Resolution 2001-456
RESOLUTION NO. 01- 456
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 85-107 ENTITLED
"A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $29,625,000 CAPITAL IMPROVEMENT
REVENUE REFUNDING BONDS, SERIES 1985 OF THE
COUNTY TO FINANCE THE COST OF REFUNDING
CERTAIN OUTSTANDING OBLIGATIONS OF THE
COUNTY; PROVIDING FOR THE RIGHTS OF THE
HOLDERS OF SUCH BONDS; PROVIDING FOR THE
. PAYMENT THEREOF; MAKING CERTAIN OTHER
COVENANTS AND AGREEMENTS IN CONNECTION
WITH THE ISSUANCE OF SUCH BONDS; AND
PROVIDING AN EFFECTIVE DATE"; AUTHORIZING THE
FINANCING OF VARIOUS CAPITAL IMPROVEMENTS
WITHIN THE COUNTY AND REFINANCING OF CERTAIN
OUTSTANDING INDEBTEDNESS OF THE COUNTY;
AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$55,200,000 IN AGGREGATE PRINCIPAL AMOUNT OF
COLLIER COUNTY, FLORIDA CAPITAL IMPROVEMENT
REVENUE BONDS, SERIES 2001 IN ORDER TO EFFECT
SUCH FINANCING AND REFINANCING; PROVIDING
CERTAIN TERMS AND DETAILS OF SAID BONDS,
INCLUDING AUTHORIZING A NEGOTIATED SALE OF
SAID BONDS; DELEGA TING CERTAIN AUTHORITY TO
THE CHAIRMAN FOR THE EXECUTION AND DELIVERY
OF THE HEREIN DESCRIBED PURCHASE CONTRACT
WITH RESPECT THERETO; APPOINTING THE PAYING
AGENT AND REGISTRAR FOR SAID BONDS;
AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND THE EXECUTION AND
DELIVERY OF AN OFFICIAL STATEMENT WITH
RESPECT THERETO; ESTABLISHING A BOOK-ENTRY
SYSTEM OF REGISTRATION FOR THE BONDS;
AUTHORIZING MUNICIPAL BOND INSURANCE FOR
THE BONDS; AUTHORIZING A RESERVE ACCOUNT
lOB
"~
"~
'~ " .J"
I",
INSURANCE POLICY WITH RESPECT TO THE BONDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE CERTIFICATE; AND
PROVIDING AN EFFECTIVE DATE.
108
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1.
FINDINGS. It is hereby found and determined that:
(A) On April 30, 1985, the Board of County Commissioners (the "Board") of
Collier County, Florida (the "Issuer") duly adopted Resolution No. 85-107, as amended and
supplemented (collectively the "Resolution"), the title of which resolution is quoted in the
title of this Supplemental Resolution, for the purposes described therein, authorizing, among
other things, the issuance of $29,625,000 Capital Improvement Revenue Refunding Bonds,
Series 1985 (the "Series 1985 Bonds"), which Series 1985 Bonds were issued for the
principal purpose of refunding the Issuer's outstanding Capital Improvement Revenue Bonds,
1982. The Series 1985 Bonds are no longer outstanding under the Resolution.
(B) Pursuant to the Resolution the Issuer has heretofore issued its $8,225,000
Capital Improvement Revenue Refunding Bonds, Series 1992 (the "Series 1992 Bonds") for
the principal purpose of refunding the County's outstanding Capital Improvement Revenue
Bonds, Series 1988.
(C) Pursuant to the Resolution the Issuer has heretofore issued its $30,415,000
Capital Improvement Revenue Refunding Bonds, Series 1994 (the "Series 1994 Bonds") for
the principal purpose of refunding the County's outstanding Capital Improvement Revenue
Bonds, Series 1986.
(D) The Issuer has heretofore issued its Collier County, Florida Revenue Notes,
Draw Numbers A-11-1, A-11-2, A-11-3, A-I 1-4, A-12-1, A-13-1, A-18-1 and A-19-1 (the
"Prior Notes") to the Florida Local Government Finance Commission (the "Finance
Commission") and two promissory notes (the "Bank Notes") to Bank of America (the
"Bank") for the principal purpose of financing and refinancing various governmental projects
(the "Prior Projects").
(E) The Issuer has determined that certain capital improvements should be
acquired, constructed and equipped throughout the Issuer in order to improve the health,
safety and welfare of the inhabitants within the Issuer's geographic boundaries. Such capital
2
10B
improvements are generally described in Exhibit A hereto and are more particularly
described in the records, plans and specifications on file with the Issuer (the "Project"). Such
Exhibit A may be amended or supplemented from time to time by the Board without the
consent of any Bondholder (as defined in the Resolution) or Insurer (as defined in the
Resolution).
(F) The Resolution provides for the issuance of Additional Parity Bonds on a parity
with the outstanding Series 1992 Bonds and Series 1994 Bonds (collectively, the "Parity
Bonds") for the purpose of current refunding the Prior Notes and the Bank Notes and
financing the acquisition, construction and equipping of the Project, upon meeting the
requirements set forth therein.
(G) There is hereby authorized the current refunding of the Prior Notes and the
Bank Notes and financing and/or reimbursing the costs of the acquisition, construction and
equipping of the Project, all in the manner as provided by this Supplemental Resolution.
(H) The Issuer deems it to be in its best interest to issue its Collier County, Florida
Capital Improvement Revenue Bonds, Series 2001 (the "Series 2001 Bonds") for the
principal purpose of current refunding the Prior Notes and the Bank Notes and financing
and/or reimbursing the costs of the acquisition, construction and equipping of the Project.
The Series 2001 Bonds shall be issued on parity in all respects with the Parity Bonds
pursuant to the terms of the Resolution.
(I) Due to the potential volatility of the market for tax-exempt obligations such as
the Series 2001 Bonds and the complexity of the transactions relating to such Series 2001
Bonds, it is in the best interest of the Issuer to sell the Series 2001 Bonds by a negotiated
sale, allowing the Issuer to enter the market at the most advantageous time, rather than at a
specified advertised date, thereby permitting the Issuer to obtain the best possible price and
interest rate for the Series 2001 Bonds.
(J) The Issuer anticipates receiving a favorable offer to purchase the Series 2001
Bonds from Salomon Smith Barney Inc., Raymond James & Associates, Inc. and A.G.
Edwards & Sons, Inc. (collectively, the "Underwriters"), all within the parameters set forth
herein.
(K) Inasmuch as'the Board desires to sell the Series 2001 Bonds at the most
advantageous time and not wait for a scheduled Board meeting, so long as the herein
described parameters are met, the Issuer hereby determines to delegate the award and sale
of the Series 2001 Bonds to the Chairman within such parameters.
3
(L) The Issuer hereby certifies that it is not in default in performing any of the
covenants and obligations assumed under the Resolution and all of the covenants contained
in the Resolution shall apply to the Series 2001 Bonds.
(M) The report required by Section 19(I) of the Resolution is set forth as Exhibit
B hereto and the Board hereby accepts such report.
(N) All of the Prior Projects and the Project are of the nature and type that are
beneficial to, or available to, all of the citizens of the Issuer.
(O) The Resolution provides that the Series 2001 Bonds shall mature on such dates
and in such amounts, shall bear such rates of interest, shall be payable in such places and
shall be subject to such redemption provisions as shall be determined by Supplemental
Resolution adopted by the Issuer; and it is now appropriate that the Issuer set forth the
parameters and mechanism to determine such terms and details, which terms and details shall
be set forth in the hereinafter defined Purchase Contract.
SECTION 2. DEFINITIONS. When used in this Supplemental Resolution,
the terms defined in the Resolution shall have the meanings therein stated, except as such
definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the
Act and the Resolution.
SECTION 4. AUTHORIZATION OF THE CURRENT REFUNDING OF
THE PRIOR NOTES AND THE BANK NOTES AND THE FINANCING OF THE
PROJECT. The Issuer hereby authorizes the current refunding of the Prior Notes and the
Bank Notes and the financing and/or reimbursing of the Cost of the Project upon the
satisfaction in all respects of the conditions set forth in Section 6 hereof.
