition, construction and/or
equipping of such additional capital improvements, properties and facilities and other
activities or items that are subsequently approved by the Issuer and which may be
lawfully financed with Bonds pursuant to the Act.
"Project Fund" shall mean Collier County, Florida Limited General Obligation
Bonds (Conservation Collier Program) Project Fund established pursuant to Section 4.02
hereof.
"Rebate Fund" shall mean Collier County, Florida Limited General Obligation
Bonds (Conservation Collier Program) Rebate Fund established pursuant to Section 4.04
hereof.
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"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond, this Resolution or a Supplemental Resolution.
"Referendum Resolution" shall mean Resolution No. 2002-265, adopted by the
Board on June 11, 2002.
"Resolution" shall mean this Limited General Obligation Bond Resolution
(Conservation Collier Program), as the same may from time to time be amended,
modified or supplemented by Supplemental Resolution.
"Registrar" shall mean for each Series of Bonds, any registrar appointed by the
Issuer for such Series of Bonds and its successors and assigns, if any. With respect to the
Series 2005A Bonds, "Registrar" shall mean shall mean U.S. Bank National Association,
Fort Lauderdale, Florida.
"Serial Bonds" shall mean all of the Bonds other than Term Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental
Resolution authorizing the issuance by the Issuer as a separate Series, regardless of
variations in maturity, interest rate, amortization installments or other provisions.
"Series 2005A Bonds" shall mean Collier County, Florida Limited General
Obligation Bonds (Conservation Collier Program), Series 2005A, authorized and issued
pursuant to Section 2.02 of this Resolution.
"Sinking Fund" shall mean Collier County, Florida Limited General Obligation
Bonds (Conservation Collier Program) Sinking Fund established pursuant to Section 4.03
hereof.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the
terms of Article VII hereof.
"Taxable Bonds" shall mean any Bonds which state, in the body thereof, that the
interest income thereon is includable in the gross income of the Holder thereof for federal
income taxation purposes or that such interest is subject to federal income taxation.
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"Term Bonds" shall mean Bonds which shall be designated as or authorized to be
Term Bonds by this Resolution or Supplemental Resolution of the Issuer and which are
subject to mandatory redemption by Amortization Installment.
"2005A Project" shall mean the acquisition of the environmentally sensitive
lands generally described in Exhibit A attached hereto and more specifically described in
the plans and specifications on file with the Issuer.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustable,
convertible or other similar rate which is not fixed in percentage for the entire term
thereof at the date of issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution IS
adopted pursuant to the provisions of the Act.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who
shall hold the same from time to time, the provisions of this Resolution shall be a part of
the contract of the Issuer with the Holders of the Bonds and the Credit Facility Providers
and shall be deemed to be and shall constitute a contract between the Issuer and the
Holders from time to time of the Bonds and the Credit Facility Providers. The pledge
made in this Resolution and the provisions, covenants and agreements herein set forth to
be performed by or on behalf of the Issuer shall be for the equal benefit, protection and
security of the Holders of any and all of said Bonds and for the benefit, protection and
security of the Credit Facility Providers. All of the Bonds, regardless of the time or times
of their issuance or maturity, shall be of equal rank without preference, priority or
distinction of any of the Bonds over any other thereof except as expressly provided in or
pursuant to this Resolution.
SECTION 1.04.
declared:
FINDINGS. It IS hereby ascertained, determined and
(A) Pursuant to the Referendum Resolution, the Issuer ordered the holding of a
bond referendum election to determine if the qualified electors of the Issuer would
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approve the issuance of not exceeding $75,000,000 principal amount of limited general
obligation bonds payable from ad valorem tax to be levied in an amount not to exceed
one-quarter (1/4) of one mill on all taxable property within the Issuer for the principal
purpose of financing the acquisition of certain environmentally sensitive lands within the
Issuer in order to protect water resources, wildlife habitat and public open space suitable
for resource based recreation.
(B) On November 5, 2002, a bond referendum election was held and the
issuance of not exceeding $75,000,000 principal amount of limited general obligation
bonds payable from the Limited Ad Valorem Tax was approved by a majority of the
qualified electors of the Issuer voting in said referendum election.
(C) On August 25, 2004, the Issuer issued the Prior Note in the principal
amount of $21 ,200,000 in order to finance, on an interim basis, Costs of the Prior Project.
(D) It is in the best interests of the citizens and consistent with the goals and
purposes of "Conservation Collier" as described in the Referendum Resolution to have
acquired the Prior Project, as generally described in Exhibit E attached hereto, and to
acquire the 2005A Project, as generally described in Exhibit A attached hereto, and as
each is more particularly described in the plans and specifications related thereto which
are on file with the Issuer.
(E)
Acquiring the Prior Project and the 2005A Project shall protect water
wildlife habitat and/or public open space suitable for resource based
resources,
recreation.
(F) The Prior Note bears interest at a variable rate and was issued to finance
Costs of the Prior Project on an interim basis; in order to provide permanent financing
with respect to the Prior Project and to eliminate interest rate risk inherent with variable
rate debt obligations such as the Prior Note, it is now appropriate and in the Issuer's best
interest to refinance the Prior Note through the issuance of a longer term, fixed interest
rate obligation.
(G) The most efficient and cost effective method of financing Costs of the
2005A Project and refinancing the Prior Note is through the issuance of not exceeding
$75,000,000 aggregate principal amount of Collier County, Florida Limited General
Obligation Bonds (Conservation Collier Program), Series 2005A
(H) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Resolution, the 2005A Bonds shall be advertised for competitive bids pursuant to the
Official Notice of Sale, the form of which is attached hereto as Exhibit B, or a summary
thereof.
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(I) Pursuant to the Official Notice of Sale, competitive bids for the purchase of
the Series 2005A Bonds received in accordance with the Official Notice of Sale on or
prior to 10:00 a.m., local time, on January 18, 2004 or such other date or time as is
determined by the Chair in accordance with the terms and provisions hereof and of the
Official Notice of Sale, shall be publicly opened and announced.
(1) Due to the present volatility and uncertainty of the market for tax-exempt
obligations such as the Series 2005A Bonds, it is desirable for the Issuer to be able to
advertise and award the Series 2005A Bonds at the most advantageous time and date
instead of restricting the sale and award to the date of a particular meeting of the Board;
and, accordingly, the Issuer hereby determines to ælegate the advertising and awarding
of the Series 2005A Bonds to the Chair within the parameters described herein.
(K) It is necessary and appropriate that the Issuer determine certain parameters
for the terms and details of the Series 2005A Bonds and to delegate certain authority to
the Chair for the award of the Series 2005A Bonds and the approval of the terms of the
Series 2005A Bonds in accordance with the provisions hereof and of the Official Notice
of Sale.
(L) In the event Bond Counsel shall determine that the Series 2005A Bonds
have not been awarded competitively in accordance with the provisions of Section
218.385, Florida Statutes, the Issuer shall adopt such resolutions and make such findings
as shall be necessary to authorize and ratify a negotiated sale of the Series 2005A Bonds
in accordance with said Section 218.385.
(M) The Costs associated with the refinancing of the Prior Note and the
acquisition of the 2005A Project shall be deemed to include legal expenses, underwriting
discounts, the premium for the Bond Insurance Policy, financial advisory fees, and such
other expenses as may be necessary or incidental for the issuance of the Sereis 2005A
Bonds herein authorized.
(N) It is necessary at this time that provision be made for the issuance of Bonds,
including the Series 2005A Bonds, and for the levy and pledging of the Limited Ad
Valorem Tax to pay the same.
SECTION 1.05. AUTHORIZATION OF THE 2005A PROJECT AND
THE REFINANCING OF THE PRIOR NOTE. The Issuer hereby authorizes the
2005A Project and the refinancing of the Prior Note.
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ARTICLE II
AUTHORIZATION, TERMS, SALE, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution creates
an issue of Bonds of the Issuer to be designated as 'Collier County, Florida Limited
General Obligation Bonds (Conservation Collier Program)" which may be issued in one
or more Series as hereinafter provided. The aggregate principal amount of Bonds of all
Series which may be executed and delivered under this Resolution is not limited except
as is or may hereafter be provided in this Resolution or as limited by the Act.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution.,
be issued in one or more Series, with such further appropriate particular designations
added to or incorporated in such title for the Bonds of any particular Series as the Issuer
may determine and as may be necessary to distinguish such Bonds from the Bonds of any
other Series. Each Bond shall bear upon its face the designation so determined for the
Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such
rate or rates not exceeding the maximum rate permitted by law; and shall be payable in
lawful money of the United States of America on such dates; all as determined hereby
and by Supplemental Resolution.
The Bonds shall be issued in such denominations and such form, whether coupon
or registered; shall be dated such dates; shall bear such numbers; shall be payable at such
place or places; shall be payable on such Interest Dates and principal payment dates; shall
contain such redemption provisions; shall have such Paying Agents and Registrars; shall
mature in such years and amounts; and the proceeds shall be used in such manner; all as
determined hereby and by Supplemental Resolution of the Issuer in accordance with the
provisions of the Act. The Issuer may issue Bonds which may be secured by a Credit
Facility all as shall be determined hereby or by Supplemental Resolution ofthe Issuer.
SECTION 2.02. AUTHORIZA TION AND DESCRIPTION OF THE
SERIES 2005A BONDS; AWARD OF THE SERIES 2005A BONDS; NO
REDEMPTION FOR SERIES 2005A BONDS. (A) In accordance with the Act and
the terms of this Resolution., this Resolution hereby creates an issue of Bonds of the
Issuer to be designated as "Collier County, Florida Limited General Obligation Bonds
(Conservation Collier Program), Series 2005A" (or such other Series designation as the
Chair may determine) to be issued in the aggregate principal amount of not exceeding
$75,000,000. The Series 2005A Bonds shall be issued for the principal purposes of
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financing Costs of the 2005A Project, refinancing the Prior Note, and paying certain costs
and expenses incurred in connection with the issuance of the Series 2005A Borxls. The
exact principal amount of the Series 2005A Bonds to be issued by the Issuer shall be
determined by the Chair in accordance with the Official Notice of Sale provided such
principal amount does not exceed $75,000,000.
The Series 2005A Bonds shall be dated as of the date of their delivery (or such
other date as determined by the Chair), shall be issued in the form of fully registered
bonds in the denominations of $5,000 and any integral multiple thereof, and shall be
numbered consecutively from one upward in order of maturity preceded by the letter "R."
The Series 2005A Bonds shall bear interest computed on the basis of a 360-day year
consisting of twelve 30-day months, from their dated date, payable semiannually, on
July 1 and January 1 of each year (each an "Interest Date"), commencing on July 1,2005
(or such other date as determined by the Chair), at such rates and maturing in such
amounts on January 1 of such years as shall be determined by the Chair, subject to the
conditions set forth in this Section 2.02 and the provisions of the Official Notice of Sale.
The final maturity of the Series 2005A Bonds shall not be later than January 1, 2013. All
of the terms of the Series 2005A Bonds will be included in a certificate to be executed by
the Chair following the award of the Series 2004 Bonds (the "Award Certificate") and
shall be set forth in the final Official Statement, as described herein.
The principal of the Series 2005A Bonds is payable upon presentation and
surrender of the Series 2005A Bonds at the designated corporate trust office of the Paying
Agent. Interest payable on the Series 2005A Bonds on any Interest Date will be paid by
check or draft mailed to the Holder in whose name such Series 2005A Bond shall be
registered at the close of business on the date which shall be the fifteenth day (whether or
not a business day) of the calendar month next preceding such Interest Date, or, at the
request of such Holder, by bank wire transfer for the account of such Holder. All
payments of principal of and interest on the Series 2005A Bonds shall be payable in any
coin or currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.
(B) The 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 2005A Bonds to the
underwriter or underwriters that submit a bid proposal which complies in all respects
with this Resolution and the Official Notice of Sale and offers to purchase the Series
2005A Bonds at the lowest true interest cost to the Issuer, as calculated by the Financial
Advisor in accordance with the terms and provisions of the Official Notice of Sale;
provided, however, the Series 2005A Bonds shall not be awarded to any bidder unless the
true interest cost set forth in the winning bid (as calculated by the Financial Advisor) is
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equal to or less than 6.00%. In accordance with the provisions of the Official Notice of
Sale, the Chair may, in his or her sole discretion, reject any and all bids.
(C) The Series 2005A Bonds shall not be subject to redemption prior to their
respective maturities.
SECTION 2.03. APPLICATION OF BOND PROCEEDS. (A) The
proceeds received from the sale of the Series 2005A Bonds shall be applied by the Issuer
simultaneously with the delivery of such Series 2005A Bonds to the purchaser or
purchasers thereof, as follows:
(i) A sufficient amount of the Series 2005A Bond proceeds shall be
deposited into the Project Fund and shall be used to pay to costs of the 2005A
Project.
(ii) A sufficient amount of the Series 2005A Bonds shall be transferred
to the Finance Commission to pay the Prior Note in full.
(iii) A sufficient amount of the Series 2005A Bond proceeds shall be
applied to the payment for the premium for the Bond Insurance Policy.
(iv) A sufficient amount of the Series 2005A Bond proceeds shall be
held by the Issuer to pay costs and expenses associated with the issuance of the
Series 2005A Bonds.
(v) Any remaining amounts of the Series 2005A Bond proceeds shall be
deposited in the Sinking Fund and shall be used to pay interest becoming due on
the Series 2005A Bonds.
(B) The proceeds of any Series of Additional Bonds shall be applied by the
Issuer in accordance with the provisions of the Supplemental Resolution authorizing such
Series of Bonds.
SECTION 2.04. EXECUTION OF BONDS. The Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of the Chair and the official
seal of the Issuer shall be imprinted thereon, and attested with the manual or facsimile
signature of the Clerk. In case anyone or more of the officers who shall have signed or
sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to
be such officer of the Issuer before the Bonds so signed and sealed have been actually
sold and delivered, such Bonds may nevertheless be sold and delivered as herein
provided and may be issued as if the person who signed or sealed such Bonds had not
ceased to hold such office, Any Bond may be signed and sealed on behalf of the Issuer by
such person who at the actual time of the execution of such Bond shall hold the proper
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office of the Issuer, although at the date of such Bond such person may not have held
such office or may not have been so wthorized. The Issuer may adopt and use for such
purposes the facsimile signatures of any such persons who shall have held such offices at
any time after the date of the adoption of this Resolution, notwithstanding that either or
both shall have ceased to hold such office at the time the Bonds shall be actually sold and
delivered.
SECTION 2.05, AUTHENTICATION. No Bond shall be secured hereunder
or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless
there shall be manually mdorsed on such Bond a certificate of authentication by the
Registrar or such other entity as may be approved by the Issuer for such purpose. Such
certificate on any Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Resolution. The form of such certificate shall be
substantially in the form provided in Section 2.10 hereof.
SECTION 2.06. TEMPORARY BONDS. Until the definitive Bonds are
prepared, the Issuer may execute, in the same manner as is provided in Section 2.04
hereof, and deliver, upon authentication by the Registrar pursuant to Section 2.05 hereof,
in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions
as the definitive Bonds, except as to the denominations thereof, one or more temporary
Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary
Bond or Bonds are issued, in denominations authorized by the Issuer by Supplemental
Resolution, and with such omissions, insertions and variations as may be appropriate to
temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive
Bonds, which shall be authenticated by the Registrar. Upon the surrender of such
temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall
deliver in exchange therefor definitive Bonds, of the same aggregate principal amount
and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary
Bonds shall in all respects be entitled to the same benefits and security as definitive
Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange
for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith
cancelled by the Registrar.
SECTION 2.07, BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond upon surrender and cancellation of such mutilated
Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the
Holder furnishing the Issuer and the Registrar proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and
15
10 8
conditions as the Issuer or the Registrar may prescribe and paying such expenses as the
Issuer and the Registrar may incur. All Bonds so surrendered or otherwise substituted
shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to
mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the
Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute
original contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be
entitled to equal and proportionate benefits and rights provided hereunder to the same
extent as all other Bonds issued hereunder.
SECTION 2.08. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or
his attorney duly authorized in writing, may, at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of registered Bonds of the same
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial
Code of the State of Florida, subject to the provisions for registration and transfer
contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain
Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for
the registration and transfer ofthe Bonds.
The transfer of any Bond shall be registered only upon the books of the Issuer, at
the office of the Registrar, under such reasonable regulations as the Issuer may prescribe,
by the Holder thereof in person or by his attorney duly authorized in writing upon
surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed and guaranteed by the Holder or his duly authorized attorney.
Upon the registration or transfer of any such Bond, the Issuer shall issue, and cause to be
authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate
principal amount and maturity as the surrendered Bond. The Issuer, the Registrar and any
Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name
any Outstanding Bond shall be registered upon the books of the Issuer as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal and interest on such Bond and for
all other purposes, and all such payments so made to any such Holder or upon his order
shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
16
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"
"')1
extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying
Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case \\here it is not also the Paying Agent with respect to the
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Bonds,
and (B) at any other time as reasonably requested by the Paying Agent, certify and
furnish to the Paying Agent the names, addresses and holdings of the Bondholders and
any other relevant information reflected in the registration books. Any Paying Agent of
any fully registered Bond shall effect payment of interest on such Bonds by mailing a
check to the Holder entitled thereto or may, in lieu thereof, upon the request and at the
expense of such Holder, transmit such payment by bank wire transfer for the account of
such Holder.
In all cases in which the privilege of exchanging Bonds or the transfer of Bonds
shall be registered, the Issuer shall execute and the Registrar shall authenticate and
deliver such Bonds in accordance with the provisions of this Resolution. Execution of
Bonds by the Chair and Clerk for purposes of exchanging, replacing or registering the
transfer of Bonds may occur at the time of the original delivery of the Bonds. All Bonds
surrendered in any such exchanges or registration of transfer shall be held by the
Registrar for safekeeping until directed by the Issuer to be cancelled by the Registrar. For
every such exchange or registration of transfer, the Issuer or the Registrar may make a
charge sufficient to reimburse it for any tax, fee, expense or other governmental charge
required to be paid with respect to such exchange or registration of transfer. The Issuer
and the Registrar shall not be obligated to make any such exchange or transfer of the
Bonds during the period commencing on the fifteenth day of the month immediately
preceding an Interest Date on the Bonds and ending on such Interest Date, or, in the case
of any proposed redemption of Bonds of such Series, then, for the Bonds subject to
redemption, during the 15 days next preceding the date of the first mailing of notice of
such redemption and continuing until such redemption date.
The Issuer may elect to issue any Bonds as uncertificated registered public
obligations (not represented by instruments), commonly known as book-entry
obligations, provided it shall establish a system of registration therefor by Supplemental
Resolution. In accordance with Section 2.09 hereof, the Issuer elects to initially provide
for a book entry only system of registration for the Series 2005A Bonds.
SECTION 2.09. FULL BOOK ENTRY FOR SERIES 2005A BONDS.
Notwithstanding the provisions set forth in Section 2.08 hereof, the Series 2005A Bonds
shall be initially issued in the form of a separate single certificated fully registered Bond
for each of the maturities of the Series 2005A Bonds. Upon initial issuance, the
ownership of each such Bond shall be registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of The Depository Trust Company
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("DTC"), All of the Outstanding Series 2005A 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 2005A Bonds shall be registered in the name of Cede & Co., all
payments of principal on the Series 2005A 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 2005A
Bonds, upon presentation of the Series 2005A Bonds to be paid, to the Paying Agent.
With respect to the Series 2005A Bonds registered in the registration books kept
by the Registrar in the name of Cede & Co., as nominee of DTC, the Issœr, 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 he 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
2005A Bonds, (B) the delivery to any Participant or any other Person other than a
Bondholder, as shown in the registration books kept by the Registrar, of any notice with
respect to the Series 2005A Bonds, 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 or interest on the Series 2005A Bonds. The
Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose
name each Series 2005A Bond is registered in the registration books kept by the Registrar
as the Holder and absolute owner of such Bond for the purpose of payment of principal
and interest with respect to such Bond, for the purpose of giving notices and other matters
with respect to such Bond, for the p.upose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of
and interest on the Series 2005A 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 and interest on the Series 2005A Bonds to the extent of the sum or
sums so paid. No Person other than a Holder, as shown in the registration books kept by
the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to
make payments of principal and interest pursuant to the provisions of this Resolution.
Upon delivery by DTC to the Issuer of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in Section 2.08 with respect to transfers during the 15 days next preceding an
Interest Date, the words "Cede & Co." shall refer to such new nominee ofDTC; and upon
receipt of such notice, the Issuer shall promptly deliver a copy of the same to the
Registrar and the Paying Agent.
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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 2005A 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 2005A
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 then
applicable rules and procedures of DTC, the Series 2005A Bonds shall no longer be
restricted to being registered in the registration books kept by the Registrar in the name of
Cede & Co., as nominee of DTC, but may be registered in whatever name or names
Holders shall designate, in accordance with the provisions of this Resolution. In such
event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange
the Series 2005A Bonds of like principal amount and maturity, in denominations of
$5,000 or any integral multiple thereof to the Holders thereof. The foregoing
notwithstanding, until such time as participation in the book-entry only system is
discontinued, the provisions set forth in the Blanket Letter of Representations previously
executed by the Issuer and delivered to DTC shall apply to the payment of principal of
and interest on the Series 2005A Bonds.
SECTION 2.10. FORM OF BONDS. The text of the Bonds, except for
Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be
provided by Supplemental Resolution of the Issuer, shall be in substantially the following
form with such omissions, insertions and variations as may be necessary and/or desirable
and approved by the Chair or the Oerk prior to the issuance thereof (which necessity
and/or desirability and approval shall be presumed by such officer's execution of the
Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof):
[Remainder of page intentionally left blank]
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.,
r!
No.R-
$
UNITED STATES OF AMERICA
COLLIER COUNTY, FLORIDA
LIMITED GENERAL OBLIGATION BOND
(CONSERVATION COLLIER PROGRAM),
SERIES
Date of
Original Issue
CUSIP
Interest
Rate
Maturity
Date
%
,20_
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a
political subdivision of the State of Florida (the "Issuer"), for value received, hereby
promises to pay to the Registered Holder identified above, or registered assigns as
hereinafter provided, on the Maturity Date identified above, the Principal Amount
identified above and to pay interest on such Principal Amount from the Date of Original
Issue identified above or from the most recent interest payment date to which interest has
been paid at the Interest Rate per annum identified above on 1 and 1
of each year, commencing 1, , until such Principal Amount shall
have been paid.
Such Principal Amount and interest on this Bond are payable in any coin or
currency of the United States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and private debts. Such Principal
Amount is IRyable at the designated corporate trust office of , as Paying
Agent. Payment of each installment of interest shall be made to the person in whose name
this Bond shall be registered on the registration books of the Issuer maintained by
(the "Registrar"), at the close of business on the fifteenth day (whether or
not a business day) of the calendar month next preceding each interest payment date and
shall be paid by a check or draft of such Paying Agent mailed to such Registered Holder
at the address appearing on such registration books or, at the written request of such
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Registered Holder, by bank wire transfer to an account of such Holder designated in such
written request.
This Bond is one of an authorized issue of Bonds in the aggregate principal
amount of $ (the "Bonds") of like date, tenor and effect, except as to number,
maturity, interest rate and redemption provisions, issued to finance [or refinance] the
acquisition of certain environmentally sensitive lands within the County, as more
particularly described in the hereinafter defined Resolution, and in full compliance with
the Constitution and Statutes of the State of Florida, including particularly Chapter 125,
Florida Statutes, Article VII, Section 12 of the Florida Constitution, Ordinance No. _,
enacted by the Board of County Commissioners of the County (the "Board") on
December 14, 2004, as it may be amended or supplemented from time to time, the
Referendum Resolution (as defined in the Resolution) and Resolution No. _ of Collier
County, Florida duly adopted by the Board on December 14, 2004 (the "Resolution"), as
it may be amended or supplemented from time to time, and is subject to all the terms and
conditions of such Resolution.
In accordance with the terms of the Resolution, the Issuer has made a limited
pledge of its faith, credit and taxing power for the full and prompt payment of the
principal of and interest on the Bonds. A direct annual tax shall be levied, not in excess
of one quarter (1/4) of one mill, upon all taxable property within the Issuer to make such
payments. Provision shall be included and made in the annual budget and tax levy for the
levy of such taxes, which tax shall be levied and collected at the same time, and in the
same manner, as other ad valorem taxes ofthe Issuer are assessed, levied and collected.
Reference to the Resolution is hereby made for a description of the funds charged
with and pledged to the payment of the principal of and interest on the Bonds, the nature
and extent of the security for the payment of the Bonds, a statement of the rights, duties
and obligations of the Issuer, the rights of the Holders of the Bonds, to all the provisions
of which Resolution the holder hereof by the acceptance of this Bond assents.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of the Bonds of this issue does not violate any constitutional, statutory, or charter
limitation or provision, and that provision has been made for the collection of a drect
annual tax, without limitation, on all property in the Issuer taxable for such purpose
sufficient to pay and discharge the principal hereof at maturity.
The Issuer has established a book-entry system of registration for the Bonds.
Except as specifically provided otherwise in the Resolution, an agent will hold this Bond
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on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase,
delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to
such arrangement.
The transfer of this Bond is registrable by the Bondholder hereof in person or by
his attorney or legal representative at the designated corporate trust office of the Registrar
but only in the manner and subject to the conditions provided in the Resolution and upon
surrender and cancellation of this Bond.
[Insert redemption provisions, if any.]
This Bond shall not be valid or become obligatory for any purpose or be entitled to
any benefit or security under the Resolution until it shall have been authenticated by the
execution by the Registrar of the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has
caused the same to be signed by the Chair of its Board of County Commissioners and
attested to by the Clerk of the Circuit Court for Collier County, Florida and Ex-Officio
Clerk of the Board of County Commissioners and its official seal or a facsimile of thereof
to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the _
day of
COLLIER COUNTY, FLORIDA
(SEAL)
By:
Chair, Board of County Commissioners
ATTESTED:
Clerk, Circuit Court for Collier County,
Florida and Ex-Officio Clerk of the
Board of County Commissioners
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within-
mentioned Resolution.
, as Registrar
Date of Authentication:
By:
Authorized Signatory
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company to the Issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by the authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
(Please insert Social Security or other identifying number of assignee)
the attached Bond of Collier County, Florida, and
does hereby constitute and appoint
attorney, to transfer the said Bond on the books kept for registration thereof, with full
power of substitution in the premises.
Date:
Signature Guaranteed by:
NOTICE: Signature must be guaranteed by
an institution which is a participant in the
Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the
face of the within Bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
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The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
III common
UNIF TRANS MIN ACT --
( Cust. )
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
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ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this
Article III shall apply to redemption of Bonds other than Capital Appreciation Bonds or
Variable Rate Bonds. The terms and provisions relating to redemption of Capital
Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental
Resolution.
(B) The Series 2005A Bonds shall not be subject to redemption pnor to
maturity.
(C) Additional Bonds shall be subject to redemption in accordance with and as
provided in the terms of the Supplemental Resolution setting forth the details of such
Additional Bonds.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The
Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The Issuer shall, at least forty-five (45) days prior to the redemption
date (unless a shorter time period is satisfactory to the Registrar, but in no event less than
thirty-five (35) days) notify the Registrar of such redemption date and of the principal
amount of Bonds to be redeemed. For purposes of any redemption of less than all of the
Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be
redeemed shall be selected not more than forty-five (45) days and not less than thirty-five
(35) days prior to the redemption date by the Registrar from the Outstanding Bonds of the
maturity or maturities designated by the Issuer or by such method as the Registrar shall
deem fair and appropriate and which may provide for the selection for redemption of
Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the
Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the principal
amount thereof to be redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption,
which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date
and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A)
shall be filed with the Paying Agent of such Bonds and (B) shall be mailed first class,
postage prepaid, at least thirty (30) days prior to the redemption date to all Holders of
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Bonds to be redeemed at their addresses as they appear on the registration books kept by
the Registrar as of the date of mailing of such notice. Failure to mail notice to the Holders
of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for
redemption of Bonds as to which no such failure or defect has occurred. Failure of any
Holder to receive any notice mailed as herein provided shall not affect the proceedings
for redemption of such Holder's Bonds.
Each notice of redemption shall state: (I) the CUSIP numbers of all Bonds being
redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of
interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption
Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds
are to be redeemed, the certificate number (and, in the case of a partial redemption of any
Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption
date there shall become due and payable upon each Bond to be redeemed the Redemption
Price thereof, or the Redemption Price of the specified portions of the principal thereof in
the case of Bonds to be redeemed in part only, together with interest accrued thereon to
the redemption date, and that from and after such date interest thereon shall cease to
accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part,
are to be surrendered for payment of the Redemption Price at the designated office of the
Paying Agent at an address specified, and (10) unless sufficient funds have been set aside
by the Issuer for such purpose prior to the mailing of the notice of redemption, that such
redemption is conditioned upon the deposit of sufficient funds for such purpose on or
prior to the date set for redemption; and provided, further, that such notice and the
redemption set forth therein may be subject to the satisfaction of one or more additional
conditions set forth therein.
Within sixty (60) days of the date of redemption, the Registrar shall give a second
notice of redemption by mailing another copy of the redemption notice to the registered
Holders of Bonds called for redemption but which have not been presented for payment
within thirty (30) days after the date set for redemption; provided, however, the failure to
provide such further notice of redemption or to comply with the terms of this paragraph
shall not in any manner defeat the effectiveness of a call for redemption if notice thereof
is given as prescribed above.
In addition to the mailing of the notice described above, each notice of redemption
and payment of the redemption price shall meet the following requirement; provided,
however, the failure to provide such further notice of redemption or to comply with the
terms of this paragraph shall not in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as prescribed above:
Each further notice of redemption shall be sent by certified mail or
overnight delivery service or telecopy to all registered securities depositories then
27
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10 B
in the business of holding substantial amounts of obligations of types comprising
the Bonds (such depositories now being The Depository Trust Company, New
York, New York and Midwest Securities Trust Company, Chicago, Illinois) and to
two or more national information services which disseminate notices of
prepayment or redemption of obligations such as the Bonds (such information
services now being Financial Information, Inc.'s "Daily Called Bond Service,"
Jersey City, New Jersey, Kenny Information Services "Called Bond Service," New
York, New York, Moody's "Municipal and Government," New York, New York
and Standard & Poor's "Called Bond Record," New York, New York).
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond
which is to be redeemed only in part shall be surrendered at any place of payment
specified in the notice of redemption (with due endorsement by, or written instrument of
transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
or Bonds, of the same interest rate and maturity, and of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in exchange for
the umedeemed portion of the principal of the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of
redemption having been given substantially as aforesaid, the Bonds or portions of Bonds
so to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Issuer shall
default in the payment of the Redemption Price) such Bonds or portions of Bonds shall
cease to bear interest. Upon surrender of such Bonds for redemption in accordance with
said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the
appropriate Redemption Price, plus accrued interest. Each check or other transfer of
funds issued by the Paying Agent to pay the Redemption Price of Bonds being redeemed
shall bear the CUSIP number or numbers of such Bonds and identify the payments
applicable to each CUSIP number. All Bonds which have been redeemed shall be
cancelled by the Registrar and shall not be reissued.
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ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. LIMITED GENERAL OBLIGA TIONS OF THE
ISSUER. The faith, credit and taxing power of the Issuer shall be and are hereby
pledged for the full and rrompt payment of the principal of and interest on the Bonds;
provided, that such pledge is a limited obligation of the Issuer which shall not exceed one
quarter (1/4) of one mill of ad valorem taxes. A direct annual tax not in excess of one
quarter (1/4) of one mill shall be levied upon all taxable property within the Issuer to
make such payments. No Holder or Holders of the Bonds shall ever have the right to
compel the full faith, credit and taxing power of the Issuer in amount greater than the
Limited Ad Valorem Tax. Provision shall be included and made in the annual budget and
tax levy for the levy of the Limited Ad Valorem Tax hereinbefore provided.
Notwithstanding any other provision of this Resolution, in determining the amount of the
Limited Ad Valorem Tax to be levied for a particular Fiscal Year to pay debt service on
the Bonds, the Issuer shall levy, at a minimum, an amount that assumes that the
percentage of Limited Ad Valorem Tax that will be collected in such Fiscal Year will be
no higher than the percentage of Limited Ad Valorem Tax collected for the immediately
preceding Fiscal Year. Whenever the Issuer shall, in any Fiscal Year, have irrevocably
deposited in the Sinking Fund any moneys derived from sources other than the
aforementioned Limited Ad Valorem Tax, said Limited Ad Valorem Tax may be
correspondingly diminished; but any such diminution must leave available an amount of
such Limited Ad Valorem Tax, after allowance for anticipated delinquencies in
collection, fully sufficient, with such moneys so deposited from other sources, to assure
the prompt payment of principal, interest and other related charges falling due prior to the
time that the proceeds of the next annual Limited Ad Valorem Tax levy will be available.
Such Limited Ad Valorem Tax shall be levied and collected at the same time, and in the
same manner, as other ad valorem taxes of the Issuer are assessed, levied and collected.
The Limited Ad Valorem Tax shall be levied and collected in accordance with all
applicable law, including, hIt not limited to, the Referendum Resolution. The Issuer
hereby irrevocably pledges such Limited Ad Valorem Tax to the payment of the Bonds.
SECTION 4.02. PROJECT FUND. The Issuer covenants and agrees to
establish a special fund to be known as the "Collier County, Florida Limited General
Obligation Bonds (Conservation Collier Program) Project Fund," which shall be used
only for payment of the Costs of Projects. Moneys in the Project Fund, until applied to
payment of any item of the Costs of a Project in the manner hereinafter provided, shall be
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held in trust by the Issuer and shall be subject to a lien and charge in favor of the Holders
of the Bonds and for the further security of such Holders.
The Issuer shall establish within the Project Fund a separate account for each
Project (including the 2005A Project), the Costs of which are to be paid in whole or in
part out of the Project Fund.
The Issuer covenants that the acquisition, construction and equipping of each
Project will be completed without delay and in accordance with sound engineering
practices. The Issuer shall only make disbursements or payments from the applicable
account of the Project Fund to pay Costs of the Project for which such account was
established, except as provided below with respect to any surplus proceeds in a particular
account. The Issuer shall keep records of such disbursements and payments and shall
retain all such records for such periods of time as is required by applicable law.
Notwithstanding any of the other provisions of this Section 4.02, to the extent that
other moneys are not available therefor, amounts in an account of the Project Fund shall
be applied to the payment of principal and interest on the Series of Bonds for which such
account was established or to reimburse a Credit Facility Provider for the payment of
such principal and interest.
The date of completion of acquisition, construction and equipping of a Project
shall be filed by the Clerk with the Issuer. Promptly after the date of the completion of a
Project, and after paying or making provisions for the payment of all unpaid items of the
Costs of such Project, the Issuer shall apply any balance of moneys remaining in the
Project Fund in the following order of priority: (A) deposit such balance to any other
accOlUlt established in the Project Fund for which the Clerk certifies that there are
insufficient moneys to pay the Costs of the Project for which such account was
established, (B) deposit such balance to such other fund or account established hereunder
as shall be determined by the Issuer; provided the Issuer has received an opinion of Bond
Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of
interest on the Bonds (other than Taxable Bonds) from gross income for pur¡x>ses of
federal income taxation, and (C) apply such balance for any other lawful purpose;
provided the Issuer has received an opinion of Bond Counsel to the effect that such
application shall not adversely affect the exclusion, if any, of interest on the Bonds (other
than Taxable Bonds) from gross income for pur¡x>ses of federal income taxation
SECTION 4.03. CREATION OF SINKING FUND; APPLICATION OF
LIMITED AD VALOREM TAX. (A) There is hereby created the "Collier County,
Florida Limited General Obligation Bonds (Conservation Collier Program) Sinking
Fund" which shall be held in trust for the benefit of the Bondholders. There is hereby
ordered levied upon all the property taxable for such purpose within the Issuer, the
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Limited Ad Valorem Tax in an amount sufficient to produce amounts to pay the
principal, interest, charges of the Paying Agents and Registrars, and any other amounts
that are properly due and owing with respect to the repayment of the Bonds; provided,
however, that in no event shall the levy of the Limited Ad Valorem Tax be in excess of
one-quarter (1/4) of one mill on all taxable property within the Issuer. The Limited Ad
Valorem Tax levied pursuant to this Resolution as collected shall be paid over for deposit
into the Sinking Fund.
(B) Money in tœ Sinking Fund shall be used solely for the purpose of paying
the Annual Debt Service on the Bonds coming due (whether by maturity, scheduled
mandatory redemption or otherwise).
Moneys in the Sinking Fund shall be disbursed for (i) the payment of the interest
on the Bonds secured hereby as such interest falls due, (ii) the payment of the principal of
the Bonds secured hereby at their respective maturities, (iii) the payment of the
Redemption Price of Bonds being redeemed; (iv) the purchase of Bonds in the cpen
market, provided, however, the price paid shall not exceed the principal amount plus
accrued interest; and (v) the payment of the necessary charges for paying Bonds and
interest thereon.
(C) At least one business day prior to the date established for payment of any
principal of or interest on the Bonds, the Issuer shall withdraw from the Sinking Fund
sufficient moneys to pay such principal or interest and deposit such moneys with the
Paying Agent. Such deposits with the Paying Agent shall be made in moœys available to
make payments of the principal of and interest on the Bonds as the same becomes due.
SECTION 4.04. REBA TE FUND. Amounts on deposit in the Rebate Fund
shall be held in trust by the Issuer and used solely to make required rebates to the United
States (except to the extent the same may be transferred to the Issuer) and the
Bondholders shall have no right to have the same applied for debt service on the Bonds.
If the rebate requirements of Section 148(f) of the Code are applicable, the Issuer agrees
to undertake all actions required of it in its arbitrage certificate related to the Bonds,
including, but not limited to:
(A) making a determination in accordance with the Code of the amount
required to be deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into the Rebate
Fund;
(C) paying on the dates and in the manner required by the Code to the United
States Treasury from the Rebate Fund and any other legally available moneys of the
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Issuer such amounts as shall be required by the Code to be rebated to the United States
Treasury; and
(D) keeping such records of the determinations made pursuant to this Section
4.04 as shall be required by the Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate may be amended
without the consent of any Holder or the Credit Facility Provider from time to time as
shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the
Code.
SECTION 4.05. INVESTMENTS. Moneys on deposit in the Project Fund
and the Sinking Fund shall be continuously secured in the manner by which the deposit
of public funds are authorized to be secured by the laws of the State. Moneys on deposit
in the Project Fund and the Sinking Fund may be invested and reinvested in Authorized
Investments maturing not later than the date on which the moneys therein will be needed
for the purposes of such Funds. All investments shall be valued at market at least
annually. Any and all income received by the Issuer from the investment of moneys in
the Project Fund and the Sinking Fund shall be retained in such respective Fund. Nothing
contained in this Resolution shall prevent any Authorized Investments acquired as
investments of or security for funds held under this Resolution from being issued or held
in book-entry form on the books of the Department of the Treasury of the United States.