SECTION 5. DESCRIPTION OF THE SERIES 2001 BONDS. The Issuer
hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not
exceeding $55,200,000 to be known as the "Collier County, Florida Capital Improvement
Revenue Bonds, Series 2001," for the principal purposes of current refunding the Prior Notes
and the Bank Notes and financing and/or reimbursing the Cost of the acquisition,
construction and equipping of the Project. The aggregate principal amount of the Series
2001 Bonds to be issued pursuant to the Resolution shall be determined by the Chairman
provided such aggregate principal amount does not exceed $55,200,000. The Series 2001
Bonds shall be dated as of December 1, 2001 or such other date as the Chairman may
4
10B
determine, shall be issued in the form of fully registered Bonds in the denomination of
$5,000 or any integral multiple thereof, shall be numbered consecutively from one upward
in order of maturity preceded by the letter "R", shall bear interest from the dated date
determined therefor, payable semi-annually, on April 1 and October 1 of each year (the
"Interest Dates"), commencing on April 1, 2002 or such other date as may be determined by
the Chairman.
Interest on the Series 2001 Bonds shall be payable by check or draft of Fifth Third
Bank, Cincinnati, Ohio, as Paying Agent, made payable and mailed to the Holder in whose
name such Bond shall be registered at the close of business on the date which shall be the
fifteenth day (whether or not a business day) of the calendar month next preceding the
applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the
account of such Holder. Principal of the Series 2001 Bonds is payable to the Holder upon
presentation, when due, at the designated corporate trust office of The Fifth Third Bank,
Cincinnati, Ohio, as Paying Agent. The principal of, redemption premium, if any, and
interest on the Series 2001 Bonds are payable in lawful money of the United States of
America.
The Series 2001 Bonds shall bear interest at such rates and yields, shall mature on
October 1 of each of the years and in the principal amounts corresponding to such years, and
shall have such redemption provisions as determined by the Chairman subject to the
conditions set forth in Section 6 hereof. All of the terms of the Series 2001 Bonds will be
included in a Purchase Contract which shall be in substantially the form attached hereto and
made a part hereof as Exhibit C (the "Purchase Contract"). The Chairman is hereby
authorized to execute the Purchase Contract in substantially the form attached hereto as
Exhibit C with such modifications as he deems appropriate upon satisfaction of the
conditions described in Section 6 hereof.
SECTION 6. CONDITIONS TO EXECUTION OF PURCHASE
CONTRACT. The Purchase Contract shall not be executed by the Chairman until such time
as all of the following conditions have been satisfied:
(A) Receipt by the Chairman of a written offer to purchase the Series 2001 Bonds
by the Underwriters substantially in the form of the Purchase Contract attached hereto as
Exhibit A, said offer to provide for or demonstrate, among other things, (i) not exceeding
$55,200,000 aggregate principal amount of Series 2001 Bonds, (ii) an underwriting discount
(including management fee and all expenses) not in excess of 0.55% of the par amount of the
Series 2001 Bonds, (iii) a true interest cost of not more than 5.25% per annum, and (iv) the
maturities of the Series 2001 Bonds, with the final maturity being not later than October 1,
2021.
10B
(B) With respect to any optional redemption terms for the Series 2001 Bonds, the
first call date may be no later than October 1, 2012 and no call premium may exceed 2.0 %
of the par amount of that portion of the Series 2001 Bonds to be redeemed. Term Bonds may
be established with such Amortization Installments as the Chairman deems appropriate.
(C) Receipt by the Chairman of a disclosure statement and a truth-in-bonding
statement of the Underwriters dated the date of the Purchase Contract and complying with
Section 218.385, Florida Statutes.
(D) Receipt by the Chairman of a good faith deposit from the Underwriters in an
amount not less than 1.0% of the par amount of the Series 2001 Bonds.
Upon satisfaction of all the requirements set forth in this Section 6, the Chairman is
authorized to execute and deliver the Purchase Contract containing terms complying with the
provisions of this Section 6.
SECTION 7. REDEMPTION PROVISIONS FOR SERIES 2001 BONDS.
The Series 2001 Bonds may be redeemed prior to their respective maturities from any
moneys legally available therefor, upon notice as provided in the Resolution, upon the terms
and provisions as determined by the Chairman and set forth in the Purchase Contract subject
to the conditions contained in Section 6 hereof.
SECTION 8. FULL BOOK-ENTRY. Notwithstanding the provisions set
forth in Section 13 of the Resolution, the Series 2001 Bonds shall be initially issued in the
form of a separate single certificated fully registered Series 2001 Bond for each of the
maturities of the Series 2001 Bonds. Upon initial issuance, the ownership of each such Bond
shall be registered in the registration books kept by the Registrar in the name of Cede & Co.,
as nominee of The Depository Trust Company ("DTC"). As long as the Series 2001 Bonds
are registered in the name of Cede & Co., all of the Outstanding Series 2001 Bonds shall be
registered in the registration books kept by the Registrar in the name of Cede & Co., all
payments of principal on the Series 2001 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 2001 Bonds, upon
presentation of the Series 2001 Bonds to be paid, to the Paying Agent.
With respect to Series 2001 Bonds registered in the regiStration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the
Paying Agent shall have no responsibility or obligation to any direct or indirect participant
in the DTC book-entry program (the "Participants"). Without limiting the immediately
preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no
responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede &
6
10B
Co. or any Participant with respect to any ownership interest on the Series 2001 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 2001 Bonds,
including any notice of redemption, or (C) the paYment to any Participant or any other
Person, other than a Bondholder, as shown in the registration books kept by the Registrar,
of any amount with respect to principal of, Redemption Price, if any, or interest on the Series
2001 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the
Person in whose name each Series 2001 Bond is registered in the registration books kept by
the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of
principal, Redemption Price, if any, and interest with respect to such Bond, for the purpose
of giving notices of redemption and other matters with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever.
The Paying Agent shall pay all principal of, Redemption Price, if any, and interest on the
Series 2001 Bonds only to or upon the order of the respective Holders, as shown in the
registration books kept by the Registrar, or their respective attorneys duly authorized in
writing, as provided herein and all such payments shall be valid and effective to fully satisfy
and discharge the Issuer's obligations with respect to payment of principal of, Redemption
Price, if any, and interest on the Series 2001 Bonds to the extent of the sum or sums so paid.
No Person other than a Holder, as shown in the registration books kept by the Registrar, shall
receive a certificated Bond evidencing the obligation of the Issuer to make payments of
principal, Redemption Price, if any, and interest pursuant to the provisions of the Resolution.
Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., and subject to the provisions in the
Resolution with respect to transfers during the 15 days next preceding an Interest Date or first
mailing of notice of redemption, the words "Cede & Co." in this Supplemental Resolution
shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall
promptly deliver a copy of the same to the Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the outstanding Series 2001 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 2001 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, the Series 2001 Bonds shall no longer be restricted to being registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but
may be registered in whatever name or names Holders shall designate, in accordance with
the provisions of the Resolution. In such event, the Issuer shall issue and the Registrar shall
7
10B
authenticate, transfer and exchange the Series 2001 Bonds of like principal amount and
maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof.
The foregoing notwithstanding, until such time as participation in the book-entry only system
is discontinued, the provisions set forth in the Blanket Issuer Letter of Representations
previously executed by the Issuer and delivered to DTC shall apply to the payment of
principal of, premium, if any, and interest on the Series 2001 Bonds.
SECTION 9. APPLICATION OF SERIES 2001 BOND PROCEEDS; USE
OF OTHER MONEYS. The proceeds derived from the sale of the Series 2001 Bonds shall
be applied by the Issuer as follows:
(A) An amount equal to the accrued interest, if any, on the Series 2001 Bonds shall
be deposited to the Interest Account of the Sinking Fund and shall be used to pay a portion
of the interest on the Series 2001 Bonds.
(B) An amount necessary to repay the Prior Notes shall be distributed pursuant to
the instructions of the Finance Commission to be applied to the full payment of such Prior
Notes on January 18, 2002 or such other date as determined between the Finance
Commission and the Chairman so long as such date is no later than the 90th day from the date
of issuance of the Series 2001 Bonds.
(C) An amount necessary to repay the Bank Notes shall be distributed pursuant to
the instructions of the Bank to be applied to the full payment of such Bank Notes within 90
days from the date of issuance of the Series 2001 Bonds; provided, however, that the
Chairman is hereby delegated the authority to determine, upon the advice of the Issuer's
Financial Advisor, prior to the sale of the Series 2001 Bonds to the Underwriters whether to
repay the Bank Notes in connection with the issuance of the Series 2001 Bonds and what
portion of the Bank Notes to repay, if any.
(D) A sufficient amount of the Series 2001 Bond proceeds shall be applied to the
payment of the premium for the hereinafter described Bond Insurance Policy applicable to
the Series 2001 Bonds, to the payment of the premium for the hereinafter described reserve
account insurance policy, and to the payment of costs and expenses relating to the issuance
of the Series 2001 Bonds.