SECTION 4.06. SEPARATE ACCOUNTS. The moneys required to be
accounted for in each of the foregoing funds and accounts established herein may be
deposited in a single, non-exclusive bank account, and funds allocated to the various
funds and accounts established herein may be invested in a common investment pool,
provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the moneys on deposit therein and such investments for the
various purposes of such funds, accounts and subaccounts as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely
independent, self-balancing funds as such term is commonly defined and used in
governmental accounting, but rather is intended solely to constitute an earmarking of
certain revenues for certain purposes and to establish certain priorities for application of
such revenues as herein provided.
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ARTICLE V
ADDITIONAL BONDS AND COVENANTS OF ISSUER
SECTION 5.01. ISSUANCE OF ADDITIONAL BONDS. (A) No
Additional Bonds, payable from the Limited Ad Valorem Tax shall be issued except upon
the conditions and in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for anyone or more of the following purposes: financing or
refinancing the Costs of a Project, or the completion thereof, or refunding any or all
Outstanding Bonds or refunding any other indebtedness of the Issuer that may lawfully
be refunded with proceeds of Bonds.
(B) No such Additional Bonds shall be issued unless:
(i) no Event of Default (as specified in Section 6.01 hereof) shall have
occurred and be continuing hereunder, and
(ii) an Authorized Issuer Officer certifies that the amount of Limited Ad
Valorem Tax which would have been collected by the Issuer in the Fiscal Year
immediately preceding the Fiscal Year in which the Additional Bonds are
proposed to be issued had the full one-quarter (1/4) of one mill been levied, is at
least equal to 1.00 times the Maximum Annual Debt Service of the proposed
Additional Bonds and any Bonds that shall be Outstanding at the time of issuance
of such Additional Bonds.
(C) For the purpose of determining the Maximum Annual Debt Service under
this Section 5.01, the interest rate on additional parity Variable Rate Bonds then proposed
to be issued shall be deemed to be the Bond Buyer Revenue Bond Index most recently
published prior to the sale of such Additional Bonds.
(D) For the purpose of determining the Maximum Annual Debt Service under
this Section 5.01, the interest rate on Outstanding Variable Rate Bonds shall be deemed
to be (i) if such Variable Rate Bonds have been Outstanding for at least 12 months prior
to the date of sale of such Additional Bonds, the higher of (a) the actual rate of interest
borne by such Variable Rate Bonds on the date of sale, and (b) the average interest rate
borne by such Variable Rate Bonds during the 12-month period ¡receding the date of
sale, or (ii) if such Variable Rate Bonds have not been Outstanding for at least 12 months
prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of
interest borne by the Variable Rate Bonds on the date of sale, and (b) the Bond Buyer
Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
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(E) Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
provisions of this Resolution (except as to details of such Additional Bonds inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of all
Bonds issued pursuant to this Resolution.
(F) In the event any Additional Bonds are issued for the purpose of refunding
any Bonds then Outstanding, the conditions of Section 5.01(B) hereof shall not apply,
provided that the issuance of such Additional Bonds shall result in a reduction of
aggregate debt service.
(G) The Issuer agrees that at the time of issuing any Variable Rate Bonds it
shall establish the Maximum Interest Rate with respect thereto and a Maximum Interest
Rate with respect to amounts owed to the Credit Facility Provider which provides
liquidity for such Bonds. Any Credit Facility Provider which provides a Credit Facility
for liquidity purposes must be rated in one of the two highest short-term rating categories
assigned by each rating agency rating the Bonds secured by such Credit Facility.
SECTION 5.02. BOOKS AND RECORDS. The Issuer will keep books and
records of the receipt of the Limited Ad Valorem Tax in accordance with generally
accepted accounting principles, and any Credit Facility Provider, or Holder or Holders of
at least $1,000,000 aggregate principal amount of Bonds shall have the right at all
reasonable times to inspect the records, accounts and data of the Issuer relating thereto.
SECTION 5.03. NO IMPAIRMENT. The pledging of the Limited Ad
Valorem Tax in the manner provided herein shall not be subject to repeal, modification or
impairment by any subsequent ordinance, resolution, agreement or other proceedings of
the Issuer.
SECTION 5.04. FEDERAL INCOME TAX COVENANTS. (A) The Issuer
covenants with the Holders of the Bonds (other than Taxable Bonds) that it shall not use
the proceeds of the Bonds in any manner which would cause the interest on the Bonds to
be or become includable in gross income for purposes of federal income taxation.
(B) The Issuer covenants with the Holders of the Bonds (other than Taxable
Bonds) that neither the Issuer nor any Person under its control or direction will make any
use of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in
any manner which would cause the Bonds to be "arbitrage bonds" within the meaning of
the Code and neither the Issuer nor any other Person shall do any act or fail to do any act
which would cause the interest on the Bonds to become includable in gross income for
purposes of federal income taxation.
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(C) The Issuer hereby covenants with the Holders of the Bonds (other than
Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain
the exclusion of interest on the Bonds from gross income for purposes of federal income
taxation, including, in particular, the payment of any amount required to be rebated to the
U.S. Treasury pursuant to the Code.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEF AUL T. The following events shall each
constitute an "Event of Default":
(A) Default shall be made in the payment of the principal of or interest on any
Bond when due. In determining whether a payment default has occurred, no effect shall
be given to payment made under a Bond Insurance Policy.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by
the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any
act of bankruptcy, or adjudication of the Issuer as bankrupt, or assignment by the Issuer
for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by
the Issuer into an agreement of composition with its creditors, or the approval by a court
of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its
reorganization instituted under the provisions of the Federal Bankruptcy Code, as
amended, or under any similar act in any jurisdiction which may now be in effect or
hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of
the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for a
period of thirty (30) days after written notice of such default shall have been received
from the Holders of not less than twenty-five percent (25%) of the aggregate principal
amount of the Outstanding Bonds or any Insurer. Notwithstanding the foregoing, the
Issuer shall not be deemed in default hereunder if such default can be cured within a
reasonable period of time and if the Bsuer in good faith institutes curative action and
diligently pursues such action until the default has been corrected.
SECTION 6.02. REMEDIES. Any Holder of the Bonds or any trustee or
receiver acting for such Bondholders may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent jurisdiction, protect and
enforce any and all rights under the laws of the State of Florida, or granted and contained
in this Resolution, and may enforce and compel the performance of all duties required by
this Resolution or by any applicable statutes to be performed by the Issuer or by any
officer thereof; provided, however, that no Holder, Credit Facility Provider, trustee,
receiver or other person shall have the right to declare the Bonds immediately due and
payable,
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.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five per cent (25%) of the Bonds then Outstanding may by a duly executed
certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this
Resolution with authority to represent such Bondholders in any legal proceedings for the
enforcement and protection of the rights of such Bondholders and such certificate shall be
executed by such Bondholders or their duly authorized attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appointment, together with
evidence of the requisite signatures of the Holders of not less than twenty-five percent
(25%) in aggregate principal amount of Bonds Outstanding and the trust instrument under
which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee
and notice of appointment shall promptly be given to all Holders of Bonds by first class
mail, postage prepaid. After the appointment of the first trustee hereunder, no further
trustees may be appointed; however, the holders of a majority in aggregate principal
amount of all the Bonds then Outstanding may remove the trustee initially appointed and
appoint a successor and subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO RECEIVER AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding (or the Credit Facility Provider for any Series of Outstanding Bonds) have
the right, by an instrument or concurrent instruments in writing executed and delivered to
any receiver, to direct the method and place of conducting all remedial proceedings to be
taken by any receiver hereunder, provided that such direction shall not be otherwse than
in accordance with law or the provisions hereof, and that the trustee shall have the right
to decline to follow any such direction which in the opinion of such receiver would be
unjustly prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred
upon or reserved to the Bondholders is intended to be exclusive of any other remedy or
remedies, and each and every such remedy shall be cumulative, and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default, or an
acquiescence therein; and every power and remedy given by this Section 6.05 to the
Bondholders may be exercised from time to time, and as often as may be deemed
expedient. No Event of Default may be waived without the consent of each Credit
Facility Provider, which has honored all its obligations under its Credit Facility.
SECTION 6.06. APPLICA TION OF MONEYS AFTER DEF AUL T. If an
Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or
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receiver appointed for the purpose shall apply all Limited Ad Valorem Tax as follows
and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and
liabilities of the trustee or receiver, Registrar and Paying Agent hereunder; and
(B) To the payment of the interest and principal then due on the Bonds
(provided such payments are made in accordance with applicable law), as follows:
(1) Unless the principal of all the Bonds shall have become due and
payable, all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all
installments of interest then due, in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to pay in
full any particular installment, then to the payment ratably, according to the
amounts due on such installment, to the Persons entitled thereto, without
any discrimination or preference; and
SECOND: to the payment to the Persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due at
maturity in the order of their due dates, with interest upon such Bonds from
the respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular
date, together with such interest, then to the payment first of such interest,
ratably according to the amount of such interest due on such date, and then
to the payment of such principal, ratably according to the amount of such
principal due on such date, to the Persons entitled thereto without any
discrimination or preference.
(2) If the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied first, to payment of any unfunded rebatable
arbitrage, and second, to the payment of the principal and interest then due and
unpaid upon the Bonds, with interest thereon as aforesaid, without preference or
priority of principal over interest or of interest over principal, or of any installment
of interest over any other installment of interest, or of any Bond over any other
Bond, ratably, according to the amounts due respectively for principal and interest,
to the Persons entitled thereto without any discrimination or preference.
SECTION 6.07. CONTROL BY CREDIT FACILITY PROVIDER. To the
extent a Credit Facility Provider makes any payment of principal of or interest on Bonds
in accordance with its Credit Facility, such Credit Facility Provider shall become
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subrogated to the rights of the recipients of such payments in accordance with the terms
of its Credit Facility. Upon the occurrence and continuance of an Event of Default, a
Credit Facility Provider of a Series of Bonds, if such Credit Facility Provider shall not be
in payment default under its Credit Facility, shall be deemed to be the sole owner of such
Bonds for purposes of (A) directing and controlling the enforcement of all rights and
remedies with respect to such Series of Bonds, including any waiver of an Event of
Default and removal of any trustee, and (B) exercising any voting right or privilege or
giving any consent or direction or taking any other action that the Holders of such Bonds
are entitled to take pursuant to this Article VI hereof. No provision expressly recognizing
or granting rights in or to a Credit Facility Provider shall be modified without the consent
of such Credit Facility Provider. A Credit Facility Provider's rights under this Section
6.07 shall be suspended during any period in which such Credit Facility Provider is in
default in its payment obligations under its Credit Facility (except to the extent of
amounts previously paid by such Credit Facility Provider and due and owing to such
Credit Facility Provider) and shall be of no force or effect if its Credit Facility is no
longer in effect or if the Credit Facility Provider asserts that its Credit Facility is not in
effect or if the Credit Facility Provider waives such rights in writing. The rights granted
to a Credit Facility Provider under this Section 6.07 are granted in consideration of such
Credit Facility Provider issuing its Credit Facility. The Issuer shall provide each Credit
Facility Provider immediate notice of any Event of Default described in Section 6.01(A)
hereof and notice of any other Event of Default occurring hereunder within five days of
the occurrence thereof. Each Credit Facility Provider of any Bonds hereunder shall be
considered a third-party beneficiary to this Resolution with respect to such Bonds.
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENT AL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may
adopt such Supplemental Resolutions without the consent of the Bondholders (which
Supplemental Resolution shall thereafter form a part hereof) for any of the following
purposes:
(A) To cure any ambiguity or fonnal defect or omission or to correct any
inconsistent provisions in this Resolution or to clarify any matters or questions arising
hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution other conditions, limitations and
restrictions thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution
other covenants and agreements thereafter to be observed by the Issuer or to surrender
any right or power herein reserved to or conferred upon the Issuer.
(E) To specify and determine any matters and things relative to such Bonds
which are not contrary to or inconsistent with this Resolution as theretofore in effect, or
to amend, modify or rescind any such authorization, specification or determination at any
time prior to the first delivery of such Bonds.
(F) To specify and detennine the matters and things referred to in Sections
2.01,2.02,2.10 or 5.01 hereof, and also any other Imtters and things relative to such
Bonds which are not contrary to or inconsistent with this Resolution as theretofore in
effect, or to amend, modify or rescind any such authorization, specification or
determination at any time prior to the first delivery of such Bonds.
(G) To authorize Additional Bonds or Projects.
(H) To make any other change that, in the opinion of the Issuer, would not
materially adversely affect the security for the Bonds.
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SECTION 7.02, SUPPLEMENTAL RESOLUTION WITH
BONDHOLDERS' AND CREDIT FACILITY PROVIDER'S CONSENT. Subject to
the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof,
the Holder or Holders of not less than a majority in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time, anything contained in this
Resolution to the contrary notwithstanding, to consent to and approve the adoption of
such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or
desirable by the Issuer for the purpose of supplementing, modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions contained in this
Resolution; provided, however, that if such modification or amendment will, by its terms,
not take effect so long as any Bonds of any maturity remain Outstanding, the consent of
the Holders of such Bonds shall not be required and such Bonds shall not be deemed to
be Outstanding for the purpose of any calculation of Outstanding Bonds under this
Section 7.02. Any Supplemental Resolution which is adopted in accordance with the
provisions of this Section 7.02 shall also require the written consent of the Insurer. No
Supplemental Resolution may be approved or adopted which shall permit or require (A)
an extension of the maturity of the principal of or the payment of the interest on any
Bond issued hereunder, (B) reduction in the principal amount of any Bond or the rate of
interest thereon, (C) the creation of a lien upon or a pledge of the Limited Ad Valorem
Tax other than the lien and pledge created by this Resolution or as otherwise permitted
hereby, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds,
or (E) a reduction in the aggregate principal amount of the Bonds required for consent to
such Supplemental Resolution. Nothing herein contained, however, shall be construed as
making necessary the approval by Bondholders or a Credit Facility Provider of the
adoption of any Supplemental Resolution as authorized in Section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt
any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the
Registrar to give notice of the proposed adoption of such Supplemental Resolution and
the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at
their addresses as they appear on the registration books and to all Insurers of Bonds
Outstanding. Such notice shall briefly set forth the nature of the proposed Supplemental
Resolution and shall state that copies thereof are on file at the offices of the Clerk and the
Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to
any liability to any Bondholder by reason of its failure to cause the notice required by this
Section 7.02 to be mailed and any such failure shall not affect the validity of such
Supplemental Resolution when consented to and approved as provided in this Section
7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
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principal amount of the Bonds then Outstanding, which instrument or instruments shall
refer to the proposed Supplemental Resolution described in such notice and shall
specifically consent to and approve the adoption thereof in substantially the form of the
copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may
adopt such Supplemental Resolution in substantially such form, without liability or
responsibility to any Holder of any Bond, whether or not such Holder shall have
consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the
Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall
have consented to and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such Supplemental Resolution,
or to object to any of the terms and provisions contained therein or the operation thereof,
or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain
the Issuer from adopting the same or from taking any action pursuant to the provisions
thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of
this Section 7.02, this Resolution shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under this
Resolution of the Issuer and all !-bIders of Bonds then Outstanding shall thereafter be
determined, exercised and enforced in all respects under the provisions of this Resolution
as so modified and amended.
SECTION 7.03. AMENDMENT WITH CONSENT OF CREDIT
FACILITY PROVIDER ONLY. For purposes of amending this Resolution pursuant to
Section 7.02 hereof, a Credit Facility Provider of a Series of Bonds shall be considered
the Holder thereof, provided such Series of Bonds, at the time of the adoption of the
amendment, shall be rated by the rating agencies which shall have rated the Bonds no
lower than the initial ratings assigned thereto by such rating agencies. The consent of the
Holders of Bonds shall not be required if the Credit Facility Provider shall consent to the
amendment as provided by this Section 7.03. The foregoing right of amendment,
however, does not apply to any amendment to Section 5.04 hereof with respect to the
exclusion of interest on the Bonds from gross income for purposes of federal income
taxation or the amendments described in the penultimate sentence of the first paragraph
of Section 7.02 hereof. Prior to adoption of any amendment made pursuant to this Section
7.03, notice of such amendment shall be delivered to the rating agencies rating the Bonds.
Upon filing with the Clerk of evidence of such consent of a Credit Facility Provider as
aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the
Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same
manner as notice of an amendment under Section 7.02 hereof.
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ARTICLE VIII
PROVISIONS RELATING TO THE BOND INSURANCE
POLICY AND INSURER FOR THE SERIES 2005A BONDS
SECTION 8.01 MUNICIPAL BOND INSURANCE. Subject in all respects
to the award of the Series 2005A Bonds in accordance with this Resolution and the
Official Notice of Sale, the Issuer hereby authorizes the payment of the principal of and
interest on the Series 2005A Bonds to be insured pursuant to the Bond Insurance Policy
issued by Ambac Assurance Corporation ("Ambac Assurance" or the "Insurer"). The
Chair is hereby authorized to execute such documents and instruments necessary to cause
Ambac Assurance to insure the Series 2005A Bonds. Ambac Assurance shall be deemed
to be an Insurer and a Credit Facility Provider pursuant to this Resolution.
SECTION 8.02. PROVISIONS RELATING TO BOND INSURANCE
POLICY. (A) The commitment from Ambac Assurance to issue its Bond Insurance
Policy with respect to the Series 2005A Bonds is hereby approved and authorized and
payment for the premium for such insurance is hereby authorized from proceeds of the
Series 2005A Bonds. A statement of insurance is hereby authorized to be printed on or
attached to the Series 2005A Bonds for the benefit and information of the Bondholders of
the Series 2005A Bonds.
(B) Subject in all respects to the award of the Series 2005A Bonds in
accordance with this Resolution and the Official Notice of Sale, so long as the Bond
Insurance Policy issued by Ambac Assurance is in full force and effect and Ambac
Assurance has not defaulted in its payment obligations under the Bond Insurance Policy,
the Issuer agrees to comply with the following provisions:
(1) Notices to be given to Ambac Assurance. The Issuer or the Paying
Agent shall furnish to Ambac Assurance, upon request (to the attention of the
Surveillance Department, unless otherwise indicated), the following:
(a) as soon as practicable after the filing thereof, a copy of any
financial statement of the Issuer and a copy of any audit and annual report
of the Issuer;
(b) a copy of any notice to be given to the registered owners of
the Series 2005A Bonds, including, without limitation, notice of any
redemption of or defeasance of Series 2005A Bonds, and any certificate
rendered pursuant to this Resolution relating to the security for the Series
2005A Bonds;
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(c) To the extent that the Issuer has entered into a continuing
disclosure agreement with respect to the Series 2005A Bonds, Ambac
Assurance shall be included as party to be notified; and
(d) such additional information Ambac Assurance may
reasonably request.
The Paying Agent or Issuer shall notify Ambac Assurance (to the attention
of the General Counsel Office) of any failure of the Issuer to provide any relevant
notices, certificates, etc.
The Issuer will permit Ambac Assurance to discuss the affairs, finances and
accounts of the Issuer or any information Ambac Assurance may reasonably
request regarding the security for the Series 2005A Bonds with appropriate
officers of the Issuer. The Paying Agent or Issuer will permit Ambac Assurance
to have access to and to make copies of all books and records relating to the Series
2005A Bonds at any reasonable time.
Notwithstanding any other provision of this Resolution, the Issuer shall
immediately notify Ambac Assurance (to the attention of the General Counsel
Office) if at any time there are insufficient moneys to make any payments of
principal and/or interest as required and immediately upon the occurrence of any
event of default under this Resolution.
(2) Payment Procedure Pursuant to Bond Insurance Policy. As long as
the Bond Insurance Policy shall be in full force and effect, the Issuer and the
Paying Agent agree to comply with the following provisions:
(a) at least one (1) day prior to all Interest Dates the Paying
Agent or the Issuer will determine whether there will be sufficient funds in
the funds and accounts established under this Resolution to pay the
principal of or interest on the Series 2005A Bonds on such Interest Date. If
the Paying Agent or the Issuer determine s that there will be insufficient
funds in such funds or accounts, the Paying Agent or the Issuer shall so
notify Ambac Assurance. Such notice shall specify the amount of the
anticipated deficiency, the Series 2005A Bonds to which such deficiency is
applicable and whether such Series 2005A Bonds will be deficient as to
principal or interest, or both. If the Paying Agent or the Issuer has not so
notified Ambac Assurance at least one (1) day prior to an Interest Date,
Ambac Assurance will make payments of ITincipal or interest due on the
Series 2005A Bonds on or before the first (1 st) day next following the date
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on which Ambac Assurance shall have received notice of nonpayment from
the Paying Agent or the Issuer.
(b) the Registrar or the Paying Agent shall, after notice has been
given to Ambac Assurance as provided in (2)(a) above, make available to
Ambac Assurance and, at Ambac Assurance's direction, to The Bank of
New York, in New York, New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the
registration books of the Issuer maintained by the Registrar and all records
relating to the funds and accounts maintained under this Resolution.
( c) the Paying Agent or the Registrar shall provide Ambac
Assurance and the Insurance Trustee with a list of registered owners of
Series 2005A Bonds entitled to receive principal or interest payments from
Ambac Assurance under the terms of the Bond Insurance Policy, and shall
make arrangements with the Insurance Trustee (i) to mail checks or drafts
to the registered owners of the Series 2005A Bonds entitled to receive full
or partial interest payments from Ambac Assurance and (ii) to pay principal
upon the Series 2005A Bonds surrendered to the Insurance Trustee by the
registered owners of the Series 2005A Bonds entitled to receive full or
partial principal payments from Ambac Assurance.
(d) the Paying Agent or Registrar shall, at the time it provides
notice to Ambac Assurance pursuant to (2)(a) above, notify registered
owners of Series 2005A Bonds entitled to receive the payment of principal
or interest thereon from Ambac Assurance (i) as to the fact of such
entitlement, (ii) that Ambac Assurance will remit to them all or a part of the
interest payments next coming due upon proof of Series 2005A Bondholder
entitlement to interest payments and delivery to the Insurance Trustee, in
form satisfactory to the Insurance Trustee, of an appropriate assignment of
the registered owner's right to payment, (iii) that should they be entitled to
receive full payment of principal from Ambac Assurance, they must
surrender their Series 2005A Bonds (along with an appropriate instrument
of assignment in form satisfactory to the Insurance Trustee to permit
ownership of such Series 2005A Bonds to be registered in the name of
Ambac Assurance) for payment to the Insurance Trustee, and not the
Paying Agent, and (iv) that should they be entitled to receive partial
payment of principal from Ambac Assurance they must surrender their
Series 2005A Bonds for payment thereon first to the Paying Agent who
shall note on such Series 2005A Bonds the portion of the principal paid by
the Paying Agent and then, along with an appropriate instrument oft
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."...
assignment in form satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaid portion of principal.
( e) in the event that the Paying Agent has notice that any
payment of principal of or interest on a Series 2005A Bond which has
become due for payment and which is made to a Series 2005A Bondholder
by or on behalf of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United
States Bankruptcy Code by a trustee in bankruptcy in accordance with the
final, nonappealable crder of a court having competent jurisdiction, the
Paying Agent shall, at the time Ambac Assurance is notified pursuant to ( a)
above, notify all registered owners that in the event that any registered
owner's payment is so recovered, such registered owner will be entitled to
payment from Ambac Assurance to the extent of such recovery if sufficient
funds are not otherwise available, and the Paying Agent shall furnish to
Ambac Assurance its records evidencing the payments of principal of and
interest on the Series 2005A Bonds which have been made by the Paying
Agent and subsequently recovered from registered owners and the dates on
which such payments were made.
(t) in addition to those rights granted Ambac Assurance under
this Resolution, Ambac Assurance shall, to the extent it makes payment of
principal of or interest on Series 2005A Bonds, become subrogated to the
rights of the recipients of such payments in accordance with the terms of
the Bond Insurance Policy, and to evidence such subrogation (i) in the case
of subrogation as to claims for past due interest, the Registrar shall note
Ambac Assurance's rights as subrogee on the registration books of the
Issuer maintained by the Registrar upon receipt from Ambac Assurance of
proof of the payment of interest thereon to the registered owners of the
Series 2005ABonds, and (ii) in the case of subrogation as to claims for past
due principal, the Registrar shall note Ambac Assurance's rights as
subrogee on the registration books of the Issuer maintained by the Registrar
upon surrender of the Series 2005A Bonds by the registered owners thereof
together with proof of the payment of principal thereof.
(3) Consent of Ambac Assurance. Any provision of this Resolution
expressly recognizing or granting rights in or to Ambac Assurance may not be
amended in any manner which affects the rights of Ambac Assurance hereunder
without the prior written consent of Ambac Assurance. Ambac Assurance
reserves the right to charge the Issuer a fee for any consent or amendment to this
Resolution while the Bond Insurance Policy is outstanding.
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(4) Consent of Ambac Assurance in Addition to Bondholder's Consent.
Unless otherwise provided in this Section, Ambac Assurance's consent shall be
required in addition to Series 2005A Bondholder consent when Series 2005A
Bondholder consent is required for the following purposes: (a) execution and
delivery of any Supplemental Resolution; (b) removal of the Paying Agent and
selection and appointment of any successor trustee or paying agent; and (c)
initiation or approval of any action not described in (a) or (b) above which requires
consent of the Series 2005ABondholders.
(5) Consent of Ambac Assurance in the Event of Insolvency. Any
reorganization or liquidation plan with respect to the Issuer must be acceptable to
Ambac Assurance. In the event of any reorganization or liquidation, Ambac
Assurance shall have the right to vote on behalf of all Holders of Series 2005A
Bonds absent a default by Ambac Assurance under the Bond Insurance Policy.
(6) Consent of Ambac Assurance Upon Default. Anything in this
Resolution to the contrary notwithstanding, upon the occurrence and continuance
of an event of default as described in this Resolution, Ambac Assurance shall be
entitled to control and direct the enforcement of all rights and remedies granted to
the Series 2005A Bondholders or the Paying Agent for the benefit of the Series
2005A Bondholders under this Resolution.
(7) Provisions Concerning the Paying Agent.
(a) The Paying Agent may be removed at any time, at the request
of Ambac Assurance, for any breach of the trust set forth herein.
(b) Ambac Assurance shall receive prior written notice of any
Paying Agent resignation or removal.
(c) Every successor Paying Agent appointed pursuant to this
Resolution shall be a trust company or bank in good standing located in or
incorporated under the laws of the State, duly authorized to exercise trust
powers and subject to examination by federal or state authority, having a
reported capital and surplus of not less than $75,000,000 and acceptable to
Ambac Assurance.
(d) Notwithstanding any other provision of this Resolution, in
determining whether the rights of the Series 2005A Bondholders will be
adversely affected by any action taken pursuant to the terms and provisions
of this Resolution, the Paying Agent shall consider the effect on the Series
2005ABondholders as if there were no Bond Insurance Policy.
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108
tf/I!
~~
(e) Notwithstanding any other provision of this Resolution, no
removal, resignation or termination of the Paying Age nt shall take effect
until a successor, acceptable to Ambac Assurance, shall be appointed.
(8) Interested Parties. To the extent that this Resolution confers upon
or gives or grants to Ambac Assurance any right, remedy or claim under or by
reason of this Resolution, Ambac Assurance is thereby explicitly recognized as
being a third-party beneficiary hereunder and may enforce any such right, remedy
or claim conferred, given or granted hereunder. Nothing in this Resolution,
expressed or implied, is intended or shall be construed to confer upon, or to give
or grant to, any person or entity, other than the Issuer, the Paying Agent, Ambac
Assurance, the Insurer and the registered owners of the Series 2005A Bonds, any
right, remedy or claim under or by reason of this Resolution or any covenant,
condition or stipulation hereof, and all covenants, stipulations, promises and
agreements in this Resolution contained by and on behalf of the Issuer shall be for
the sole and exclusive benefit of the Issuer, the Paying Agent, Ambac Assurance,
the Insurer and the registered owners of the Series 2005ABonds.
(9) Defeasance. Notwithstanding anything in this Resolution to the
contrary, in the event that the principal and/or interest due on the Series 2005A
Bonds shall be paid by Ambac Assurance pursuant to the Bond Insurance Policy,
the Series 2005A Bonds shall remain outstanding for all purposes, not be defeased
or otherwise satisfied and not be considered paid by the Issuer, and the assignment
and pledge of the Pledged Funds and all covenants, agreements and other
obligations of the Issuer to the registered owners shall continue to exist and shall
run to the benefit of Ambac Assurance, and Ambac Assurance shall be subrogated
to the rights of such registered owners.
48
--.,.
108
~::
~.'
ARTICLE IX
DEFEASANCE
SECTION 9.01. DEFEASANCE. If (A) the Issuer shall payor cause to be
paid or there shall otherwise be paid to the Holders of any Series of Bonds the principal
and interest or Redemption Price due or to become due thereon, at the times and in the
manner stipulated therein and in this Resolution, and (ii) the Issuer shall pay all amounts
owing to any Credit Facility Provider issuing a Credit Facility with respect to such Series
of Bonds, and all covenants, agreements and other obligations of the Issuer to the holders
of such Series of Bonds, shall thereupon cease, terminate and become void and be
discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to this Resolution which are not
required for payment or redemption of any Series of Bonds not theretofore surrendered
for such payment or redemption.
Any Bonds or interest installments appertaining thereto shall be deemed to have
been paid within the meaning of this Section 9.01 if there shall have been deposited in
irrevocable trust with a banking institution or trust company by or on behalf of the Issuer
either moneys in an amount which shall be sufficient, or Federal Securities verified by an
independent certified public accountant to be in such amount that the principal of and the
interest on or redemption price which when due will provide moneys which, together
with the moneys, if any, deposited with such banking institution or trust company at the
same time shall be sufficient, to pay the principal of and interest due and to become due
on said Bonds on and prior to the maturity date thereof. Except as hereafter provided,
neither the Federal Securities nor any moneys so deposited with such banking institution
or trust company nor any moneys received by such bank or trust company on account of
principal of or redemption price, if applicable, or interest on said Federal Securities shall
be withdrawn or used for any purpose other than, and all such moneys shall be held in
trust for and be applied to, the payment, when due, of the principal of or redemption price
of the Bonds for the payment of which they were deposited and the interest accruing
thereon to the date of maturity; provided, however, the Issuer may substitute new Federal
Securities and moneys for the deposited Federal Securities and moneys if the new Federal
Securities and moneys are sufficient to pay the principal of and interest on or redemption
price of the refunded Bonds.
For purposes of determining whether Variable Rate Bonds shall be deemed to
have been paid prior to the maturity or the redemption date thereof, as the case may be,
by the deposit of moneys, or specified Federal Securities and moneys, if any, in
accordance with this Section 9.01, the interest to come due on such Variable Rate Bonds
on or prior to the maturity or redemption date thereof, as the case may be, shall be
49
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calculated at the Maximum Interest Rate; provided, however, that if on any date, as a
result of such Variable Rate Bonds rnving borne interest at less than the Maximum
Interest Rate for any period, the total amount of moneys and specified Federal Securities
on deposit for the payment of interest on such Variable Rate Bonds is in excess of the
total amount which would have been required to be deposited on such date in respect of
such Variable Rate Bonds in order to satisfy this Section 9.01, such excess shall be paid
to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or
otherwise existing tn1der this Resolution.
If Bonds are not to be redeemed or paid within 60 days after any such defeasance
described in this Section 9.01, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 9.01 of moneys or
Federal Securities has been made and said Bonds are deemed to be paid in accordance
with the provisions of this Section 9.01 and stating such maturity date upon which
moneys are to be available for the payment of the principal of and interest on or
redemption price of said Bonds. Failure to provide said notice shall not affect the Bonds
being deemed to have been paid in accordance with the provisions of this Section 9.01.
Notwithstanding anything herein to the contrary, in the event that the principal of
or interest due on the Bonds shall be paid by a Credit Facility Provider, such Bonds shall
remain Outstanding, shall not be defeased or otherwise satisfied and shall not be
considered paid by the Issuer, and the pledge of the Limited Ad Valorem Tax and all
covenants, agreements and other obligations of the Issuer to the Bondholders shall
continue to exist and Credit Facility Provider shall be subrogated to the rights of such
Bondholders.
[Remainder of page intentionally left blank]
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ARTICLE X
PROVISIONS RELATING TO SERIES 200SABONDS
SECTION 10.01. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit B and the terms and provisions thereof are
hereby authorized and approved. The Chair is hereby authorized to make such changes,
insertions and modifications as he or she shall deem necessary prior to the advertisement
of such Official Notice of Sale or a summary thereof. The Chair is hereby authorized to
advertise and publish the Official Notice of Sale or a summary thereof at such time as he
or she shall deem necessary and appropriate, upon the advice of the Financial Advisor, to
accomplish the competitive sale of the Series 2005A Bonds in accordance with applicable
law.
SECTION 10.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL
STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the
Preliminary Official Statement in substantially the form attached hereto as Exhibit C in
connection with the offering of the Series 2005A 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.
(B) The form, terms and provisions of the Official Statement relating to the
Series 2005A Bonds shall be substantially as set forth in the Preliminary Official
Statement and shall include all of the specific financial terms of the Series 2005A Bonds.
Subject in all respects to the award of the Series 2005A Bonds in accordance with this
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 winning bidder 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 2005A Bonds to the public. Execution by the Chair of the Official Statement shall
be deemed to be conclusive evidence of approval of such changes.
51
10 8
SECTION 10.03. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the award of the Series 2005A Bonds in
accordance with this 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 2005A 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 10.03 and by this Resolution.
SECTION 10.04. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the award of the Series 2005A Bonds in accordance with this 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 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 dated date of the Series
2005A Bonds, as it may be amended from time to time in a;cordance with the terms
thereof. The Continuing Disclosure Certificate shall be substantially in the form of
Exhibit D hereto with such changes, amendments, modifications, omissions and additions
as shall be approved by the Chair who is hereby authorized to execute and deliver such
Certificate. Notwithstanding any other provision of this Resolution, failure of the Issuer
to comply with such Continuing Disclosure Certificate shall not be considered an Event
of Default under this Resolution; provided, however, to the extent permitted by law, the
sole and exclusive remedy of any Series 2005A Bondholder for the enforcement of the
provisions of the Continuing Disclosure Certificate shall be an action for mandamus or
specific performance, as applicable, by court order, to cause the Issuer to comply with its
obligations under this Section 10.04 and the Continuing Disclosure Certificate. For
purposes of this Section 10.04, "Series 2005A 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 2005A Bonds (including persons holding such Bonds through
nominees, depositories or other intermediaries), or (B) is treated as the owner of any such
Bond for federal income tax purposes.
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¡~
ARTICLE XI
MISCELLANEOUS
SECTION 11.01. CAPITAL APPRECIATION BONDS. For the purposes of
(A) receiving payment of the Redemption Price if a Capital Appreciation Bond is
redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond if
the principal of all Bonds becomes due and payable under the provisions of this
Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital
Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent
the Bondholders any notice, consent, request or demand pursuant to this Resolution for
any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be
deemed to be its Accreted Value.
SECTION 11.02. SALE OF BONDS. The Bonds shall be issued and sold at
public or private sale at one time or in installments from time to time and at such price or
prices as shall be consistent with the provisions of the Act, the requirements of this
Resolution and other applicable provisions of law.
SECTION 11.03. GENERAL AUTHORITY. The members of the Board 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 Resolution or the Bond Insurance Policy
or which are desirable or consistent with the requirements of this Resolution or the Bond
Insurance Policy for the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Bonds and this Resolution,
including the execution of any documents or instruments relating to insuring payment of
the Bonds, and each member, employee, attorney and officer of the Issuer or the Issuer
are hereby authorized and directed to execute and deliver any and all papers and
instruments and to be and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated hereunder. If the Chair is
unavailable or unable at any time to perform any duties or functions hereunder, the Vice-
Chair is hereby authorized and directed to act on his or her behalf.
SECTION 11.04. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions of this Resolution shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements and provisions of
this Resolution and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or of the Bonds issued hereunder.
53
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,.
SECTION 11.05. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 11.06. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its enactment in accordance with law,
DULY ADOPTED, in Regular Session this 14th day of December, 2004.
(SEAL)
COLLIER COUNTY, FLORIDA
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Chair
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EXHIBIT A
GENERAL DESCRIPTION OF THE 2005A PROJECT
The 2005A 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 of approximately 80 acres of real property commonly known as the
Malt Property (Tax Identification Number0074196000l)
· acquisition of approximately 80 acres of real property commonly known as the
Talon Property (Tax Identification Number 00222280705)
· acquisition of approximately 13 acres out of approximately 45.24 acres of real
property commonly known as the Fleischmann Property (Tax Identification
Number 13800022000)
· acquisition of a portion of the real property described on Schedule I attached
hereto which specific acquisitions shall be approved by the Board
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10 B
EXHIBIT B
FORM OF OFFICIAL NOTICE OF SALE
.""
,~,
OFFICIAL NOTICE OF SALE
$35,370,000*
Collier County, Florida
Limited General Obligation Bonds
(Conservation Collier Program), Series 2005
Electronic Bids, as Described Herein
Will Be Accepted Until
10:00 am., Eastern Daylight Savings Time, January 18,2005*
* Preliminary, subject to change,
lOB
.~
6,,'
Collier County - Limited General Obligation Bonds -NOS
Page J
10 8
OFFICIAL NOTICE OF SALE
$35,370,000*
Collier County, Florida
Limited General Obligation Bonds
(Conservation Collier Program), 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: Tuesday, January 18,2005*
TIME: 10:00 A.M. Eastern Daylight Savings Time*
ELECTRONIC BIDS: May be submitted only through Bidcomp/Parity Competitive Bidding
System ( "PARITY") as described below. No other form of bid or
provider of electronic bidding services will be accepted.
GENERAL
Bids will be received for the purchase of all, but not less than all, of the $35,370,000*
Limited General Obligation Bonds (Conservation Collier Program), 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 finance the
acquisition of certain environmentally sensitive lands within the County and pay certain costs
and expenses related to the issuance of the Bonds. The Bonds are more particularly described in
the Preliminary Official Statement dated January _,2005 (the "Preliminary Official Statement')
relating to the Bonds, available at J.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 principal amount of
the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time,
or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer
news service at the internet website address www.tm3.com not later than Noon, Eastern Daylight
Savings Time, on the day preceding the bid opening or as soon as practicable. Such notice will
specify the revised principal amount or terms, if any, and any later date or time selected for the
sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later
public sale may be held at the hour, in the manner, and on such date as communicated upon at
least twenty-four (24) hours notice via The Bond Buyer news service at the internet website
address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the
principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF
AMOUNTS AND MATURITIES."