(E) The remainder of the proceeds of the Series 2001 Bonds shall be deposited to
the Construction Fund and applied to pay the Cost of the Project.
(F) Moneys released from the Reserve Account, if any, as a result of the purchase
of the reserve account insurance policy described in Section 13(B) hereof shall be applied
to the refinancing of the Prior Notes and/or the Bank Notes.
SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hereby authorizes the distribution and use of the Preliminary Official Statement in
substantially the form attached hereto as Exhibit D in connection with the offering of the
Series 2001 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 Chairman is hereby authorized to approve such insertions,
changes and modifications. The Chairman 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 Chairman
deeming the Preliminary Official Statement "final" as described above shall be conclusive
evidence of the approval of any insertions, changes or modifications.
SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions of
the Official Statement relating to the Series 2001 Bonds shall be substantially as set forth in
the Preliminary Official Statement and shall include all of the specific financial terms of the
Series 2001 Bonds. The Chairman is hereby authorized and directed to execute and deliver
said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such
Official Statement to be delivered to the Underwriters with such changes, amendments,
modifications, omissions and additions as may be approved by the Chairman. Said Official
Statement, including any such changes, amendments, modifications, omissions and additions
as approved by the Chairman and the information contained therein are hereby authorized
to be used in connection with the sale of the Series 2001 Bonds to the public. Execution by
the Chairman of the Official Statement shall be deemed to be conclusive evidence of
approval of such changes.
SECTION 12. APPOINTMENT OF PAYING AGENT AND REGISTRAR.
Subject in all respects to the satisfaction of the conditions set forth in Section 6 hereof, Fifth
Third Bank, Cincinnati, Ohio, is hereby designated Registrar and Paying Agent for the Series
2001 Bonds. The Chairman and/or the Clerk or any designated Deputy Clerk are hereby
authorized to enter into any agreement which may be necessary to effect the transactions
contemplated by this Section 12 and by the Resolution.
SECTION 13. MUNICIPAL BOND INSURANCE; RESERVE ACCOUNT
INSURANCE POLICY. (A) Subject in all respects to the satisfaction of the conditions set
forth in Section 6 hereof, the Issuer hereby authorizes the payment of the principal of and
interest on the Series 2001 Bonds to be insured pursuant to a municipal bond insurance
9
policy (the "Bond Insurance Policy") that guarantees payment of principal of and interest on
the Series 2001 Bonds issued by Financial Guaranty Insurance Company ("Financial
Guaranty"), a monoline financial guaranty insurer domiciled in the State of New York and
subject to regulation by the State of New York Insurance Department. The Chairman and
the Clerk are hereby authorized to execute such documents and instruments necessary to
cause Financial Guaranty to insure the Series 2001 Bonds. With respect to the Series 2001
Bonds, Financial Guaranty shall be deemed to be the "Insurer" as such term is used and
defined in the Resolution.
(B) Subject in all respects to the satisfaction of the conditions set forth in Section
6 hereof, the Issuer shall deposit to the Reserve Account a reserve account insurance policy
purchased from Financial Guaranty the face amount of which, together with any other cash
amounts and the face amounts of any other reserve policies or surety bonds on deposit in the
Reserve Account, is equal to the Maximum Bond Service Requirement for all Outstanding
Bonds. At the discretion of the Chairman, such reserve account insurance policy may be in
such amount as to allow for the release of the moneys presently on deposit in the Reserve
Account for the benefit of the Parity Bonds. The Chairman is hereby authorized to enter into
a Debt Service Reserve Fund Policy Agreement substantially in the form attached hereto as
Exhibit F in order to cause Financial Guaranty to issue such reserve account insurance policy.
The provisions of such Debt Service Reserve Fund Policy Agreement, when executed and
delivered, shall be incorporated herein by reference and to the extent there are any conflicts
between the Debt Service Reserve Fund Policy Agreement and the Resolution, the provisions
of the Debt Service Reserve Fund Policy Agreement shall control.
SECTION14. PROVISIONS RELATING TO BOND INSURANCE
POLICY. So long as the Bond Insurance Policy issued by the Insurer is in full force and
effect and the Insurer has not defaulted in its payment obligations under the Bond Insurance
Policy, the Issuer agrees to comply with the following provisions, notwithstanding any
provision in the Resolution to the contrary:
(A) Information Provided to Financial Guaran_ty. Financial Guaranty shall be
. provided with the following information: (i) within 180 days after the end of each of the
Issuer's fiscal years, the annual audited financial statements for such fiscal years, and, if not
presented in the audited financial statements, a statement of the revenues pledged to the
payment of Series 2001 Bonds; (ii) any Official Statement or other disclosure document, if
any, prepared in connection with the issuance of additional debt, whether or not on parity
with the Series 2001 Bonds, within 30 days of the sale thereof; (iii) immediate notice of any
draw upon or deficiency due to market fluctuation in the amount, if any, on deposit in the
Reserve Account; (iv) notice of the redemption, other than mandatory sinking fund
redemption, of any of the Series 2001 Bonds, or any advance refunding of the Series 2001
10
108
Bonds, including the principal amount, maturities and CUSIP numbers thereof; and (v) such
additional information as Financial Guaranty may reasonably request from time to time. The
Issuer shall be solely responsible for providing the information described in clauses (i)-(iii)
above.
(B) Payment Procedure Pursuant to Bond Insurance Policy. If, on the third day
preceding any Interest Date for the Series 2001 Bonds the Issuer does not have on deposit
sufficient moneys available to pay all principal of and interest on the Series 2001 Bonds due
on such date, the Issuer shall immediately notify Financial Guaranty and State Street Bank
and Trust Company, N.A., New York, New York or its successor as its Fiscal Agent (the
"Fiscal Agent") of the amount of such deficiency. If, by said Interest Date, the Issuer has not
provided the amount of such deficiency, the Paying Agent shall simultaneously make
available to Financial Guaranty and to the Fiscal Agent the registration books for the Series
2001 Bonds maintained by the Paying Agent. In addition:
(i) The Paying Agent or Registrar shall provide Financial Guaranty with
a list of the Series 2001 Bondholders entitled to receive principal or interest payments
from Financial Guaranty under the terms of the Bond Insurance Policy and shall make
arrangements for Financial Guaranty and its Fiscal Agent (a) to mail checks or drafts
to Series 2001 Bondholders entitled to receive full or partial interest payments from
Financial Guaranty and (b) to pay principal of the Series 2001 Bonds surrendered to
the Fiscal Agent by the Series 2001 Bondholders entitled to receive full or partial
principal payments from Financial Guaranty; and
(ii) The Paying Agent shall, at the time it makes the registration books
available to Financial Guaranty pursuant to (i) above, notify Series 2001 Bondholders
entitled to receive the payment of principal of or interest on the Series 2001 Bonds
from Financial Guaranty (a) as to the fact of such entitlement, (b) that Financial
Guaranty will remit to them all or part of the interest payments coming due subject to
the terms of the Bond Insurance Policy, (c) that, except as provided in paragraph (C)
below, in the event that any Series 2001 Bondholder is entitled to receive full payment
of principal from Financial Guaranty, such Series 2001 Bondholder must tender his
Series 2001 Bond with the instrument of transfer in the form provided on the Series
2001 Bond executed in the name of Financial Guaranty, and (d) that, except as
provided in paragraph (C) below, in the event that such Series 2001 Bondholder is
entitled to receive partial payment of principal from Financial Guaranty, such Series
2001 Bondholder must tender his Series 2001 Bond for payment first to the Paying
Agent, which shall note on such Series 2001 Bond the portion of principal paid by the
Paying Agent, and then, with an acceptable form of assignment executed in the name
of Financial Guaranty, to the Fiscal Agent, which will then pay the unpaid portion of
11
principal to the Series 2001 Bondholder subject to the terms of the Bond Insurance
Policy.
(C) In the event that the Paying Agent has notice that any payment of principal of
or interest on a Series 2001 Bond has been recovered from a Series 2001 Bondholder
pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with
the final, nonappealable order of a court having competent jurisdiction, the Paying Agent
shall, at the time it provides notice to Financial Guaranty, notify all Series 2001 Bondholders
that in the event that any Series 2001 Bondholder's payment is so recovered, such Series 2001
Bondholder will be entitled to payment from Financial Guaranty to the extent of such
recovery, and the Paying Agent shall furnish to Financial Guaranty its records evidencing the
payments of principal of and interest on the Series 2001 Bonds which have been made by the
Paying Agent and subsequently recovered from Series 2001 Bondholders, and the dates on
which such payments were made.