>I< Pre1iminary, subject to change
Collier County - Limited General Obligation Bonds -NOS
Page 2
lOB
i/ío'
4t
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 bidders and the County shall not be responsible, directly or indirectly, for
any such costs or expenses. If a prospective bidder encounters any difficulty in submitting,
modifying or withdrawing a bid for the Bonds, the prospective bidder should immediately
telephone PARITY at 212-404-8102 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 amounts shown
on the Summary Table as serial bonds.
REDEMPTION
The Bonds are not subject to redemption prior to maturity.
STRUCTURE
Bidders are not permitted to term any of the Bonds. All Bonds must remain in serial
form.
Collier County - Limited General Obligation Bonds -NOS
Page 3
lOB
"
'.
SECURITY
Payment of the principal of and interest on the Bonds will be payable solely from and
secured by a pledge of the Limited Ad Valorem Tax, as described in the Bond Resolution.
Limited Ad Valorem Tax refers to an ad valorem tax levied in an arrount not to exceed one-
quarter (1/4) of one mill upon all taxable property within the County; provided, however, that in
no event shall the holder or holders of the Bonds ever have the right to compel the full faith,
credit and resources of the County in an amount in excess of one-quarter (1/4) of one mill.
Collier County - Limited General Obligation Bonds -NOS
Page 4
Summary Table*
I 0 8'1
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 (January 1):
Year Principal Amount*
2006 3,780,000
2007 4,210,000
2008 4,285,000
2009 4,375,000
Interest Calculation
Ratings:
Moody's
S&P
Bidding Parameters
Sale Date
Bidding Method
All or none vs. Maturity-by Maturity
Bid A ward Method
Bid Confirmation
Bid Award
Good Faith Deposit
Coupon Multiples
Maximum Coupon
Minimum Coupon
Optional Redemption
Term Bonds
Maximum Reoffering Price:
Minimum Reoffering Price:
Insurance
Adjustment Parameters
Principal Increases:
Principal Reductions :
Maturity
Aggregate
Maturity
Aggregate
Maturity
Aggregate
Maturity
Aggregate
Date of Delivery
February 2, 2005*
January 1 and July 1, commencing July 1, 2005
Year
2010
2011
2012
2013
Principal Amount*
4,485,000
4,605,000
4,740,000
4,890,000
360-day year of twelve 30-day months
A3
AA-
January 18,2005*
PARITY
All-or-none
Lowest true interest cost
Fax signed Official Confirmation of Bid Form
As soon as practicable on day of sale
$350,000; Surety bond required prior to bid
1/8 or 1/20 of 1 %
5.25%
None
No
No
Unlimited
Unlimited
98,0%
99.0%
Yes, all maturities, by
premium to be paid by the County
(as required to fund project requirements)
Unlimited
Unlimited
Unlimited
Unlimited
Collier County - Limited General Obligation Bonds -NOS
Page 5
lOB
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 to increase or decrease the principal amount of the Bonds to
meet the County's project funding objectives, all subject to the limitations set forth above.
In the event that the principal amount of any maturity of the Bonds is revised after the
award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on
the Bonds as submitted by the successful bidder shall be held constant. The "Underwriter's
Discount" shall be defined as the difference between the purchase price of the Bonds submitted
by tre bidder and the price at which the Bonds will be issued to the public, calculated fom
information provided by the bidder, divided by the par amount ofthe Bonds bid.
FORM AND PAYMENT
The Bonds will be Bsued 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
("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 slCh 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.
Collier County - Limited General Obligation Bonds -NOS
Page 6
lOB
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@publicfm.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
shall enter into a contractual relationship with all participating underwriters for the purpose of
assuring the receipt and distribution by each participating underwriter ofthe 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.
Collier County - Limited General Obligation Bonds -NOS
Page 7
1 0 B .,....~
..
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 srnmitted via PARITY shall be deemed an irrevocable offer in
response to this Official Notice of Sale and shall be binding upon the bidder as if made by a
signed, sealed bid delivered to the County. All bids remain firm until an award is made. The
successful bidder must confirm the details of such bid by a signed Official Confirmation of Bid
Form delivered by fax to Public Financial Management, Inc. at 239-939-1220 no later than one
hour after being notified by the County of being the winning bidder, the original of which must
be received by Public Financial Management, Inc., 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
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, sheltonl@publicfm.com
Collier County - Limited General Obligation Bonds -NOS
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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 borre by the purchaser. The County intends to conduct the closing in
Naples, Florida.
RIGHT OF CANCELLATION
The successful bidder will have the right, at its option, to cancel its obligation to purchase
the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within
60 days from the date of sale thereof, and in such event the successful 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
Summary Table to secure the County against any loss resulting from a failure of the successful
bidder to take up and pay Dr 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.
Collier County - Limited General Obligation Bond5 -NOS
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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 requirement.
The Good Faith Deposit so wired will be retained by the County until the delivery of such
Bonds, at which time the good faith deposit will be applied against the purchase price of such
Bonds or the good faith deposit will be retained by the County as partial liquidated damages in
the event of the failure of the successful bidder to take up and pay for such Bonds in compliance
with the terms of the Official Notice of Sale and of its bid. The County will pay no interest on
the good faith deposit. The balance of the purchase price must be wired in federal funds to the
account detailed in the closing memorandum provided by the County to the successful purchaser,
simultaneously with delivery of such Bonds.
CUSIP NUMBERS
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to
print such numbers on any Bonds nor any error with respect thereto will constitute cause for a
failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds, Bond
Counsel will not review or express any opinion as to the correctness of such CUSIP numbers.
The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the
Bonds. The successful bidder will be responsible for applying for and obtaining CUSIP numbers
for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be
paid for by the County; provided, however, that the CUSIP Service Bureau charge for the
assignment of said numbers will be the responsibility of and will be paid for by the successful
bidder.
BLUE SKY
The County has not undertaken to register the Bonds under the securities laws of any
state, nor investigated the eligibility of any institution or person to 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 ITom registration or,
wherever necessary, the successful bidder will register the Bonds in accordance with the
securities laws of the state in which the Bonds are offered or sold. The County agrees to
cooperate with the successful bidder, at the bidder's written request and expense, in registering
the Bonds or obtaining an exemption from registration in any state where such action is
necessary; provided, however, that the County shall not be required to consent to suit or to
service of process in any jurisdiction.
DISCLOSURE OBLIGATIONS OF THE PURCHASER
Section 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 amnection 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.
Collier County - Limited General Obligation Bonds -NOS
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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 of the Bonds in accordance
with Section 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 the ir 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 Boms, based
upon their assessment of the then prevailing market conditions, they had no reason to believe any
of the Bonds would be sold to the public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at prices greater than or
yields 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 tre 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 ofthe
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 Stateme nt 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
Collier County - Limited General Obligation Bonds -NOS
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EXHIBIT A
FORM OF TRUTH-IN-BONDING STATEMENT
January _, 2005
Board of County Commissioners
Collier County, Florida
Re: $35,370,000 Collier County, Florida Limited General Obligation Bonds
(Conservation Collier Program), Series 2005
Dear Commissioners:
The purpose of the following two paragraphs is to furnish, pursuant to the provisions of
Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement
required thereby, as follows:
(a) The County is proposing to issue $ principal amount of the above-
referenced Bonds for the principal purposes of (i) financing the acquisition of certain
environmentally sensitive land within the County, and (ii) paying certain costs and
expenses related to the issuance of the Bonds. 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 of repayment or
security for the bonds is the Half Cent Sales Tax (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 -Li1tÚted General Obligation Bonds -NOS
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OFFICIAL CONFIRMATION OF BID FORM
$35,370,000
Collier County, Florida
Limited General Obligation Bonds
(Conservation Collier), Series 2005
The undersigned hereby offer to purchase all of the Collier County, Florida Limited General
Obligation Bonds (Conservation Collier), Series 2005, to be dated as ofthe date of delivery (expected to
be February 2, 2005), described in the attached Offic ial Notice of Sale and the Preliminary Official
Statement referred to therein, which by reference is made part of this bid, for all but not less than all of
said Series 2005 Bonds and will pay therefor, at the time of delivery, in immediately available Federal
Reserve Funds Dollars
($
), bearing interest at the following rates per annum:
Year Principal Interest Reoffering
(October 1) Amount Rate Price or Yield
2006 3,780,000
2007 4,210,000
2008 4,285,000
2009 4,375,000
2010 4,485,000
2011 4,605,000
2012 4,740,000
2013 4,890,000
GOOD FAITH DEPOSIT
In accordance with the attached Official Notice of Sale, we are the authorized princ ipal 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 subject 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 ofthis Proposal are listed either below or on a separate sheet
attached hereto.
TRUTH IN BONDING STATEMENT
The successful bidder must complete, sign and deliver with this Official Confinnation 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
Collier County - Limited General Obligation Bonds -NOS
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between the County and managing underwriter or who exercises or attempts to exercise any influence to
effect any transaction in the purchase of the Series 2005 Bonds are set forth below in the space provided.
If no information is provided below, the County shall presume no compensation was or will be paid.
Senior Manager:
Address
Authorized Signature:
City
State
Zip Code
Printed Name:
Telephone Number
Facsimile Number
Collier County - Limited General Obligation Bonds -NOS
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EXHIBIT C
FORM OF PRELIMINARY OFFICIAL STATEMENT
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PRELIMINARY OFFICIAL STATEMENT DATED JANUARY ---J 2005
NEW ISSUE - BOOK ENTRY ONLY
ANTICIPATED RATINGS: Moody's: "Aaa" (Insured) and "Aa3" (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
2005A 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 MATTERS" 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 MATTERS," Bond Counsel is further of the opinion that the Series
2005A Bonds and the interest thereon are exempt from all present intangible personal property taxes imposed
pursuant to Chapter 199, Florida Statutes, See "TAX MATTERS" herein for a discussion of Bond Counsel's
opinion.
$35,370,000*
COLLIER COUNTY, FLORIDA
Limited General Obligation Bonds
(Conservation Collier Program),
Series 2005A
Dated: Date of Delivery
Due: January 1, as shown below
The Limited General Obligation Bonds (Conservation Collier Program), Series 2005A (the "Series
2005A Bonds") are being issued by Collier County, Florida (the "County") pursuant to the Constitution
and laws of the State of Florida, including Article VII, Section 12, Constitution of the State of Florida,
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and
pursuant to Ordinance No, 2004-_ enacted by the Board of County Commissioners (the "Board) on
December 14, 2004 (the "Ordinance"), Resolution No. 2002-265 adopted by the Board on June 11, 2002 (the
"Referendum Resolution") and Resolution No. 2004-_ adopted by the Board on December 14, 2004, as
amended and supplemented from time to time (the "Resolution") for the purposes of (i) financing the
costs of the acquisition and protection of certain environmentally sensitive lands, (ii) refinancing the
County's Revenue Note, Draw No, A-30-1, dated as of August 25,2004 (the "Prior Note"), issued to the
Florida Local Government Finance Commission (the "Finance Commission") in the aggregate principal
amount of $21,200,000, all of which is currently outstanding, and (iii) paying certain costs and expenses
incurred in connection with the issuance of the Series 2005A Bonds,
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 needed for the making of an informed investment decision,
The Series 2005A Bonds are being issued by the County in the form of a separate single
certificated fully registered Series 2005A Bond for each of the maturities of the Series 2005A Bonds, which
initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company,
New York, New York ("DTC"), Individual purchases will be made in book-entry form only through
----
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Direct Participants (defined herein) in denominations of $5,000 and integral multiples thereof, Purchasers
of the Series 2005A Bonds (the "Beneficial Owners") will not receive physical delivery of certificates,
Transfers of ownership interests in the Series 2005A 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 are to be made directly to such registered owner which in turn is to remit such
payments to the Direct Participants for subsequent disbursement to the Beneficial Owners. Interest on
the Series 2005A Bonds is payable semi-annually on each July 1 and January 1, commencing July 1, 2005.
Principal of, premium, if any, and interest on the Series 2005A Bonds will be payable by U.S. Bank
National Association, Atlanta, Georgia, as Paying Agent and Registrar.
The Series 2005A Bonds are not subject to redemption prior to maturity,
THE FAITH, CREDIT AND TAXING POWER OF THE COUNTY SHALL BE AND ARE
PLEDGED FOR THE FULL AND PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
THE SERIES 2005A BONDS; PROVIDED, THAT SUCH PLEDGE IS A LIMITED OBLIGATION OF THE
COUNTY WHICH SHALL NOT EXCEED ONE QUARTER (1/4) OF ONE MILL OF AD VALOREM
TAXES. A DIRECT ANNUAL TAX NOT IN EXCESS OF ONE QUARTER (1/4) OF ONE MILL SHALL
BE LEVIED UPON ALL TAXABLE PROPERTY WITHIN THE COUNTY TO MAKE SUCH PAYMENTS.
NO HOLDER OR HOLDERS OF THE SERIES 2005A BONDS SHALL EVER HAVE THE RIGHT TO
COMPEL THE FULL FAITH, CREDIT AND TAXING POWER OF THE COUNTY IN AMOUNT
GREATER THAN THE LIMITED AD VALOREM TAX (AS DEFINED HEREIN). PROVISION SHALL
BE INCLUDED AND MADE IN THE ANNUAL BUDGET AND TAX LEVY FOR THE LEVY OF THE
LIMITED AD VALOREM TAX HEREINBEFORE PROVIDED. NOTWITHSTANDING ANY OTHER
PROVISION OF THE RESOLUTION, IN DETERMINING THE AMOUNT OF THE LIMITED AD
VALOREM TAX TO BE LEVIED FOR A PARTICULAR FISCAL YEAR, THE COUNTY SHALL TAKE
INTO CONSIDERATION, AT A MINIMUM, THE PERCENTAGE OF LIMITED AD VALOREM TAX
COLLECTED FOR THE IMMEDIA TEL Y PRECEDING FISCAL YEAR. WHENEVER. THE COUNTY
SHALL, IN ANY FISCAL YEAR, HAVE IRREVOCABLY DEPOSITED IN THE SINKING FUND ANY
MONEYS DERNED FROM SOURCES OTHER THAN THE AFOREMENTIONED LIMITED AD
VALOREM TAX, SAID LIMITED AD VALOREM TAX MAY BE CORRESPONDINGLY DIMINISHED;
BUT ANY SUCH DIMINUTION MUST LEAVE AVAILABLE AN AMOUNT OF SUCH LIMITED AD
VALOREM TAX, AFTER ALLOWANCE FOR ANTICIPATED DELINQUENCIES IN COLLECTION,
FULLY SUFFICIENT, WITH SUCH MONEYS SO DEPOSITED FROM OTHER SOURCES, TO ASSURE
THE PROMPT PAYMENT OF PRINCIPAL, INTEREST AND OTHER RELATED CHARGES FALLING
DUE PRIOR TO THE TIME THAT THE PROCEEDS OF THE NEXT ANNUAL LIMITED AD VALOREM
TAX LEVY WILL BE AVAILABLE, SUCH LIMITED AD VALOREM TAX SHALL BE LEVIED AND
COLLECTED AT THE SAME TIME, AND IN THE SAME MANNER, AS OTHER AD V ALOREM TAXES
OF THE COUNTY ARE ASSESSED, LEVIED AND COLLECTED,
THE ISSUANCE OF THE SERIES 2005A BONDS BY THE COUNTY WAS APPROVED BY A
MAJORITY OF THE QUALIFIED ELECTORS OF THE COUNTY VOTING AT A REFERENDUM
ELECTION HELD ON NOVEMBER 5, 2002, IN SATISFACTION OF THE REQUIREMENTS OF
ARTICLE VII, SECTION 12 OF THE FLORIDA CONSTITUTION,
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Payment of the principal of and interest on the Series 2005A Bonds when due will be insured by a
municipal bond insurance policy (the "Bond Insurance Policy") to be issued simultaneously with the
delivery of the Series 2005A Bonds by ("" or the "Insurer"). See
"MUNICIPAL BOND INSURANCE" herein,
[Insurer Logo]
*Preliminary, subject to change,
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MATURITIES, AMOUNTS, INTEREST RATES,
PRICES OR YIELDS AND INITIAL CUSIP NUMBERS
$35,370,000 Serial Bonds*
Maturity*
(January 1)
2006
2007
2008
2009
2010
2011
2012
2013
Amount*
$3,695,000
4,130,000
4,240,000
4,360,000
4,495,000
4,650,000
4,810,000
4,990,000
Interest
Rate
Price or
Yield
Initial
CUSIP
Number
The Series 2005A Bonds are offered when, as, and if issued and received by the Underwriter, subject to the
opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P,A., Tampa, Florida,
Bond Counsel, Certain legal matters will be passed upon for the County by 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 serving as Financial Advisor to the County. It is expected that the Series 2005A Bonds
in definitive form will be available for delivery to the Underwriter in New York, New York at the facilities of DTC
on or about February ---' 2005,
Electronic bids for the Series 2005A Bonds will be received through the Parity® Competitive
Bidding System as described in the Official Notice of Sale.
Dated: January ---' 2005,
*Preliminary, 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 2005A 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 pennitted 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 L. Mitchell, CIA, CFE, CBA
COUNTY ATTORNEY
David C. Weigel, Esq,
BOND COUNSEL
Nabors, Giblin & Nickerson, P,A.
Tampa, Florida
DISCLOSURE COUNSEL
Bryant Miller & Olive P.A.