(D) Financial Guaranty shall, to the extent it makes payment of principal of or
interest on the Series 2001 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 Paying Agent
shall note Financial Guaranty's rights as subrogee on the registration books maintained by
the Paying Agent upon receipt from Financial Guaranty of proof of the payment of interest
thereon to the holders of such Series 2001 Bonds and (ii) in the case of subrogation as to
claims for past due principal, the Paying Agent shall note Financial Guaranty's rights as
subrogee on the registration books for the Series 2001 Bonds maintained by the Paying Agent
upon receipt of proof of the payment of principal thereof to the holders of such Series 2001
Bonds. Notwithstanding anything in this Indenture or the Series 2001 Bonds to the contrary,
the Paying Agent shall make payment of such past due interest and past due principal directly
to Financial Guaranty to the extent that Financial Guaranty is a subrogee with respect thereto.
(E) Amendments. Any amendments to the Resolution requiring Bondholder
consent entered into in accordance with the provisions of the Resolution shall require the
written consent of Financial Guaranty. Financial Guaranty shall be provided with a full
transcript of all proceedings relating to the execution of any Supplemental Resolution
containing such an amendment. Any rating agency rating the Series 2001 Bonds shall
receive notice of any amendment or supplement to the Resolution and a copy thereof at least
15 days prior to the amendment's execution.
(F) Additional Provisions. (i) Any successor Paying Agent for the Series 2001
Bonds must have combined capital, surplus and undivided profits of at least $50 million,
unless Financial Guaranty shall otherwise approve; (ii) no resignation or removal of the
12
10B
Paying Agent shall become effective until a successor has been appointed and has accepted
the duties of Paying Agent; (iii) Financial Guaranty shall be furnished with written notice of
the resignation or removal of the Paying Agent and the appointment of any successor thereto;
(iv) the Paying Agent shall provide Financial Guaranty with immediate notice of any
payment default and notice of any other default known to the Paying Agent within 30 days
of their knowledge thereof; (v) Financial Guaranty shall be a party in int6rest hereunder and
as a party entitled to (a) notify the Issuer, the Paying Agent and any applicable receiver of
the occurrence of an event of default under the Resolution and (b) request the Paying Agent
and any applicable receiver to intervene in judicial proceedings that affect the Series 2001
Bonds or the security therefor; the Paying Agent and any applicable receiver shall be required
to accept notice of default from Financial Guaranty; and (vi) if a forward supply contract is
employed in connection with a refunding of the Series 2001 Bonds, (a) the verification report
shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely
on the initial escrowed investments and the maturing principal thereof and interest income
thereon and does not assume performance under or compliance with the forward supply
contract, and (b) the applicable escrow agreement shall provide that in the event of any
discrepancy or difference between the terms of the forward supply contract and the escrow
agreement (or the authorizing document, if no separate escrow agreement is utilized), the
terms of the escrow agreement or authorizing document, if applicable, shall be controlling.
be:
(G)
Notices. The notice address for Financial Guaranty and the Fiscal Agent shall
Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
Attention: Risk Management
State Street Bank and Trust Company, N.A.
61 Broadway
New York, New York 10006
Attention: Corporate Trust Department
(H) Reserve Products. Notwithstanding any other provisions of the Resolution, the
provisions of Section 13 (E) of Resolution No. 92-399 adopted by the Issuer on July 28, 1992
shall apply with respect to any reserve account insurance policy or reserve account letter of
credit that is deposited to the Reserve Account subsequent to the issuance of the Series 2001
Bonds; provided, however, the fifth paragraph of said Section 13(E) shall not apply.
SECTION 15. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the satisfaction of the conditions set forth in Section 6 hereof, the Issuer hereby
13
covenants and agrees that, in order to provide for compliance by the Issuer with the
secondary market disclosure requirements of Rule 15c2-12 of the Securities and Exchange
Commission (the "Rule"), it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate to be executed by the Issuer and dated the date of delivery
of the Series 2001 Bonds, as it may be amended from time to time in accordance with the
terms thereof. The Continuing Disclosure Certificate shall be substantially in the form
attached hereto as Exhibit E with such changes, amendments, modifications, omissions and
additions as shall be approved by the Chairman who is hereby authorized to execute and
deliver such Certificate. Notwithstanding any other provision of the Resolution, failure of
the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an
event of default under the Resolution; provided, however, any Series 2001 Bondholder may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the Issuer to comply with its obligations under this
Section 15 and the Continuing Disclosure Certificate. For purposes of this Section 15,
"Series 2001 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 200 !
Bonds (including persons holding Series 2001 Bonds through nominees, depositories or other
intermediaries), or (B) is treated as the owner of any Series 2001 Bonds for federal income
tax purposes.
SECTION 16. GENERAL AUTHORITY. The members of the Board, the
Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby
authorized to do all acts and things required of them by this Supplemental Resolution, the
Resolution, the Official Statement, the Continuing Disclosure Certificate, the Debt Service
Reserve Fund Policy Agreement or the Purchase Contract or desirable or consistent with the
requirements hereof or the Resolution, the Official Statement, the Continuing Disclosure
Certificate, the Debt Service Reserve Fund Policy Agreement or the Purchase Contract for
the full punctual and complete performance of all the terms, covenants and agreements
contained herein or in the Series 2001 Bonds, the Resolution, the Official Statement, the
Continuing Disclosure Certificate, the Debt Service Reserve Fund Policy Agreement and the
Purchase Contract and each member, employee, attorney and officer of the Issuer or the
Board and the Clerk is hereby authorized and directed to execute and deliver any and all
papers and instruments and to do and cause to be done any and all acts and things necessary
or proper for carrying out the transactions contemplated hereunder. If the Chairman is
unavailable or unable at any time to perform any duties or functions hereunder including but
not limited to those described in Section 6 hereof, the Vice-Chairman is hereby authorized
to act on his or her behalf.
SECTION 17. SEVERABILITY AND INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained shall be held contrary
14
10B
to any express provision of law or contrary to the policy of express law, though not expressly
prohibited or against public policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and shall be deemed
separable from the remaining covenants, agreements or provisions and shall in no way affect
the validity of any of the other provisions hereof or of the Series 2001 Bonds.
SECTION 18. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Resolution and all the terms and provisions thereof are and
shall remain in full force and effect.
SECTION 19. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED, in Regular Session this 27th day of November, 2001.
COLLIER COUNTY, FLORIDA
(SEnL)
By: ~ //~~ -..