Tampa, Florida
FINANCIAL ADVISOR
Public Financial Management, Inc,
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 2005A
Bonds, other than as contained in this Official Statement, and, if given or made, such infonnation 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 2005A 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 OF THE SERIES 2005A BONDS, THE
UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN
THE MARKET PRICE OF SUCH SERIES 2005A 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 2005A 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 2005A BONDS HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH
ANY STATE SECURITIES COMMISSION, IN MAKING ANY INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, THE SERIES 2005A 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 MAY BE A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
Content
Page
INTRODUCTION ..,....,.".,'..,.. ...... .,..,. .........,.........,....,...,.......",...,..."....""........,..,.",.......",.......,..,.,..,...,......".",...",1
PURPOSE OF THE ISSUE. ............ ..."....,........................,.......,.........".,..",.., .................,..".... ....,..,..,.....,................,2
THE PROGRAM ..........,......,......"..."................"..,.".....,...,....................",.....".........,...............,...,........,...........,.......2
THE PROJECTS....,...........,..,.....".."...,..,............ ,..,...........,.........,..........,.."..",. ....,'.... ,..."....,...,..,...,............... ..,.., .....3
DESCRIPTION OF THE SERIES 2005A BONDS........,.....,....,....,.,....,.....",.......".."............................,..,.....,.........3
General. ,..,. ......,.... ........,,'..,.......,'...... ...... ..... ....... ............ ....................."............." ..,......,..'....,..".... ...,.........,.3
Book-Entry Only System ..... ......,.....,....... ,.......,. ..,........, ...."..,'..' ,...,.........,...." ..,..,..........",..,.."..,.,...." ,....,.3
Interchangeability, Negotiability and Transfer .......,.... ...",........,..".."...,........,. ,.............,..... ....,.. ,......, ,...6
Bonds Mutilated, Destroyed, Stolen or Lost....................."..",.".."...........,...,........"..,........".......,.."....,..7
No Early Redemption....",."... ....".."..........,.... ...........,...."..,...",..""..."""......,..,...".....""",."..., ..,.....,..., ,.. 7
SECURITY FOR THE BONDS ""',.."..",.."""..".."....."....,.,..". ..'... ,.."'..'",,.., .,..,....,'.."........""..,. ...",..",.,..",..",....7
General....."...."..." ,..,..."..""..,..,........ ....,..'....,....,..,.... ,.."...........""..,..,.."""....""" ,...,......""'..,,..... ..,...........7
Uniform Commercial Code""".,.,..,..."...,.., ..........,...,......."."".""""".,..,..".., ...,.....,..,."..,.....,.,......",..,.....8
Funds and Accounts..",..",..,.....,." ,..,...........,...." ,.........,....,'...,.""... ,..,. ,..".....,.........,.......",...""....,..... ......8
Project Fund"....""..,...,. ,..,..."........ ....,..,.........,....,.,.."" ,..,.".."'..'."",..",,.......... ,..,., ....,.."."..".."..",..,..,.., ,.. 9
Application of Limited Ad Valorem Tax ..........,....,..,....,.......................................,................,.....,..,......10
Additional Bonds...., ,..",....",..",...., ...... ...." ...... ...... ....... ..,.. ........,',......,............",......,.."...,........... ..,.. ...... ..10
No Debt Service Reserve Fund ,...........,...."...,......,....."..,......"..".,....,.........,................,........,..................11
Amendment of Resolution without Consent of Bondholders; Control by Insurer in Case of Event
of Default .........,.....".... ...."......,....,.........."....., ,..........,..",..........",....".."........., ........""...,...,. ,..,....... ....., ....11
AD VALOREM TAXATION .......". ."..,...,..,..,...,..,.,..".,....."..",.."...,...,.."",.. .,.... .,..",.."....,....",..,..."...."..,..,.....,..12
General, ..........."......",..,...".""..".....".."...,.,....,....."..."..,... ....,.,.."",..",..,....".....,......",........., ...... ..,... ..,.... ,12
Save Our Homes Amendment..., ,.."..,.,..,... ..........,....".....,....,...".",.., ,......"., .............",..,..........., ...... ......13
Truth in Millage Bill,...",....."....,...... ..........,......,....,..,...."........"",.. .....,.."........,......,..,.....,.,..,..,................13
Property Assessment Procedures..." ,....' ,..... ..... ..,.. ....,.. ...." ,..".....".... ....,.....,.. ,......"............... ....,. ..... ....,13
Levy of Ad Valorem Taxes,........,............,......................,....................."........,..,...,.........,......,...............,..14
Property Tax Rates".... .....'".... ......,........... ,..... ...... ,..,.. ....', ........."",...,...........,.." .......",.......... ..,......,. ,..,.. ..15
Assessed Valuations. ,......................"..,.,..... ...... .....'..,.., .........."..,.." '.., ,.., ....,...............,........."..,... ,.......... ,16
Tax Collection....,....,...,..,.,..".."......"....., ..... ...... ...., ....... ....,.....,....."..."............ '.. ..,....""".."........"......... ..,16
Tax Deeds .... ........,. ,....,....",..,.,.,..".....,..", ...... '..... ,..... ,.........., ,.....".................."....................,..".... ..,..".. ..,17
ESTIMATED SOURCES AND USES OF FUNDS ...................,......,.........,..,............,..............,....,..,..............,..,..18
DEBT SERVICE SCHEDULE ,,'. ...."..,,'. .."",.."................,....... ....,'...... .'..,. "",..".,........,..... ...."".. .",.. .,.."..",..",.,..19
PRO FORMA DEBT SERVICE COVERAGE".",......,......."""""""".."", ."".."",....".... ..'".....",,'. ,..",,'.. .,...",.....,20
MUNICIPAL BOND INSURANCE ',.."."",...."..".,..,..,....,...",. ....,...",.."""...,.."........,......,...."..,. ....,. ....,........"...20
INVESTMENT POLICY ..... ..,",..,"",.."..",..,......."..,...,.....,..,.,..",.,...,...",....",..,...",.....,.... ...."".. ....,...",..,...,....,.....20
LEGAL MA TIERS.........,..".",..".... ............"..........,.....,.....,...."....,..,....,..",..,...",.....,.... ....".... ...."....,...,....,.........,..22
LITIGATION.. ...... ..,......"......,..,'..,............... .........." ..... ...........,...,.. .....,.....,.....,.."...."........,......,........,..",......,. ,.." ...22
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .....................,..,........,..........,....,..,......23
TAX MATTERS .....,..........,.,..".........",...........,....,...........................,.....',..,.."..."..,...",..........".."........".........."...... .24
Opinion of Bond Counsel...., ..,.... ,..,'...... ...,..,..,. ....,....."...... ....,..............., ...., ,..,.,'......,'....,... ......,.. '.......... .24
Internal Revenue Code of 1986........,....,....".........."..."..,..".."......",..,....,.........,....,.........".....,.....,..,.,..",24
Collateral Tax Consequences ..,.......,.,.... ........ ..." ..... ....,.. ..,..........."...."........,........., ,....,...,...... ...."...... ....,24
Florida Taxes...",...... ...,....., ,..", ...... ....,....... ....,...... ...... ..,... ,..."..,."."",..,...".,....,.... ,......."..""....",..",.........25
Other Tax Matters...,....,...,..",..",..",....",..",.........",..... ,....,.....,.......",..""........,..,......,..".,. ,.., ..,.. ,...... ...... ..25
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Tax Treatment of Original Issue Discount ....,........,....,......,....,.........,..,......,......................,........,..........,25
Tax Treatment of Bond Premium ",..,.,...."........,...,..",...."".."..,. ..",.."",........,.....,.."."",..., .,..,. ...... .....,..25
RATINGS .,...................,...,..,'....,.... ..",. .,.... ...... ..,..,.....,..,.........,.... .....,...... ..""..".,........,.,..,....,..".,.... ..."....,......,....,..26
FINANCIAL ADVISOR.....,..",."... ,'.."..",. ....,..,..,............ ..,......... ...."..",..,.."",.....,..,..,..."....,..., ...",.."..,..".....,..,..26
AUDITED FINANCIAL STATEMENTS. ....,....,............,.,....,...., ...... ........",..,........,..,.,..,.....,..."".., ......................26
UNDERWRITING ,..........'.......... ....,...,..,....,....,....,......., ..........., ..,........,....,..""..,..,.... ....".... ...... ...."..,.,........,.....",..27
CONTINGENT FEES ,..,..,....,,'....,.... .,.....,................"....,....".....,....,..,.."..",.......... ....".... ....""...,.... ..""...."....,....,..27
ENFORCEABILITY OF REMEDIES,..",..............,..,.................. .........,.,..,,'..,..,.... .....,....,.........".... ........................27
CONTINUING DISCLOSURE .......... ............,..,..,.....,.....,......,...............,.....,.."......,.."..,....."..,....."..,.....,..,.....,....,28
ACCURACY AND COMPLETENESS OF OFFICIAL ST A TEMENT....................,.........,.........,........,..............28
AUTHORIZATION OF OFFICIAL STATEMENT.... ...........................,. .."."............,..".......,..".......,......... .........29
APPENDICES
APPENDIX A - GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA
APPENDIX B - FORM OF THE RESOLUTION
APPENDIX C - AUDITED FINANCIAL STATEMENTS OF COLLIER COUNTY FOR FISCAL YEAR
ENDED SEPTEMBER 30, 2003
APPENDIX 0 - SPECIMEN BOND INSURANCE POLICY
APPENDIX E - FORM OF BOND COUNSEL OPINION
APPENDIX F - FORM OF CONTINUING DISCLOSURE CERTIFICATE
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OFFICIAL STATEMENT
relating to
$35,370,000'
COLLIER COUNTY, FLORIDA
Limited General Obligation Bonds
(Conservation Collier Program), Series 2005A
INTRODUCTION
The purpose of this Official Statement, including the cover page and appendices, is to set forth
information concerning Collier County, Florida (the "County") and the Collier County, Florida Limited
General Obligation Bonds (Conservation Collier Program), Series 2005A (the "Series 2005A Bonds"), in
connection with the sale of the Series 2005A Bonds. The Series 2005A Bonds and any Additional Bonds,
as such term is defined in the Resolution, are collectively referred to herein as the "Bonds",
The County was established in 1923 by the legislature of the State of Florida (the "State") from
portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately
2,026 square miles, In terms of land area, it is the largest county in the State, The County is located on the
southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 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,
The Series 2005A Bonds are being issued by the County pursuant to the Constitution and laws of
the State of Florida, including Article VII, Section 12, Constitution of the State of Florida, Chapter 125,
Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant to
Ordinance No, 2004-_ enacted by the Board of County Commissioners (the "Board") on December 14,
2004 (the "Ordinance"), Resolution No, 2002-265 adopted by the Board on June 11,2002 (the "Referendum
Resolution") and Resolution No, 2004-_ adopted by the Board on December 14, 2004, as amended and
supplemented from time to time (the "Resolution"). See "APPENDIX B - FORM OF THE RESOLUTION"
attached hereto.
The faith, credit and taxing power of the County shall be and are pledged for the full and prompt
payment of the principal of and interest on the Series 2005A Bonds; provided, that such pledge is a
limited obligation of the County which shall not exceed one quarter (1/4) of one mill of ad valorem taxes,
A direct annual tax not in excess of one quarter (1/4) of one mill shall be levied upon all taxable property
of the County to make such payments, No Holder or Holders of the Series 2005A Bonds shall ever have
the right to compel the full faith, credit and taxing power of the County in amount greater than the
Limited Ad Valorem Tax (as defined below), Provision shall be included and made in the annual budget
*Preliminary, subject to change.
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and tax levy for the levy of the Limited Ad Valorem Tax hereinbefore provided. Notwithstanding any
other provision of the Resolution, in determining the amount of the Limited Ad Valorem Tax to be levied
for a particular Fiscal Year, the County shall take into consideration, at a minimum, the percentage of
Limited Ad Valorem Tax collected for the immediately preceding Fiscal Year, Whenever the County
shall, in any Fiscal Year, have irrevocably deposited in the Sinking Fund any moneys derived from
sources other than the aforementioned Limited Ad Valorem Tax, said Limited Ad Valorem Tax may be
correspondingly diminished; but any such diminution must leave available an amount of such Limited
Ad Valorem Tax, after allowance for anticipated delinquencies in collection, fully sufficient, with such
moneys so deposited from other sources, to assure the prompt payment of principal, interest and other
related charges falling due prior to the time that the proceeds of the next annual Limited Ad Valorem Tax
levy will be available. Such Limited Ad Valorem Tax shall be levied and collected at the same time, and
in the same manner, as other ad valorem taxes of the County are assessed, levied and collected,
"Limited Ad Valorem Tax" is defined in the Resolution to mean the ad valorem tax levied on all
taxable property within the County in an amount not to exceed one-quarter (1/4) of one mill to pay the
Annual Debt Service on the Bonds as approved by the qualified electors of the County voting in the
November 5, 2002 bond referendum election, The Limited Ad Valorem Tax to be levied to pay debt
service on the Bonds shall be levied and collected in each Fiscal Year of the County beginning with the
2005/2006 Fiscal Year through and including the [2012/2013] Fiscal Year while the Bonds are outstanding.
The summaries of and references to all documents, statutes, reports and other instruments
referred to herein do not purport to be complete, comprehensive or definitive, and each such summary
and reference is qualified in its entirety by reference to each such document, statute, report or instrument.
All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings
set forth in the Resolution, unless the context would clearly indicate otherwise. A form of the Resolution
is attached hereto as "APPENDIX B - FORM OF THE RESOLUTION."
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.
PURPOSE OF THE ISSUE
The proceeds of the Series 2005A Bonds will be used for the purposes of (i) financing the costs of
the acquisition and protection of environmentally sensitive lands, (ii) refinancing the County's Revenue
Note, Draw No, A-30-I, dated as of August 25, 2004 (the "Prior Note"), issued to the Florida Local
Government Finance Commission (the "Finance Commission") in the aggregate principal amount of
$21,200,000, all of which is currently outstanding, and (iii) paying certain costs and expenses incurred in
connection with the issuance of the Series 2005A Bonds,
THE PROGRAM
In 2002, the County's voters approved a referendum that allows the County to purchase and
protect environmentally sensitive lands under the County's Conservation Collier Program (the
"Program"). Currently, an advisory committee, which is comprised of community representatives
appointed by the Board, reviews potential conservation land acquisitions and makes purchase
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recommendations to the Board, This advisory committee also helps to ensure that acquisition and
management of the lands is in accordance with the Program's purposes, The County anticipates issuing
Additional Bonds under the Resolution in the future to finance additional acquisitions pursuant to the
Program,
THE PROJECTS
The Resolution defines the "Projects" to mean capital projects consisting of the acquisition and
protection of environmentally sensitive lands within the County to be financed with proceeds of the
Bonds, all as shall be or have been authorized from time to time by the Board.
DESCRIPTION OF THE SERIES 2005A BONDS
General
The Series 2005A Bonds are being issued by the County in the form of a separate single certificate
fully registered Series 2005A Bond for each of the maturities of the Series 2005A Bonds, which initially
will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York,
New York ("DTC"), Individual purchases will be made in book entry form only in denominations of
$5,000 and any integral multiple thereof, Purchasers of the Series 2005A Bonds (the "Beneficial Owners")
will not receive physical delivery of the Series 2005A Bonds, Transfer of ownership in the Series 2005A
Bonds will be effected by DTC's book-entry system as described herein, As long as Cede & Co. is the
registered owner as nominee of DTC principal and interest payments are to be made directly to such
registered owner which in turn is to remit such payments to the Direct or Indirect Participants (as defined
herein) for subsequent disbursement to the Beneficial Owners, Interest on the Series 2005A Bonds is
payable semi-annually on July 1 and January 1 of each year, commencing July 1, 2005, Interest on the
Series 2005A Bonds will be payable by check or draft of U.S, Bank National Association, Atlanta, Georgia
(the "Paying Agent" and "Registrar") mailed to the Series 2005A Bondholders, as shown in the registration
books of the Paying Agent and Registrar at the close of business on the 15th day (whether or not a
business day) of the month next preceding such interest payment date) (the "Record Date"), Principal of
the Series 2005A Bonds is payable at maturity upon presentation and surrender at the designated
corporate trust office of the Paying Agent. The principal of and interest on the Series 2005A Bonds are
payable in lawful money of the United States of America.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE,
BUT THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF,
DTC will act as securities depository for the Series 2005A Bonds, The Series 2005A Bonds will be
registered in the name of Cede & Co, (DTC's partnership nominee), Purchases of beneficial ownership
interests in the Series 2005A Bonds will be made in book-entry only form, in the denominations
hereinbefore described. Purchasers of beneficial ownership interests in the Series 2005A Bonds
("Beneficial Owners") will not receive bond certificates representing their ownership interests in the Series
2005A Bonds, except in the event that use of the book-entry only system for the Series 2005A Bonds is
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discontinued. One fully registered certificate will be issued for each maturity of the Series 2005A Bonds,
and deposited with DTC.
SO LONG AS CEDE & Co. IS THE REGISTERED OWNER OF THE SERIES 2005A BONDS, AS
NOMINEE OF DTC, REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2005A
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2005A BONDS SHALL MEAN CEDE &
Co. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2005A BONDS, THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2005A BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2005A BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2005A BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2005A BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND
BENEFICIAL OWNERS OF THE SERIES 2005A BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY
REPRESENTATIONS CONCERNING THESE MA TIERS.
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 U,S, and non-U.s. securities brokers, dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants"), DTC has Standard and Poor's
highest rating: AAA. The DTC rules applicable to DTC and its Direct and Indirect Participants are on file
with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc,com and www,dtc,org,
Purchases of Series 2005A Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for such Series 2005A Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2005A Bond (the "Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction,
Transfers of ownership interests in the Series 2005A Bonds are to be accomplished by entries made on the
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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 2005A Bonds, except in the
event that use of the book-entry system for the Series 2005A Bonds is discontinued.
To facilitate subsequent transfers, all Series 2005A Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be
requested by an authorized representative of DTC. The deposit of Series 2005A Bonds with DTC and
their registration in the name of Cede & Co, or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2005A Bonds.
DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2005A
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 DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements made among them, subject to any statutory or regulatory
requirements as may be in effect from time to time, Redemption notices shall be sent to DTC. If less than
all of the Series 2005A Bonds are being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such bonds, as the case may be, to be redeemed.
Neither DTC nor Cede & Co, (nor any other DTC nominee) will consent or vote with respect to
the Series 2005A Bonds unless authorized by a Direct Participant in accordance with DTC's procedures.
Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co. 's consenting or voting rights to those Direct
Participants to whose accounts the Series 2005A Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2005A Bonds will be made to DTC. DTC's practice
is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from the County or the Registrar on the payable date in accordance with their 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 form or with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such Direct or Indirect Participants and not
of DTC, the Registrar or the County, subject to any statutory and regulatory requirements as may be in
effect from time to time, Payment of principal and interest to DTC is the responsibility of the County
and/or the Paying Agent for the Series 2005A 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
2005A 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,
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Interchangeability, Negotiability and Transfer
So long as the Series 2005A Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Series 2005A Bonds do not apply to the Series 2005A Bonds.
Series 2005A Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate
principal amount of registered Series 2005A Bonds of the same maturity of any other authorized
denominations.
The Series 2005A 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 2005A Bonds, So long as any of the Series 2005A 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
2005A Bonds,
The transfer of any Series 2005A Bond shall be registered only upon the books of the County, at
the office of the Registrar, under such reasonable regulations as the County may prescribe, by the Holder
thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a
written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder
or his duly authorized attorney, Upon the registration or transfer of any such Series 2005A Bond, the
County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2005A Bond
or Series 2005A Bonds of the same aggregate principal amount and maturity as the surrendered Series
2005A Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and
treat the Person in whose name any Outstanding Series 2005A Bond shall be registered upon the books of
the County as the absolute owner of such Series 2005A Bond, whether such Series 2005A Bond shall be
overdue or not, for the purpose of receiving payment of, or on account of, the principal and interest on
such Series 2005A Bond and for all other purposes, and all such payments so made to any such Holder or
upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2005A
Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying
Agent or other fiduciary of the County shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent with respect to the Series 2005A
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Series 2005A Bonds, and
(B) at any other time as reasonably requested by the Paying Agent, certify and furnish to the Paying
Agent the names, addresses and holdings of the Series 2005A Bondholders and any other relevant
information reflected in the registration books. Any Paying Agent of any fully registered Series 2005A
Bond shall effect payment of interest on such Series 2005A Bonds by mailing a check to the Holder
entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit such
payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Series 2005A Bonds or the transfer of Series
2005A Bonds shall be registered, the County shall execute and the Registrar shall authenticate and deliver
such Series 2005A Bonds in accordance with the provisions of the Resolution. Execution of Series 2005A
Bonds by the Chair and Clerk for purposes of exchanging, replacing or registering the transfer of Series
2005A Bonds may occur at the time of the original delivery of the Series 2005A Bonds, All Series 2005A
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Bonds surrendered in any such exchanges or registration of transfer shall be held by the Registrar for
safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or
registration of transfer, 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
registration of transfer, The County and the Registrar shall not be obligated to make any such exchange
or transfer of the Series 2005A Bonds during the period commencing on the fifteenth day of the month
immediately preceding an Interest Date on the Series 2005A Bonds and ending on such Interest Date,
Bonds Mutilated, Destroyed, Stolen or Lost
In case any Series 2005A Bond shall become mutilated, or be destroyed, stolen or lost, the County
may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2005A Bond of
like tenor as the Series 2005A Bond so mutilated, destroyed, stolen or lost, in exchange and substitution
for such mutilated Series 2005A Bond upon surrender and cancellation of such mutilated Series 2005A
Bond or in lieu of and substitution for the Series 2005A Bond destroyed, stolen or lost, and upon the
Holder furnishing the County and the Registrar proof of his ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and conditions as the County or the
Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series
2005A Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If any of the
Series 200SA Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2005A
Bond, the County may pay the same or cause the Series 2005A Bond to be paid, upon being indemnified
as aforesaid, and if such Series 2005A Bonds be lost, stolen or destroyed, without surrender thereof,
Any such duplicate Series 2005A Bonds issued pursuant to the Resolution shall constitute
original contractual obligations on the part of the County whether or not the lost, stolen or destroyed
Series 2005A Bond be at any time found by anyone, and such duplicate Series 2005A Bond shall be
entitled to equal and proportionate benefits and rights provided under the Resolution to the same extent
as all other Series 2005A Bonds issued hereunder,
No Early Redemption
The Series 2005A Bonds are not subject to redemption prior to their respective maturities,
SECURITY FOR THE BONDS
General
THE FAITH, CREDIT AND TAXING POWER OF THE COUNTY SHALL BE AND ARE
PLEDGED FOR THE FULL AND PROMPT PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
THE SERIES 200SA BONDS; PROVIDED, THAT SUCH PLEDGE IS A LIMITED OBLIGATION OF THE
COUNTY WHICH SHALL NOT EXCEED ONE QUARTER (1/4) OF ONE MILL OF AD VALOREM
TAXES, A DIRECT ANNUAL TAX NOT IN EXCESS OF ONE QUARTER (1/4) OF ONE MILL SHALL
BE LEVIED UPON ALL TAXABLE PROPERTY WITHIN THE COUNTY TO MAKE SUCH PAYMENTS.