Chairma~_/B oa/~.o f~.C~.un~/Commlssloners
Approved as to Form and
Legal Sufficiency:
County Attorney
15
EXHIBIT A
GENERAL DESCRIPTION OF THE PROJECT
The Project generally includes the following, as more particularly described in the
plans and specifications on file with the Issuer, and as the same may be amended or
supplemented from time to time:
Acquisition of voting machines
CDS building expansion
Design of courthouse
Acquisition and construction of lmmokalee jail facility
Acquisition and construction of North Naples satellite facility
Acquisition and construction of Tax Collector building (reimbursement)
· Acquisition and construction of Goodland Boat Launch
10B
EXHIBIT B
ADDITIONAL PARITY BONDS REPORT
10B
Refundings
Purchase EMS Helicopter
Acquire and Construct Domestic
Animal Services Facility
NoAh Naples Library Facility
Acquire and Construct Sheriff
Facility at Horseshoe Drive
Construct Sheriff Administration
Facility
Acquire North Naples Park
Total Refundings
New Money
Touch Screen Voting Machines
Community Development
Builidng Expansion
Courthouse Annex Design
Acquire and Construct
Immokalee Jail Facility
Acquire and Construct
North Naples Satellite
Acquire and Construct
Reimburse County for Tax
Collector Facility
Acquire Goodland Boat Launch
Acquired Parcel Barefoot Beach
Preserve
Total New Money
Total Estimated Capital Cost
$2,430,000 Completed
$1,757,000 Completed
$6,546,000 January-01
$5,000,000 Completed
$2,443,000 Completed
$3,228,030 Completed
N/A
N/A
N/A
N/A
N/A
N/A
$21,404,030
$5,000,000 January~02
$3,500,000 November-02
$2,877,000 September-02
$8,114,200 April-03
$3,072,000 January-03
$2,400,000 October-01
$4,700,000 January-02
$4,750,000 December-01
$34,413,200
$55,817, 230
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
11/20/01
TI.~ 16:08
FAX 9416496217
WMR HOUGH
Collier County, Florida
Capit~ Improvcm~n~ R~vemu~ Bond~ ',9.uq'~' 2002
10B
~]003
DEBT SERVICE SCHEDULE
Datc Principal Coupo~ Intcreat Total
1010112002
I0/0112005
10/01/2004
10/01/2005
IO/OI/ZOOG
I0/01/2007
10/01/2008
I0/01/200P
IO/Ol/Z010
10/01/Z0[I
10/O1/20[~
10/01/2013
10/01/ZOI4
I0/01/2016
10t01/2017
10/01/Z018
10/01/2019
IO/Ol/Z020
10/01/202~
1~455,000.00 5.18096 £,Z95,4~0.67 3,750,430.67
1,7~0,000.00 5. I SO~ 2,783,991.00 4,OI
1,~20,000.00 5.I8D~ 2,G9~,~77.00 4,514~77.O0
1,910~OO0.00 5.18~ 2,600,I 01 .O0 4,~ 10,I O 1.00
2,010,000.00 5.1~ 2,501,163.00 4,~ I 1,1 GS.00
2,115~000.00 ~.IS0~ ~,~97~045.00 4,~ 1Z,045.00
Z~Z5,0~.O0 5.180% 2,Z&7,488.00 4,512,4~.00
Z,340,000.00 5.180% Z,172~33.00 4,512~3.00
2,4 G0,O00.~ 5.18~ 2,051,021.00 4,511 ~0 Z 1,00
2,590,~0.00 5.1.8~ 1,923,593.00 4,513,593,~
2,725,000.00 5.18~ 1,789,431.00 4,514~51,00
2,865~000.00 5.I $0% l~B48~TB.O0 4,5 ! 3,276.00
3,010,000.00 5.IS0% I~99,869.00 4,50
3,170,O00.O0 5,180% 1,~3,951.00 4,5I ~,951.00
S,505,000.00 5.1~ 1,006,992.00 4,511,99Z.00
3,6S5,000.00 ~.IB~ S25,4~3.O0 4,510~4~5.00
5,8g0,000.00 5.1 g0% ~4,550.~ 4,514,5~0.00
4~080,000.00 5. I S0% 433,566.00 4,513,566.00
Total 55,200,000.00 ~4,290,477.67 89,490~477.67
YIELD STATISTICS
Bo~d Ye.~r Dolhrs ................................................................................................................................... $661,978.,%3
ArmrEst Life ............................................................................................................................................... 11.99Z Ycl~"s
AYeru~c Cortpon ......................................................................................................................................... 5.1800000%
Net In:crest Cos[ (NIC) ........................................................................................................................... 5.Z25S625%
Tr~c Intcrc.~t Cos~ {TIC) .............................................................................................................................. 5.246676~%
ISond ¥i~ki ~or Arbitrasc Purlx>Sce ........................................................................................................... 5.1809280%
Ali Inclu6vc Cost CA/C) ...................................................................................................................... 5.246G768%
IRS TORM 8058
Net Intete.~t Cos! .............................................................................................................................. ~.1SO0000e~
W¢~hte~ Avenge Matuz~ty ............................................................................................................ 11.99Z
C. ap Iz~;p- $1I~GL~
10B ''
EXHIBIT C
FORM OF PURCHASE CONTRACT
COLLIER COUNTY, FLORIDA
Capital Improvement Revenue Bonds,
Series 2001
PURCHASE CONTRACT
December __, 2001
Board of County Commissioners of
Collier County, Florida
3301 Tamiami Trail East
Naples, Florida 33941-3044
Ladies and Gentlemen:
The undersigned, Salomon Smith Barney Inc. (the "Senior Managing Underwriter"), on
behalf of itself, A.G. Edwards & Sons, Inc. and Raymond James & Associates, Inc. (collectively, the
"Underwriters"), offers to enter into this Purchase Contract with the Board of County Commissioners
of Collier County, Florida (the "Issuer" or the "County"), subject to written acceptance hereof by the
Issuer at or before 5:00 p.m., New York time, on the date hereof, and, if not so accepted, will be
subject to withdrawal by the Senior Managing Underwriter upon notice delivered to the Issuer at
any time prior to the acceptance hereof by the Issuer.
1. Purchase and Sale. Upon the terms and conditions and in reliance on the
representations, warranties, covenants and agreements set forth herein, the Underwriters, jointly
and severally, hereby agree to purchase from the Issuer, and the Issuer hereby agrees to sell and
dehver to the Underwriters, all (but not less than all) of the $ aggregate principal
amount of the Collier County, Florida Capital Improvement Revenue Bonds, Series 2001 (the "Series
2001 Bonds"). The Series 2001 Bonds shall be dated the date of delivery, and shall be payable in the
years and principal amounts, bear such rates of interest and be subject to redemption, all as set forth
in Exhibit A attached hereto. Interest on the Series 2001 Bonds is payable semi-annually on April 1
and October 1 of each year commencing April 1, 2002. The purchase price for the Series 2001 Bonds
shall be $ (representing the par amount of the Series 2001 Bonds of $ , less
a net original issue discount of $ and less an Underwriters' discount of
$ ).
The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as
Exhibit B.
On parity and equal status with the Issuer's Capital Improvement Revenue Refunding
Bonds, Series 1992 and Capital Improvement Revenue Refunding Bonds, Series 1994 (collectively,
the "Parity Bonds"), the payment of the principal of, redemption premium, if any, and interest on the
Series 2001 Bonds shall be secured by a hen upon (i) the proceeds of the local government half-cent
sales tax, as defined and described in, and distributed to the County under Chapter 218, Part VI,
Florida Statutes, and (ii) certain investment income derived from the investment of moneys
(collectively, the "Pledged Revenues") on deposit in the Reserve Account, ff any, pursuant to
Resolution No. 85-107 adopted by the Board of County Commissioners of the County (the "Board") on
April 30, 1985, as amended and supplemented, and as particularly supplemented by Resolution No.
adopted by the Board on November 27, 2001 (collectively, the "Resolution"). Additionally,
payment of the principal of and interest on the Series 2001 Bonds, when due, will be insured by a
108
municipal bond insurance policy issued by Financial Guaranty Insurance Company (the "Insurer")
simultaneously with the delivery of the Series 2001 Bonds.
The Series 2001 Bonds are being issued for the purpose of providing funds to (i) reimburse,
finance and refinance the costs of acquisition, construction and equipping of various capital
improvements within the County including, but not limited to, voting machines, public safety
improvements, general governmental buildings, improvements to a county jail, parks and recreation
improvements and library improvements (the "Project), and (ii) pay certain costs of issuance of the
Series 2001 Bonds, including the municipal bond insurance premium and the reserve account
insurance policy premium. All capitalized undefined terms shall have the meamng ascribed to them
in the Resolution.
2. Delivery of Official Statement and Other Documents.
(a) Prior to the date hereof, the Issuer has provided to the Underwriters for their
review the Preliminary Official Statement dated November 29, 2001 that the Issuer deemed
"final" (as defined in Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-
12" or the "Rule") as of its date (the "Nearly Final Official Statement"), except for certain
permitted omissions (the "Permitted Omissions"), as contemplated by the Rule in connection
with the pricing of the Series 2001 Bonds. The Underwriters have reviewed the Nearly Final
Official Statement prior to the execution of this Purchase Contract. The Issuer hereby
confirms that the Nearly Final Official Statement was "final" (as defined in the Rule) as of its
date, except for the Permitted Omissions.
(b) The Issuer shall deliver, or cause to be delivered, at its expense, to the
Underwriters within seven (7) business days after the date hereof or within such shorter
period as may be requested by the Underwriters, and at least three (3) business days prior to
the date the Series 2001 Bonds are delivered to the Underwriters, or within such other
period as may be prescribed by the Municipal Securities Rulemaking Board ("MSRB") in
order to accompany any confirmation that requests payment from any customer (i) sufficient
copies of the final Official Statement (the "Official Statement") to enable the Underwriters to
fulfill their obligations pursuant to the securities laws of Florida and the United States, in
form and substance satisfactory to the Underwriters, and (ii) an executed original
counterpart or certified copy of the Official Statement and the Resolution. In determining
whether the number of copies to be dehvered by the Issuer are reasonably necessary, at a
minimum, the number shall be sufficient to enable the Underwriters to comply with the
requirements of Rule 15c2-12, all applicable rules of the MSRB, and to fulfill its duties and
responsibilities under Florida and federal securities laws generally.