NO HOLDER OR HOLDERS OF THE SERIES 2005A BONDS SHALL EVER HAVE THE RIGHT TO
COMPEL THE FULL FAITH, CREDIT AND TAXING POWER OF THE COUNTY IN AMOUNT
GREATER THAT THE LIMITED AD VALOREM TAX. PROVISION SHALL BE INCLUDED AND
MADE IN THE ANNUAL BUDGET AND TAX LEVY FOR THE LEVY OF THE LIMITED AD
7
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;:~}.,
VALOREM TAX HEREINBEFORE PROVIDED. NOTWITHSTANDING ANY OTHER PROVISION OF
THE RESOLUTION, IN DETERMINING THE AMOUNT OF THE LIMITED AD VALOREM TAX TO BE
LEVIED FOR A PARTICULAR FISCAL YEAR, THE COUNTY SHALL TAKE INTO CONSIDERATION,
AT A MINIMUM, THE PERCENTAGE OF LIMITED AD VALOREM TAX COLLECTED FOR THE
IMMEDIA TEL Y PRECEDING FISCAL YEAR. WHENEVER THE COUNTY SHALL, IN ANY FISCAL
YEAR, HAVE IRREVOCABLY DEPOSITED IN THE SINKING FUND ANY MONEYS DERIVED FROM
SOURCES OTHER THAN THE AFOREMENTIONED LIMITED AD VALOREM TAX, SAID LIMITED
AD VALOREM TAX MAY BE CORRESPONDINGLY DIMINISHED; BUT ANY SUCH DIMINUTION
MUST LEAVE A V AILABLE AN AMOUNT OF SUCH LIMITED AD VALOREM TAX, AFTER
ALLOWANCE FOR ANTICIPATED DELINQUENCIES IN COLLECTION, FULLY SUFFICIENT, WITH
SUCH MONEYS SO DEPOSITED FROM OTHER SOURCES, TO ASSURE THE PROMPT PAYMENT OF
PRINCIPAL, INTEREST AND OTHER RELATED CHARGES FALLING DUE PRIOR TO THE TIME
THAT THE PROCEEDS OF THE NEXT ANNUAL LIMITED AD VALOREM TAX LEVY WILL BE
AVAILABLE. SUCH LIMITED AD VALOREM TAX SHALL BE LEVIED AND COLLECTED AT THE
SAME TIME, AND IN THE SAME MANNER, AS OTHER AD V ALOREM TAXES OF THE COUNTY
ARE ASSESSED, LEVIED AND COLLECTED,
The Limited Ad Valorem Tax to be levied to pay debt service on the Bonds shall be levied and
collected in each Fiscal Year of the County beginning with the 2005/2006 Fiscal Year through and
including the [2012/2013] Fiscal Year while the Bonds are outstanding, For more information about the
Limited Ad Valorem Tax, see "AD VALOREM TAXATION" herein
The issuance of the Series 2005A Bonds by the County has been approved at a referendum
election held on November 5, 2002, in satisfaction of the requirements of Article VII, Section 12 of the
Florida Constitution, the Act and other provisions of law.
Uniform Commercial Code
The Series 2005A 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 2005A Bonds and
provided that the County's pledge of the Limited Ad Valorem Tax is exempt from the provisions of such
law relating to perfection of security interests,
Funds and Accounts
The Resolution establishes a Project Fund, a Sinking Fund and a Rebate Fund, The Project Fund,
the Sinking Fund and the Rebate Fund shall constitute trust funds for the purposes provided in the
Resolution, shall be delivered to and held by the County who shall act as trustee of such funds for the
purposes of the Resolution, and shall at all times be kept separate and distinct from all other funds of the
County and used only as provided in the Resolution,
The moneys required to be accounted for in each of the foregoing funds and accounts established
in the Resolution may be deposited in a single, non-exclusive bank account, and funds allocated to the
various funds and 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 moneys on deposit therein and such investments for the various purposes of such funds, accounts
and subaccounts as provided in the Resolution,
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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.
Project Fund
The County has covenanted and agreed in the Resolution to establish a Project Fund for the
payment of the Costs of the Project. Moneys in the Project Fund, until applied to payment of any item of
the Costs of the Project in the manner hereinafter provided, shall be held in trust by the County and shall
be subject to a lien and charge in favor of the holders of the Series 2005A Bonds and for the further
security of such holders.
The County shall establish within the Project Fund a separate account for each Project (including
the 2005A Project), the Costs of which are to be paid in whole or in part out of the Project Fund,
The County has covenanted in the Resolution that the acquisition, construction and equipping of
each Project will be completed without delay and in accordance with sound engineering practices, The
County shall only make disbursements or payments from the applicable account of the Project Fund to
pay Costs of the Project for which such account was established, except as provided below with respect to
any surplus proceeds in a particular account. The County shall keep records of such disbursements and
payments and shall retain all such records for such periods of time as is required by applicable law,
Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys
are not available therefor, amounts in an account of the Project Fund shall be applied to the payment of
principal and interest on the Series 2005A Bonds for which such account was established or to reimburse
a Credit Facility Provider for the payment of such principal and interest.
The date of completion of acquisition, construction and equipping of a Project shall be filed by
the Clerk with the County, Promptly after the date of the completion of a Project, and after paying or
making provisions for the payment of all unpaid items of the Costs of such Project, the County shall
apply any balance of moneys remaining in the Project Fund in the following order of priority: (A) deposit
such balance to any other account established in the Project Fund for which the Clerk certifies that there
are insufficient moneys to pay the Costs of the Project for which such account was established, (B) deposit
such balance to such other fund or account established hereunder as shall be determined by the County;
provided the County has received an opinion of Series 2005A Bond Counsel to the effect that such
transfer shall not adversely affect the exclusion, if any, of interest on the Series 2005A Bonds from gross
income for purposes of federal income taxation, and (C) apply such balance for any other lawful purpose;
provided the County has received an opinion of Series 2005A Bond Counsel to the effect that such
application shall not adversely affect the exclusion, if any, of interest on the Series 2005A Bonds from
gross income for purposes of federal income taxation.
See "APPENDIX B - FORM OF THE RESOLUTION" attached hereto,
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Application of Limited Ad Valorem Tax
The Resolution orders a levy upon all the property taxable for such purpose within the County of
the Limited Ad Valorem Tax in an amount sufficient to produce amounts to pay the principal, interest,
charges of the Paying Agents and Registrars, and any other amounts that are properly due and owing
with respect to the repayment of the Bonds; provided, however, that in no event shall the levy of the
Limited Ad Valorem Tax be in excess of one-quarter (1/4) of one mill on all taxable property within the
County. The Limited Ad Valorem Tax levied pursuant to the Resolution as collected shall be paid over
for deposit into the Sinking Fund,
Money in the Sinking Fund shall be used solely for the purpose of paying the Annual Debt
Service on the Bonds coming due (whether by maturity, scheduled mandatory redemption or otherwise).
Moneys in the Sinking Fund shall be disbursed for (i) the payment of the interest on the Bonds
secured by the Resolution as such interest falls due, (ii) the payment of the principal of the Bonds secured
by the Resolution at their respective maturities, (iii) the payment of the Redemption Price of Bonds being
redeemed; (iv) the purchase of Bonds in the open market; provided, however, the price paid shall not
exceed the principal amount plus accrued interest, and (v) the payment of the necessary charges for
paying Bonds and interest thereon.
At least one business day prior to the date established for payment of any principal of or interest
on the Bonds, the County shall withdraw from the Sinking Fund sufficient moneys to pay such principal
or interest and deposit such moneys with the Paying Agent. Such deposits with the Paying Agent shall be
made in moneys available to make payments of the principal of and interest on the Bonds as the same
becomes due.
Additional Bonds
No Additional Bonds payable from the Limited Ad Valorem Tax shall be issued except upon the
conditions and in the manner provided in the Resolution, The County may issue one or more Series of
Additional Bonds for anyone or more of the following purposes: financing or refinancing the Costs of a
Project, or the completion thereof, or refunding any or all Outstanding Bonds or refunding any other
indebtedness of the County that may lawfully be refunded with proceeds of Bonds.
No such Additional Bonds shall be issued unless (i) no Event of Default (as specified in the
Resolution) shall have occurred and be continuing thereunder, and (ii) an Authorized Issuer Officer
certifies that the amount of Limited Ad Valorem Tax which would have been collected by the County in
the Fiscal Year immediately preceding the Fiscal Year in which the Additional Bonds are proposed to be
issued had the full one-quarter (1/4) of one mill been levied, is at least equal to 1.00 times the Maximum
Annual Debt Service of the proposed Additional Bonds and any Bonds that shall be Outstanding at the
time of issuance of such Additional Bonds,
For the purpose of determining the Maximum Annual Debt Service under the Resolution, the
interest rate on additional parity Variable Rate Bonds then proposed to be issued shall be deemed to be
the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds.
For the purpose of determining the Maximum Annual Debt Service under the Resolution, the
interest rate on Outstanding Variable Rate Bonds shall be deemed to be (i) if such Variable Rate Bonds
10
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have been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the
higher of (a) the actual rate of interest borne by such Variable Rate Bonds on the date of sale, and (b) the
average interest rate borne by such Variable Rate Bonds during the 12-month period preceding the date
of sale, or (ii) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the
date of sale of such Additional Bonds, the higher of (a) the actual rate of interest borne by the Variable
Rate Bonds on the date of sale, and (b) the Bond Buyer Revenue Bond Index most recently published
prior to the sale of such Additional Bonds.
Additional Bonds shall be deemed to have been issued pursuant to the Resolution the same as
the Outstanding Bonds, and all of the other covenants and other provisions of the Resolution (except as to
details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and
security of the Holders of all Bonds issued pursuant to the Resolution,
In the event any Additional Bonds are issued for the purpose of refunding any Bonds then
Outstanding, the conditions of the fourth preceding paragraph above shall not apply, provided that the
issuance of such Additional Bonds shall result in a reduction of aggregate debt service,
The County agrees that at the time of issuing any Variable Rate Bonds it shall establish the
Maximum Interest Rate with respect thereto and a Maximum Interest Rate with respect to amounts owed
to the Credit Facility Provider which provides liquidity for such Bonds. Any Credit Facility Provider
which provides a Credit Facility for liquidity purposes must be rated in one of the two highest short-term
rating categories assigned by each rating agency rating the Series 2005A Bonds secured by such Credit
Facility,
No Debt Service Reserve Fund
No debt service reserve fund is established by the Resolution, so no debt service reserve fund will
be held for the benefit of the holders of the Series 2005A Bonds,
Amendment of Resolution without Consent of Bondholders; Control by Insurer in Case of Event of
Default
The Resolution may be amended without the consent of the Bondholders to, among other things,
(i) cure any ambiguity or formal defect or omission in the Resolution, (ii) to grant additional security for
the Series 2005A Bonds or (iii) make any other change with the consent of the Insurer so long as the
Insurer is not in default under the terms of the Bond Insurance Policy,
To the extent the Insurer makes any payment of principal of or interest on the Series 2005A Bonds
in accordance with the Bond Insurance Policy, the Insurer shall become subrogated to the rights of the
recipients of such payments in accordance with the terms of the Bond Insurance Policy. Upon the
occurrence and continuance of an Event of Default, the Insurer, if the Insurer shall not be in payment
default under the Bond Insurance Policy, shall be deemed to be the sole owner of the Series 2005A Bonds
for purposes of (A) directing and controlling the enforcement of all rights and remedies with respect to
the Series 2005A Bonds, including any waiver of an Event of Default and removal of any trustee, and (B)
exercising any voting right or privilege or giving any consent or direction or taking any other action that
the Holders of the Series 2005A Bonds are entitled to take pursuant to the Resolution. The Insurer's rights
under the Resolution shall be suspended during any period in which the Insurer is in default in its
payment obligations under the Bond Insurance Policy (except to the extent of amounts previously paid
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108
by the Insurer and due and owing to the Insurer) and shall be of no force or effect if the Bond Insurance
Policy is no longer in effect or if the Insurer asserts that the Bond Insurance Policy is no longer in effect or
if the Insurer asserts that the Bond Insurance Policy is not in effect or if the Insurer waives such rights in
writing. The County shall provide the Insurer immediate notice of any Event of Default described in the
Resolution within five days of the occurrence thereof,
AD VALOREM TAXATION
General
Under Florida law, the assessment of all properties and the collection of all county, municipal
and property taxes are consolidated in the office of the County Property Appraiser and County Tax
Collector. The laws of the State of Florida regulating tax assessment are designed to assure a consistent
property valuation method statewide.
Article VII, Section 9(b) of the Florida Constitution limits the aggregate rate of ad valorem taxes
that may be levied on real and personal property. The limitation, except as noted below, is ten (10) mills
each for all county and municipal purposes. A mill is equal to one-tenth (0,1) of one cent of one dollar or
$1.00 for every $1,000 of assessed value. Article VII, Section 9(b) of the Florida Constitution excludes
from the general 10 mill cap, ad valorem taxes which are necessary to pay debt service on general
obligation bonds.
Each respective millage rate, except as limited by law, is set on the basis of estimates of revenue
needs and total taxable property valuations within the taxing authority's respective jurisdiction, Ad
valorem taxes are not levied in excess of actual budget requirements, In setting millage rates, the County
is required by Section 129.01, Florida Statutes to assume a 95% tax collection rate,
In 1973, the State of Florida enacted legislation to encourage public awareness of spending and
taxing decisions made by local elected officials, This legislation provides that if the tax rate established
by the governing board exceeds the rolled-back tax rate, the taxing authority shall publish notice of the
proposed tax increase prior to the public hearing required to be held for the adoption of the final budget
and millage rate. Under Section 200.065, Florida Statutes, a "rolled-back tax rate" is defined as the millage
rate that would produce the same amount of ad valorem taxes in each current year as were levied in the
prior year, exclusive of any increase in assessments resulting from new construction, additions to
structures, deletions and property added due to geographic boundary changes.
Article VII, Section 4 of the Florida Constitution provides, with certain exceptions: "By general law
regulations shall be prescribed which shall secure a just valuation of all real property for ad valorem
taxation." The factors considered in arriving at a just valuation, as set forth in Section 193.011, Florida
Statutes, are summarized as follows:
(1) the present cash value of the property;
(2) the highest and best use to which the property can be expected to be put in the
immediate future and the present use of the property;
(3) the location of the property;
(4) the quantity or size of the property;
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(5) the cost of the property and the present replacement value of any improvements to the
property;
(6) the condition of the property;
(7) the income from the property; and
(8) the net proceeds of the sale of the property after deduction of certain reasonable fees and
costs of sale,
Save Our Homes Amendment
By voter referendum held on November 3, 1992, Article VII, Section 4 of the Florida Constitution
was amended by adding thereto a subsection which, in effect, limits the increases in assessed just value of
homestead property to the lesser of (a) 3% of the assessment for the prior year or (b) the percentage
change in the Consumer Price Index for all urban consumers, U.S, City Average, all items 1967-100, or
successor reports for the preceding calendar year as initially reported by the United States Department of
Labor, Bureau of Labor Statistics (the "Save Our Homes Amendment"). Further, the Save Our Homes
Amendment provides that (1) no assessment shall exceed just value; (2) after any change of ownership of
homestead property or upon termination of homestead status, such property shall be reassessed at just
value as of January 1 of the year following the year of sale or change of status; (3) new homestead
property shall be assessed at just value as of January 1 of the year following the establishment of the
homestead; and (4) changes, additions, reductions or improvements to homestead shall initially be
assessed as provided by general law, and thereafter as provided in the Save Our Homes Amendment.
The effective date of the Save Our Homes Amendment was January 15, 1993, and the base year for
determining compliance with the restrictions is 1994. The 1995 tax roll year was the first year such
limitations were effective.
For the 2003 tax roll year, the increase in assessed just value of homestead property in the County
was limited pursuant to the Save Our Homes Amendment to 3.0% of the assessment for the prior year.
Truth in Millage Bill
The Florida Legislature enacted the Truth in Millage Bill (the ''Trim Bill") requiring that only
governing bodies of taxing authorities fix the millage rate and requiring that all property be assessed at
one hundred percent (100%) of just value, Sections 200,071 and 200,091, Florida Statutes, prohibit the
millage for taxing authorities from being set by referendum, except as provided in the Florida
Constitution.
Property Assessment Procedures
Real and personal property valuations are determined each year as of January 1 by the County
Property Appraiser's Office. The assessment roll is prepared between each January 1 and July 1, with
each taxpayer given notice of the proposed assessed value of his property,
The property owner has the right to file an appeal with the County Property Appraisal
Adjustment Board, which considers petitions relating to assessments and exemptions, The County
Property Appraisal Adjustment Board certifies the assessment roll upon completion of the hearing of all
appeals. Millage rates are then computed by the various taxing authorities and certified to the County
Property Appraiser, who applies the millage rates to the assessment roll. This procedure creates the tax
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roll which is then annually turned over to the County Tax Collector on or about the first Monday in
October.
Levy of Ad Valorem Taxes
A notice is mailed to each property owner on the tax roll for the taxes levied by counties, school
boards, and other taxing authorities, All taxes are due and payable on November 1 of each year or as
soon thereafter as the certified tax roll is received by the Tax Collector. Taxes may be paid upon receipt
of such notice with discounts at the rate of 4% if paid in the month of November; 3% if paid in the month
of December; 2% if paid in the month of January; and 1 % if paid in the month of February. Taxes paid
during the month of March are without discount. Taxes become delinquent on April 1 following the year
in which they are assessed or 60 days after mailing of the original tax notice, whichever is later. If the
delinquency date for ad valorem taxes is later than April 1 of the year following the year in which taxes
are assessed, all dates or time periods specified in the Florida Statutes relative to the collection of, or
administrative procedures regarding, delinquent taxes shall be extended a like number of days,
Exemptions from the ad valorem tax include the first $25,000 of assessed value for a homestead;
homestead property of totally and permanently disabled persons; improved real property on which a
renewable energy source device is installed and operated; inventory; property used by not-for-profit
hospitals, nursing homes and homes for special services; property used by certain not-for-profit homes
for the aged; property used exclusively for educational purposes by educational institutions or other
exempt organizations, including charter schools, for educational purposes; property owned by certain
charitable, literary, religious or scientific organizations and used predominately for such purposes;
property owned and used for educational purposes by labor organizations; property of certain
community centers; certain property used for affordable housing; property owned and used by certain
governmental units; property of certain not-for-profit sewer and water companies; and the first $500 of
property of every widow, widower, blind person or disabled person.