The Underwriters agree to file the Official Statement with at least one Nationally
Recognized Mumcipal Securities Information Repository ("NRMSIR") which has been so
designated by the Securities and Exchange Commission pursuant to Rule 15c2-12 and with
the MSRB (accompanied by a completed Form G-36) not later than two (2) business days
after December 21, 2001 (the "Closing"), and will furnish a list of the names and addresses of
each such NRMSIR receiving a copy to the Issuer. The filing of the Official Statement with
each such NRMSIR shall be in accordance with the terms and conditions apphcable to such
NRMSIR.
The Issuer authorizes, or ratifies as the case may be, the use and distribution of the
Nearly Final Official Statement and the Official Statement in connection with the public
offering and sale of the Bonds. The Underwriters agree that they will not confirm the sale of
any Series 2001 Bonds unless the confirmation of sale requesting payment is accompanied or
preceded by the delivery of a copy of the Official Statement. The Senior Managing
2
lOB
Underwriter shall notify the Issuer of the occurrence of the "end of the underwriting period,"
as such term is defined in the Rule, on the date which is one day thereafter, and of the
passage of the date after which the Underwriters no longer remain obligated to deliver
Official Statements pursuant to paragraph (b)(4) of the Rule on the date which is one day
thereafter.
(c) From the date hereof until the earlier of (i) ninety days from the "end of the
underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is
available to any person from a NRMSIR (but in no case less than 25 days following the end of
the underwriting period), if any event occurs which may make it necessary to amend or
supplement the Official Statement in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, the Issuer shall notify the
Senior Managing Underwriter and if, in the reasonable opinion of the Issuer or the
reasonable opinion of the Senior Managing Underwriter, such event requires the preparation
and publication of an amendment or supplement to the Official Statement, the Issuer, at its
expense, promptly will prepare an appropriate amendment or supplement thereto (and file or
cause to be filed, the same with each NRMSIR having the Official Statement on file, with the
MSRB ff the MSRB is requiring or permitting the filing of continuing disclosure information,
and mail such amendment or supplement to each record owner of Series 2001 Bonds) so that
the statements in the Official Statement as so amended or supplemented will not, in light of
the circumstances under which they were made, be misleading, in a form and in a manner
reasonably approved by the Senior Managing Underwriter. The Issuer will promptly notify
the Senior Managing Underwriter of the occurrence of any event of which it has knowledge,
which, in its opinion, is an event described in the preceding sentence. The amendments or
supplements that may be authorized for use with respect to the Series 2001 Bonds are
hereinafter included within the term "Official Statement."
3. Authority of the Senior Managing Underwriter. The Senior Managing Underwriter
has been duly authorized to execute this Purchase Contract and has been duly authorized to act
hereunder by and on behalf of the other Underwriters.
4. Public Offering. The Underwriters agree to make a bona fide offering to the pubhc
(excluding bond houses, brokers or similar persons or organizations acting in the capacity of
underwriters or wholesalers) of all of the Series 2001 Bonds at not in excess of the initial public
offering price or prices (or not below the yields) set forth on the cover page of the Official Statement.
If such pubhc offering does not result in the sale of all the Series 2001 Bonds, the Underwriters may
offer and sell the Series 2001 Bonds to certain bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters or wholesalers at prices lower than the public
offering prices set forth on the cover page of the Official Statement.
The Senior Managing Underwriter does hereby certify that at the time of the execution of
this Purchase Contract, based upon prevailing market conditions, it does not have any reason to
believe that any of the Series 2001 Bonds will be initially sold to the public (excluding such bond
houses, brokers, or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at prices in excess of the prices, or yields below the yields, set forth on the cover page of
the Official Statement. At the Closing, the Senior Managing Underwriter shall deliver to the Issuer
a certificate, on behalf of the Underwriters, in a form reasonably acceptable to Bond Counsel, to the
effect that (i) all of the Series 2001 Bonds have been the subject of an initial offering to the public as
herein provided, and (ii) not less than 10% of each maturity, of the Series 2001 Bonds were sold to the
public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at initial offering prices not greater than the respective prices, or yields
not below the respective yields, shown on the cover page of the Official Statement, and as to such
10B ::a
other matters required in order to enable Bond Counsel to render its opinion as to the exclusion from
gross income for federal income tax purposes of interest on the Series 2001 Bonds.
The Issuer hereby authorizes the Underwriters to use the forms or copies of the Resolution
and the Official Statement and the information contained therein in connection with the public
offering and sale of the Series 2001 Bonds and ratifies and confirms its authorization of the
distribution and use by the Underwriters prior to the date hereof of the Nearly Final Official
Statement in connection with such pubhc offering and sale.
5. SecuriW Deposit. The Senior Managing Underwriter has dehvered herewith to the
Issuer a check for $ ( Dollars) (which sum represents not less
than 1.0% of the purchase price of the Series 2001 Bonds) payable to the order of the Issuer. In the
event that the Issuer does not accept this offer, such check shall be immediately returned to the
Senior Managing Underwriter. If the offer made hereby is accepted, the Issuer agrees to hold this
check uncashed until the Closing as security for the performance by the Underwriters of their
obligation to accept and pay for the Series 2001 Bonds at the Closing, and, in the event of their
compliance with such obligation, such check shall be returned to the Senior Managing Underwriter
at the Closing. In the event of the Issuer's failure to deliver the Series 2001 Bonds at the Closing, or
if the Issuer shall be unable to satisfy the conditions of Closing contained herein, or ff the obligations
of the Underwriters shall be terminated for any reason permitted by this Purchase Contract (other
than resulting from a failure to deliver the certificate required by Paragraph 4 hereof), such check
shall be immediately returned to the Senior Managing Underwriter and such return shall constitute
a full release and discharge of all claims by the Underwriters arising out of the transactions
contemplated hereby. In the event that the Underwriters fail (other than for a reason permitted
hereunder) to accept and pay for the Series 2001 Bonds at the Closing (as hereinafter defined), or if
this Purchase Contract is terminated because of the failure of the Underwriters to dehver the
certificate required by Paragraph 4 hereof, such check shall be retained by the Issuer as and for full
liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters
and such retention shall constitute a full release and discharge of all claims by the Issuer against the
Underwriters arising out of the transactions contemplated hereby.
6. Issuer Representations, Warranties, Covenants and Agreements. The Issuer
represents and warrants to and covenants and agrees with each of the Underwriters that, as of the
date hereof and as of the date of the Closing:
(a) The Issuer is a political subdivision of the State of Florida (the "State"), duly
organized and validly existing pursuant to the Constitution and laws of the State and is
authorized and empowered by law to issue, sell and del/ver the Series 2001 Bonds to the
Underwriters as described herein; to provide funds to (i) reimburse, finance and refinance
the costs of acquisition, construction and equipping of the Project, and (ii) pay certain costs of
issuance of the Series 2001 Bonds, including the municipal bond insurance premium and the
reserve account insurance policy premium; to accept this Purchase Contract; to execute the
Continuing Disclosure Certificate dated as of ~ 2001 by the Issuer (the
~Continuing Disclosure Certificate") and the Municipal Bond Debt Service Reserve Fund
Policy Agreement dated , 2001 between the Issuer and the Insurer (the "Reserve
Account Insurance Pohcy Agreement"), and the Official Statement; and to carry out and
consummate all other transactions contemplated by the Official Statement and by each of the
aforesaid documents, agreements, resolutions and ordinances.
(b) By official action of the Issuer taken prior to or concurrently with the
acceptance hereof, the Issuer has duly adopted the Resolution, the Resolution is in full force
and effect, and has not been amended, modified or rescinded; the Issuer has duly authorized
and approved the execution and del/very of, and the performance by the Issuer of its
4
lOB
obligations contained in the Series 2001 Bonds, the Continuing Disclosure Certificate, the
Reserve Account Insurance Policy Agreement and this Purchase Contract; and the Issuer has
duly authorized and approved the performance by the Issuer of its obligations contained in
the Resolution, the Reserve Account Insurance Policy Agreement and the Continuing
Disclosure Certificate, and the consummation by it of all other transactions contemplated by
the Resolution, the Official Statement, the Continuing Disclosure Certificate, the Reserve
Account Insurance Policy Agreement, and this Purchase Contract to have been performed or
consummated at or prior to the date of Closing, and the Issuer is in comphance with the
provisions of the Resolution.