In addition, pursuant to Section 196.075, Florida Statutes, beginning with Fiscal Year 2001, an
additional homestead exemption of $25,000 may be granted by a county or municipality relating to ad
valorem taxes payable to either persons 65 or older, subject to certain income limitations, The County has
adopted such an exemption.
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Property Tax Rates
The following table shows property tax rates for the County for the last ten fiscal years.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES - ALL DIRECT AND OVERLAPPING GOVERNMENTS(l)
(Fiscal Years 1994-2003)
(Unaudited)
COLLIER COUNTY OTHER
Special Debt Capital
Fiscal General Revenue Service Projects School Independent
Year Fund Fund Funds Fund Total District Districts Total
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.
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Assessed Valuations
The following table shows the assessed valuations for the last ten fiscal years.
COLLIER COUNTY, FLORIDA
ASSESSED VALUE OF TAXABLE PROPERTY
(in 000'5)
Exemptions
Governmental Widow, Taxable
Fiscal Assessed and Disability Assessed
Year Valueill Institutional Homestead and Other Valuation
1995 $18,617,175 $1,523,849 $1,093,553 $17,579(2) $15,982,194
1996 19,684,394 1,588,934 1,146,728 18,071 16,930,661
1997 20,953,662 1,634,173 1,217,637 18,720 18,083,132
1998 22,552,225 1,720,842 1,280,311 21,996 19,529,076
1999 24,594,905 1,885,947 1,341,129 25,235 21,342,594
2000 27,947,279 2,08t540 t413,081 30,457 24,422,201
2001 31,584,941 2,296,674 1,510,735 35,511 27,742,021
2002 37,740,846 2,722,756 1,578,896 44,191 33,395,002
2003 44,405,703 3,182,241 1,674,703 58,335 39,490,423
[2004] [To Come] [To Come] [To Come] [To Come] [To Come]
(1) The basis of assessed value required by the state is 100 percent of actual value, For each fiscal
year ending September 30th, property is valued as of the preceding January 1st,
(2) See "AD V AlOREM TAXATION - Save Our Homes Amendment" herein for a discussion of the
impact of the Save Our Homes Amendment.
Source: Collier County, Florida, Comprehensive Annual Financial Report, Year Ended September 30,
2003; [Collier County Finance Department].
Tax Collection
It is the County Tax Collector's duty on or before June 1 of each year to advertise and sell tax
certificates on real property delinquencies extending from the previous April 1. The tax certificates must
not be less than the amount of the taxes plus interest from April 1 to the date of sale, together with the
cost of advertising and expense of sale, Delinquent real property taxes bear interest at the rate of 18% per
year from April 1 until a certificate is sold at auction, at which time the interest rate is as bid by the buyer
of the certificate. Delinquent taxes may be redeemed prior to sale of the tax certificates upon payment of
all costs, delinquent taxes, and interest. The minimum interest for delinquent taxes paid prior to the sale
of a certificate is 3%.
A tax certificate may be redeemed by paying the County Tax Collector the face value of the
certificate, interest, costs, charges and omitted taxes, if any, plus a redemption fee of $5, The redeemer
must pay the interest rate due on the certificate or 5% of the face amount of the certificate, whichever
amount is greater, unless the certificate was bid at no interest.
16
Fiscal
Year
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
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A
Florida law provides a different method for the collection of delinquent tangible personal
property taxes, which includes the possible seizure and sale of the tangible personal property.
Tax Deeds
After two years from April 1 of the year of issuance of the tax certificate and before seven years of
the date of issuance, a private holder of any unredeemed tax certificate may apply for a tax deed to the
property. The County, for tax certificates that it has acquired, also has a two-year minimum wait for
purchase of a tax deed, beginning April 1 of the year of issuance of the certificate, Such procedures are
governed by State law applicable to all Florida counties.
The request for a tax deed is referred to the Clerk of the Circuit Court of the County who will
hold an auction after the proposed sale of the tax deed has been advertised for four consecutive weeks in
a newspaper as prescribed by law,
The following table shows tax levies and tax collections in the County for the last ten fiscal years.
Population
186,641
186,641
197,400
202,903
210,095
219,685
229,821
251,377
264,475
284,918
COLLIER COUNTY, FLORIDA
PROPERTY TAX LEVIES AND COLLECTIONS
(1994-2003)
County
Commissioners
Tax Levy
($OOO's)
$ 69,983
71,087
78,816
88,547
94,353
97,419
108,490
122,929
157,744
185,633
Tax
Collections
($OOO's)
$ 63,833
64,772
71,876
80,873
86,060
88,636
98,830
111,976
144,504
169,794
Discounts
Allowed
($ooO's)
$2,219
2,284
2,525
2,871
3,083
3,191
3,597
4,086
5,278
6,229
Taxes Collected
Plus
Discounts
($OOO's)
$ 66,052
67,056
74,401
83,744
89,143
91,827
102,427
116,062
149,782
176,023
Percent of Total
Taxes Collected Plus
Discounts to Tax Levy
94.38%
94,33
94.40
94.58
94.48
94.26
94.41
94.41
94,95
94,82
Levy Cost
Per Person
$374,96
380.88
399,27
436,40
449.10
443.45
472.06
489.02
596.44
651,53
Source: Collier County, Florida Comprehensive Annual Financial Report, Year Ended September 30,
2003.
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17
10 B
ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds to be derived from the
sale of the Series 200SA Bonds:
SOURCES:
Principal Amount of Series 200SA Bonds
$
TOTAL SOURCES
$
USES:
Retirement of Prior Note
Deposit to Project Fund
Costs of Issuance(1)
$
TOTAL USES
$
(1) Includes underwriting discount, financial advisory and legal fees and expenses, municipal bond
insurance premium and other miscellaneous costs of issuance,
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'4-
DEBT SERVICE SCHEDULE
Bond Year
Ended
January 1 Principal Interest Debt Service
2006 $ $ $
2007
2008
2009
2010
2011
2012
2013
TOTALS $ $ $
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::.:
PRO FORMA DEBT SERVICE COVERAGE
Maximum Annual
Debt Service
Requirementill
$5,185,160
Fiscal Year 2003
Limited
Ad Valorem Tax
Collectionsill
$
Pro-Forma
Debt Service
Coverage
x
(1) The estimated debt service on the Series 2005A Bonds is based on an estimated true interest cost of
3.57%, a principal amount of $35,370,000, and a final maturity of January 1, 2013 and assuming the
principal payments as set forth on the cover page hereof.
(2) Assumes a full levy of 0.25 mill on all non-exempt property in the County based on Fiscal Year 2003
Taxable Assessed Valuation of $
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
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 AS TO THE
ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT THERE HAS NOT BEEN ANY
MATERIAL ADVERSE CHANGE IN SUCH INFORMATION SUBSEQUENT TO THE DATE OF SUCH
INFORMATION. THE COUNTY HAS NOT MADE ANY INVESTIGATION INTO THE FINANCIAL
CONDITION OF THE INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE
INSURER TO MEET ITS OBLIGATIONS UNDER THE BOND 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:
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1. Florida Local Government Surplus Trust Fund (State Board of Administration ("SBA"));
2, US Government Securities - Direct Obligations;
3, US Federal Agencies - Backed by Full Faith and Credit of US Government;
4, US Federal Instrumentalities - US Federal Agency Securities Not Backed by Full Faith
and Credit of US Government, except for Student Loan Marketing Association;
5. Certificates of Deposit - Collateralized with US Government Securities or Federal
Agencies;
6. Repurchase Agreements;
7. Fixed Income Mutual Funds - Collateralized with US Government Securities or Federal
Agencies;
8, Domestic Bankers Acceptances - Rated "AA" or higher, and inventory based;
9, Prime Commercial Paper - Rated "A-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;
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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.
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 MA TIERS
Certain legal matters incident to the validity of the Series 2005A Bonds are subject to the approval
of Nabors, Giblin & Nickerson, P.A, Bond Counsel, Tampa, Florida whose approving opinion in the form
attached hereto as "APPENDIX E -FORM OF BOND COUNSEL OPINION" will be furnished without
charge to the purchasers of the Series 2005A 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 2005A
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 MATTERS" 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 2005A
Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the
adoption of the Resolution, or the pledge of the Limited Ad Valorem Tax and certain funds and accounts
in the Resolution. 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
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County, Inc., et al. v. Jeb 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
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 2005A 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,
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 REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly
offer or sell securities of the County except by an offering circular containing full and fair disclosure of all
defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the
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
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and has not been in default on any bond issued since December 31, 1975 which would be considered
material by a reasonable investor,
TAX MATTERS
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX E - FORM OF
BOND COUNSEL OPINION" attached hereto, the interest on the Series 2005A 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 2005A 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 2005A Bonds with certain requirements of the Code, regarding the use, expenditure
and investment of Series 2005A Bonds proceeds and the timely payment of certain investment earnings to
the Treasury of the United States, may cause interest on the Series 2005A 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 2005A 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 2005A Bonds, including,
among other things, restrictions relating to the use or investment of the proceeds of the Series 2005A
Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2005A Bonds to
the Treasury of the United States, Noncompliance with such provisions may result in interest on the
Series 2005A 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 2005A Bonds. Prospective purchasers of Series 2005A Bonds should be aware that the ownership
of Series 2005A Bonds may result in other collateral federal tax consequences, For example, ownership of
the Series 2005A 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 2005A Bonds, (2) the branch profits tax,
and (3) the inclusion of interest on the Series 2005A Bonds in passive income for certain Subchapter S
corporations, In addition, the interest on the Series 2005A 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 2005A BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING,
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BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE, PROSPECTIVE SERIES 2005A
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN
THAT REGARD,
Florida Taxes
In the opinion of Bond Counsel, the Series 2005A 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 2005A Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions. Purchasers of the Series 2005A Bonds should consult
their own tax advisors as to the income tax status of interest on the Series 2005A 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 2005A 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 2005A 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 2005A 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 2005A Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2005A Bonds maturing _ through ---J 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
2005A 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 2005A Bonds maturing on _
through ---J 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
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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
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
Moody's Investors Service ("Moody's") and Standard & Poor's Ratings Group ("S&P") are
expected to assign ratings of "Aaa" and "AAA," respectively, with the understanding that upon delivery
of the Series 2005A Bonds, the Bond Insurance Policy will be issued by the Insurer. In addition, Moody's
and S&P have assigned ratings of "Aa3" and "AA-," respectively, without regard to the possibility that all
or certain maturities of the Series 2005A Bonds may be insured. 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 2005A Bonds. An explanation of the significance of the ratings can be
received from the rating agencies, at the following addresses: Moody's Investors Service, 99 Church
Street, New York, New York 10007-2796 and Standard & Poor's Ratings Services, 55 Water Street, New
York, New York 10041.
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 2005A 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 2005A Bonds, The Financial Advisor may receive a
fee for bidding investments of certain proceeds of the Series 2005A Bonds.
AUDITED FINANCIAL STATEMENTS
The general purpose financial statements of the County as of September 30, 2003 and for the year
then ended, attached hereto as "APPENDIX C - AUDITED FINANCIAL STATEMENTS OF COLLIER
COUNTY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2003," have been audited by KPMG LLP,
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independent auditors, as stated in their report appearing therein, Such statements, including the report
of KPMG LLP, have been included in this Official Statement as public documents and the consent of
KPMG LLP to include such documents herein was not requested,
The Series 2005A Bonds are payable solely from the Limited Ad Valorem Tax and certain other
funds and accounts as described in the Resolution and the Series 2005A Bonds are not otherwise secured
by, or payable from, the general revenues of the County. The general purpose financial statements are
presented for general information purposes only.
UNDERWRITING
The Series 2005A 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 they will be obligated to purchase all of the Series 2005A Bonds if any Series 2005A Bonds are
purchased. The Series 2005A Bonds may be offered and sold to certain dealers (including dealers
depositing such Series 2005A Bonds into investment trusts) at prices lower than such public offering
prices, and such public offering prices may be changed, from time to time, by the Underwriter.
CONTINGENT FEES
The County has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with
respect to the authorization, sale, execution and delivery of the Series 2005A Bonds, Payment of the fees
of such professionals and an underwriting discount to the Underwriter are each contingent upon the
issuance of the Series 2005A Bonds,
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2005A Bonds upon an event of default under
the Resolution and the Bond 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 2005A Bonds and the Bond 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 2005A
Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the
remedies provided in the various legal instruments, by limitations imposed by bankruptcy,
reorganization, insolvency or other similar laws affecting the rights of creditors enacted before of after
such delivery. See "APPENDIX B - FORM OF THE RESOLUTION" attached hereto for a description of
events of default and remedies,
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CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2005A Bondholders to provide certain
financial information and operating data relating to the County and the Series 2005A 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 SIDs, 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 E -
FORM OF CONTINUING DISCLOSURE CERTIFICATE" attached hereto. The Continuing Disclosure
Certificate shall be executed by the County prior to the issuance of the Series 2005A 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 2005A 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 2005A Bonds, the security for the payment of the Series 2005A 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 2005A Bonds,
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
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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 200SA 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, any municipal bond insurance policy, DTC, the
book-entry only system of registration and the information contained under the caption "TAX
MATTERS," as to which no opinion shall be expressed), as of its date and as of the date of delivery of the
Series 200SA 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
j: \ bonds \ 439904 \pos3,doc
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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 2005A Bonds are secured by the Limited Tax 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
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proposed expenditures beginning in April for compilation by the Budget Officer no later than July 1 of
each year and each submission is matched against available revenues, A balanced, proposed budget is
presented to the Board for review within 15 days of receipt of an assessed value certification from the
County's Property Appraiser which is due by July 1, A tentative budget is thereupon adopted within 15
days.
Subsequent to public hearings, a final budget is adopted, The final budget for the fiscal year
ended September 30, 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.
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Most of the growth of Collier County is due to migration, As of April I, 2002, the estimated
median age of the County's population was 45,2 years according to the 2003 Florida Statistical Abstract,
University of Florida. The majority of the population is over the age of 18, with the age category 15-44
comprising 33.3% of the overall population.
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30, 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 ----ªZ
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 3D,
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 Valuation(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
commodi ty.
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
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approximately 422,000 square feet and include two six-story towers that house Naples Community
Hospital's 408 licensed beds and patient care ancillary services and a two-story support services wing
located between the two towers. Hospital services are also provided in the Carpenter-Briggs Radiation
Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent
Care Center located in leased space approximately seven miles from Naples Community Hospital, and in
several other outpatient facilities that provide urgent care, rehabilitation, wellness and infusion services.
The Cleveland Clinic operates a hospital in the northern portion of the County.
The Collier County Health Department operates in every community in the County under the
direction of a licensed physician and with a staff of trained specialists, including public health workers,
nurses, sanitarians and clinical psychologists.
COLLIER COUNTY
FINANCIAL AND ECONOMIC DATA
(1994-2003)
Per Bank
Fiscal Percent Capita Deposits
Year Populationill Increase Income (OOO'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 Valueill Assessed Valueill Assessed Value
1994 $15,130,183,723 $ 851,954,071 $15,982,193,801 $19,387,178,081 82.44%
1995 16,038,210,161 892,359,888 16,930,661,056 20,463,371,228 82.74
1996 17,146,475,680 936,566,144 18,083,131,561 21,751,280,540 83.14
1997 18,547,873,169 981,119,415 19,529,075,510 23,436,330,545 83.33
1998 20,304,971,514 1,037,538,724 21,342,594,299 25,777,151,470 82.79
1999 23,271,327,045 1,150,774,033 24,422,201,235 29,830,939,079 81.86
2000 26,493,401,264 1,248,512,604 27,742,021,485 33,902,799,963 81.82
2001 32,057,961,136 1,336,930,733 33,395,002,460 41,333,321,441 80.79
2002 38,085,169,570 1,405,140,367 39,490,423,314 49,671,844,946 79,50
2003 44,492,425,404 1,493,184,997 45,985,727,314 57,761,717,617 79.60
(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(1)
(1994-2003)
(Unaudited)
COLLIER COUNTY OTHER
Special Debt Capital
Fiscal General Revenue Service Projects School Independent
Year Fund Fund Funds Fund Total District Districts Total
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\ 439904\ appendix a-3,doc
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EXHIBIT D
FORM OF FORM OF CONTINUING DISCLOSURE CERTIFICATE
1 0 8
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 $ Limited General
Obligation Bonds (Conservation Collier Program), Series 2005A (the "Bonds"). The Bonds are being
issued pursuant to Home Rule Ordinance No. 04-_ adopted by the Board of County Commissioners of
the Issuer (the "Board") on [December 14, 2004], Resolution No. 2002-265 adopted by the Board on
June 11,2002 (the "Referendum Resolution") and Resolution No, 04-_ adopted by the Board of County
Commissioners of the Issuer on ,2004, as amended and supplemented from time to time
(the "Resolution"),
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the
Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure
requirements of Securities and Exchange Commission Rule 15c2-12,
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section,
the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes.
"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,
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"Repository" shall mean each National Repository and each State Repository and shall include
any other entity authorized and approved by the SEC to act as a central post office for purposes of
complying with the Rule,
"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 the Insurer; and
(ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer
certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,
stating the date it was provided and listing 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,
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SECTION 4, CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or
include by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement dated , 2005 (the "Official
Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report
when they become available; and
(b) updates to the following historical financial information and operating data presented in
tabular form in the Official Statement entitled "COLLIER COUNTY, FLORIDA PROPERTY TAX RATES,"
COLLIER COUNTY, FLORIDA ASSESSED VALUE OF TAXABLE PROPERTY," "COLLIER COUNTY,
FLORIDA PROPERTY TAX COLLECTION AND LEVIES," 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;
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10. release, substitution, or sale of property securing repayment of the Bonds;
11. ratings changes; and
12. notice of any failure on the part of the Issuer to meet the requirements of Section
3 hereof,
(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer
shall promptly determine if such event would be material under applicable federal securities laws;
provided, however, that any event under clauses 1, 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
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at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial
Owners of the Bonds in the same manner as provided in the Resolution for amendments to the
Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of
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.
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,it!.
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:
Limited General Obligation Bonds (Conservation Collier Program),
Series 2005A
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,org unless the United States Securities and
Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7,
2004.
Nationally Recognized Municipal Securities Information Repositories approved by the Securities and
Exchange Commission:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
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.jikenny.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 website at
www.sec.gov/info/municipal/nrmsir.htm.
j: \ bonds \ 439904 \ cdc3,doc
Exhibit B-1
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EXHIBIT E
GENERAL DESCRIPTION OF THE PRIOR PROJECT
The Prior Project generally included the acquisition of certain real property within
the County, collectively known as America's Business Park, as more particularly
described in the plans and specifications on file with the Issuer. The Tax Identification
Numbers for the parcels are 00143120009, 00144200009, 00144800001, 0014484003,
00144880005,00145000004,00144920004, 00144440005, 00145480006,00144640009,
00145681009 and 00145680204.