(c) When dehvered to and paid by the Underwriters in accordance with the
terms of this Purchase Contract and the Resolution, the Series 2001 Bonds will have been
duly and vahdly authorized, executed, issued and delivered and will constitute legal, valid
and binding limited obligations of the Issuer enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and
remedies and to general principles of equity, and will be entitled to the benefits of the
Resolution.
(d) The Issuer is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United States, or
any agency or department of either, or any applicable judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
Issuer is a party or to which the Issuer or any of its properties or other assets is otherwise
subject, and no event has occurred and is continuing which, with the passage of time or the
giving of notice, or both, would constitute a default or event of default under any such
instrument, in any such case to the extent that the same would have a material and adverse
effect upon the business or properties or financial condition of the Issuer; and the execution
and delivery of the Series 2001 Bonds, the Continuing Disclosure Certificate, the Reserve
Account Insurance Policy Agreement and this Purchase Contract and the adoption of the
Resolution and compliance with the provisions on the County's part contained in each, will
not conflict with or constitute a breach of or default under any constitutional provision, law,
administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the Issuer is a party or to which the
County or any of its properties or other assets is otherwise subject, nor will any such
execution, delivery, adoption or compliance result in the creation or imposition of any hen,
charge or other security interest or encumbrance of any nature whatsoever upon any of the
properties or the assets of the Issuer under the terms of any such law, regulation or
instrument, except as provided or permitted by the Series 2001 Bonds and the Resolution.
(e) The Issuer neither is nor has been in default any time after December 31,
1975, as to principal or interest with respect to an obligation issued by the Issuer, except for
certain industrial development bonds, ff any, the disclosure of which the Issuer beheves in
good faith would not be material to a reasonable investor in connection with the Series 2001
Bonds, as provided in Section 517.051, Florida Statutes.
(f) All approvals, consents and orders of any governmental authority, legislative
body, board, agency or commission having jurisdiction which would constitute a condition
precedent to or the absence of which would materially adversely affect the financial condition
of the Issuer or the due performance by the Issuer of its obligations under this Purchase
Contract, the Resolution, the Continuing Disclosure Certificate, the Reserve Account
Insurance Pohcy Agreement and the Series 2001 Bonds have been, or prior to the Closing
will have been, duly obtained, except for such approvals, consents and orders as may be
required under the Blue Sky or securities laws of any state in connection with the offering
and sale of the Series 2001 Bonds or approvals, consents and orders: (i) described in the
Official Statement as not having been obtained, or (ii) not of material significance to the
Project or the issuance of the Series 2001 Bonds or customarily granted in due course after
application therefor and expected to be obtained without material difficulty or delay.
(g) The Series 2001 Bonds, when issued, authenticated and delivered in
accordance with the Resolution and sold to the Underwriters as provided herein and in
accordance with the provisions of the Resolution, will be legal, valid and binding obligations
of the Issuer, enforceable in accordance with their terms and the terms of the Resolution, and
the Resolution will provide, for the benefit of the holders from time to time of the Series 2001
Bonds, a legally valid and binding security interest in and to the Pledged Revenues, subject
· to the provisions of the Resolution permitting the application thereof for the purposes and on
the terms and conditions set forth therein.
(h) The Nearly Final Official Statement was, as of the date thereof, and the
Official Statement, at all times subsequent hereto up to and including the date of the Closing
will be, true and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state a material fact which is necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. In
addition, any amendments or supplements to the Official Statement prepared and furnished
by the Issuer pursuant hereto will not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(i) The County has reviewed the information in the Nearly Final Official
Statement and in the Official Statement, and although it has undertaken no specific,
independent investigation other than reviewing such information and based upon the
general knowledge of the Issuer, the Project and the records of the Issuer, no facts have come
to the Issuer's attention that would lead the Issuer to believe that the information in the
Nearly Final Official Statement and in the Official Statement, contains any untrue
statement of a material fact or omits to state a material fact necessary to make the
statements therein, in hght of the circumstances under which they were made, not
misleading.
(j) The Series 2001 Bonds, the Resolution, and the Continuing Disclosure
Certificate conform in all material respects to the descriptions thereof contained in the
Nearly Final Official Statement and the Official Statement.
(k) Except as contemplated by the Nearly Final Official Statement and the
Official Statement, since September 30, 2000 the Issuer will not have incurred any material
liabilities, direct or contingent, or entered into any material transaction, in each case other
than in the ordinary course of its business which has had a material adverse impact on the
County, and there shall not have been any material adverse change in the condition,
financial or otherwise, of the Issuer or its properties or other assets.
(1) Except as disclosed in the Nearly Final Official Statement and the Official
Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity
before or by any court, government agency or public board or body, pending or, to the best
knowledge of the Issuer, threatened, against or affecting the Issuer or the titles of its officers
to their respective offices, or which may affect or which seeks to prohibit, restrain or enjoin
the sale, issuance or delivery of the Series 2001 Bonds or the collection of the Pledged
Revenues pledged to pay the principal of and interest on the Series 2001 Bonds, or which
seeks to prohibit, restrain or enjoin the acquisition, equipping and/or improvement of the
10
Project, or which in any way contests or affects the validity or enforceability of the Series
2001 Bonds, the Resolution, this Purchase Contract, the Reserve Account Insurance Policy
Agreement and the Continuing Disclosure Certificate, or any of them, or which may result in
any material adverse change in the business, properties, other assets or financial condition of
the Issuer or contests the tax-exempt status of the interest on the Series 2001 Bonds as
described in the Nearly Final Official Statement and the Official Statement, or which
contests in any way the completeness or accuracy of the Nearly Final Official Statement or
the Official Statement or which contests the power of the Issuer or any authority or
proceedings for the issuance, sale or delivery of the Series 2001 Bonds or this Purchase
Contract, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an
unfavorable decision, ruling or finding would materially adversely affect the validity or
'enforceability of the Series 2001 Bonds, the Resolution, the Continuing Disclosure
Certificate, the Reserve Account Insurance Policy Agreement or this Purchase Contract.
(m) The Issuer will furnish such information, execute such instruments and take
such other action not inconsistent with law in cooperation with the Underwriters as the
Underwriters may reasonably request in order (i) to qualify the Series 2001 Bonds for offer
and sale under the Blue Sky or other securities laws and regulations of such states and other
jurisdictions of the United States as the Underwriters may designate, and/or (ii) to determine
the eligibility of the Series 2001 Bonds for investment under the laws of such states and
other jurisdictions, and will use its best efforts to continue such quahfications in effect so
long as required for the distribution of the Series 2001 Bonds; provided that the Issuer shall
not be obligated to take any action that would subject it to the general service of process in
any state where it is not now so subject and any expense related to the foregoing shall be
borne by the Underwriters.
(n) The Issuer will advise the Underwriters promptly of any proposal to amend
or supplement the Official Statement and will not effect any such amendment or supplement
without the consent of the Underwriters. The Issuer will advise the Underwriters promptly
of the institution of any proceedings known to it by any governmental agency prohibiting or
otherwise affecting the use of the Nearly Final Official Statement or the Official Statement
in connection with the offering, sale or distribution of the Series 2001 Bonds.
(o) The Issuer has never been notified of any hsting or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications
may not be rehed upon.
(p) Other than as disclosed in the Official Statement and the Nearly Final
Official Statement, the Issuer has never failed to comply with any agreement to provide
continuing disclosure information pursuant to the Rule.
(q) Relating to outstanding debt of the Issuer, there is not an unfunded
materially significant arbitrage rebate liability of the Issuer owing the Internal Revenue
Service.
(r)
the Project.
The County has the authority to acquire, improve, equip, own and operate
(s) Except as disclosed in the Nearly Final Official Statement, the County has
never failed to take all action required to be taken by it pursuant to the Act in order to
receive the Sales Tax Revenues.
7
7. The Closing. At 9:00 a.m., New York time, on the date of Closing, or at such other
time or date to which the Issuer and the Underwriters may mutually agree, the Issuer will, subject
to the terms and conditions hereof, deliver the Series 2001 Bonds in book-entry form to the account
of the Underwriters, at the offices of The Depository Trust Company ("DTC") in New York, New
York, or such other location as determined by the Underwriters and agreed to by the Issuer, duly
executed, together with the other documents hereinafter mentioned, and, subject to the terms and
conditions hereof, the Underwriters will accept such dehvery and pay the aggregate purchase price
of the Series 2001 Bonds as set forth in Paragraph i hereof in Federal Funds to the Issuer. The
Issuer shall cause CUSIP identification numbers to be printed on the Series 2001 Bonds, but neither
the failure to print such number on any Series 2001 Bond nor any error with respect thereto shall
constitute cause for a failure or refusal by the Underwriters to accept dehvery of and pay for the
Series 2001 Bonds in accordance with the terms of this Purchase Contract. The Closing shall occur
at the offices of Nabors, Giblin & Nickerson, Tampa, Florida, or such other place to which the Issuer
and the Underwriters shall have mutually agreed. The Series 2001 Bonds shall be made available to
the Underwriters no less than 24 hours before the Closing for purposes of inspecting and packaging.
The Series 2001 Bonds shall be prepared and delivered as fully registered Series 2001 Bonds
registered in such names and denominations as the Underwriters shall so designate to the Issuer
and the printer of the Series 2001 Bonds not less than one day prior to the Closing.
8. Closing Conditions. The Underwriters have entered into this Purchase Contract in
reliance upon the representations, warranties, covenants and agreements of the Issuer contained
herein and in reliance upon the representations, warranties, covenants and agreements to be
contained in the documents and instruments to be delivered at the Closing and upon the
performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date
of the Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to purchase,
to accept delivery of and to pay for the Series 2001 Bonds shall be conditioned upon the performance
by the Issuer of its obligations to be performed hereunder, and under such documents and
instruments at or prior to the Closing, and shall also be subject to the following additional
conditions:
(a) The representations, warranties, covenants and agreements of the Issuer
contained herein shall be true, complete and correct on the date hereof and on and as of the
date of the Closing, as f made on the date of the Closing;
(b) At the time of Closing, the Resolution, the Reserve Account Insurance Policy
Agreement and the Continuing Disclosure Certificate shall be in full force and effect and
shall not have been amended, modified or supplemented since the date hereof, and the
Official Statement as delivered to the Underwriters on the date hereof shall not have been
supplemented or amended, except in any such case as may have been approved by the
Underwriters;
(c) At the time of the Closing, all official action of the Issuer relating to this
Purchase Contract, the Series 2001 Bonds, the Resolution, the Reserve Account Insurance
Pohcy Agreement and the Continuing Disclosure Certificate taken as of the date hereof shall
be in full force and effect and shall not have been amended, modified or supplemented,
except for amendments, modifications or supplements which have been approved by the
Underwriters prior to the Closing;
(d) At the time of the Clo~/ng, except as contemplated by the Official Statement,
there shall have been no material adverse change in the financial condition of the Issuer;
(e) At or prior to the Closing, the Underwriters shall have received copies of each
of the following documents:
(1) An opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida,
dated the date of the Closing and addressed to the Issuer, in substantially the form
attached as Appendix E to the Official Statement, relating to the exclusion of the
interest on the Series 2001 Bonds from the gross income of the holders thereof for
purposes of Federal income taxation and such other matters as the Underwriters
may reasonably request, and a reliance letter pertaining thereto addressed to the
Underwriters;
(2) An opinion, of Nabors, Giblin & Nickerson, P.A., Tampa, Florida,
dated the date of the Closing and addressed to the Issuer and the Underwriters, in
such form as is mutually and reasonably acceptable to the Issuer, the Underwriters
and Bond Counsel, (i) to the effect that the statements contained in the Official
Statement under the captions "INTRODUCTION," (other than the information under
the subheadings "General," "The County," "Purpose of the Series 2001 Bonds,"
"Municipal Bond Insurance," "Continuing Disclosure," and "Additional Information"),
"AUTHORITY FOR ISSUANCE," "DESCRIPTION OF THE SERIES 2001 BONDS"
(other than the information thereunder relating to DTC and its system of book-entry
registration), "SECURITY FOR THE BONDS," and "TAX EXEMPTION," insofar as
such information purports to summarize portions of the Resolution, the Series 2001
Bonds, and Federal tax law, constitute a fair summary of the information purported
to be summarized therein (all such opinions referred to in this clause (i) exclude
financial, statistical and demographic information contained in such Official
Statement), (ii) to the effect that the Series 2001 Bonds are exempt from the
registration requirements of the Securities Act of 1933, as amended, and (iii) to the
effect that the Resolution is exempt from quahfication under the Trust Indenture Act
of 1939, as amended.
(3) An opinion, dated the date of the Closing and addressed to the Issuer,
the Underwriters and Bond Counsel of David C. Weigel, Esq., County Attorney, in
substantially the form attached hereto as Exhibit C;
(4) An opinion, dated the date of the Closing and addressed to the Issuer
and the Underwriters, of counsel for the Insurer and/or a certificate of the Insurer, in
such form as is mutually and reasonably acceptable to the Issuer and the
Underwriters;
(5) An opinion, dated the date of the Closing and addressed to the Issuer,
of Bryant, Miller and Ohve, P.A., Tampa, Florida, Disclosure Counsel, in form and
substance satisfactory to the Issuer, and a reliance letter pertaining thereto
addressed to the Underwriters;
(6) A certificate dated the date of Closing and signed by the Chairman or
Vice Chairman of the Issuer, or such other official satisfactory to the Underwriters,
and in form and substance satisfactory to the Underwriters, to the effect that (A) the
representations, warranties and covenants of the Issuer contained herein are true
and correct to the best of his knowledge and belief in all material respects and are
complied with as of the date of Closing, and (13) the Chairman or Vice Chairman has
no knowledge or reason to believe that the Official Statement as of its date, and as of
the date of Closing, other than the information concerning the Insurer and DTC and
the information set forth in the last four paragraphs under the heading
"LITIGATION", as to factual matters, contains any untrue statement of a material
fact or omits to state a material fact which should be included therein for the
9
lOB
purposes for which the Official Statement is to be used, or which is necessary in
order to make the statements contained therein, in hght of the circumstances in
which they were made, not misleading, and (C) the Issuer has always maintained
eligibility under applicable law to receive the Sales Tax Revenues (as that term is
defined in the Resolution).
(7) Executed copies of the Continuing Disclosure Certificate, this
Purchase Contract and the Reserve Account Insurance Policy Agreement;
(8) A true and correct copy of the Insurer's municipal bond insurance
policy insuring payment of the Series 2001 Bonds and the Reserve Account Insurance
Pohcy;
(9) Evidence of a rating from Moody's Investors Service ("Moody's") of
"Aaa" and Standard & Poors, Inc. ("S&P") of "AAA" on the Series 2001 Bonds based
on the municipal bond insurance policy to be issued by the Insurer, and evidence of
published underlying ratings by "Al" and "AA-" of Moody's and S&P, respectively to
the Series 2001 Bonds without regard to the issuance of such a municipal bond
insurance policy;
(10) A certificate of KPMG LLP (the "Auditor"), consenting to the
inclusion of the audited financial statements of the County in the Official Statement
and covering such other matters as may be reasonably requested by the Issuer and
the Underwriters;
(11) A certificate of an authorized representative of Fifth Third Bank (the
"Bank"), as Registrar and Paying Agent, to the effect that (A) the Bank is a banking
corporation duly organized, validly existing and in good standing under the laws of
the State of Ohio and is duly authorized to exercise trust powers in the State of
Florida, (B) the Bank has all requisite authority, power, licenses, permits and
franchises, and has full corporate power and legal authority to execute and perform
its functions under the Resolution, (C) the performance by the Bank of its functions
under the Resolution will not result in any violation of the Articles of Association or
Bylaws of the Bank, any court order to which the Bank is subject or any agreement,
indenture or other obligation or instrument to which the Bank is a party or by which
the Bank is bound, and no approval or other action by any governmental authority or
agency having supervisory authority over the Bank is required to be obtained by the
Bank in order to perform its functions under the Resolution, (D) to the best of such
authorized representative's knowledge, there is no action, suit, proceeding or
investigation at law or in equity before any court, public board or body pending or, to
his or her knowledge, threatened against or affecting the Bank wherein an
unfavorable decision, ruling or finding on an issue raised by any party thereto is
likely to materially and adversely affect the ability of the Bank to perform its
obligations under the Resolution, and (E) the Bonds have been authenticated in
accordance with the terms of the Resolution;
(12)
pertains to
thereunder;
Evidence of satisfaction of Section 19(I) of the Resolution as it
the issuance of the Series 2001 Bonds as "Additional Parity Bonds"
(13) Such additional legal opinions, certificates, instruments and other
documents as the Underwriters may reasonably request.
10
10B
Ail of the evidence, opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with
the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriters
with such exceptions and modifications as shah be approved by the Senior Managing Underwriter
and as shall not in the opinion of the Senior Managing Underwriter materially impair the
investment quality of the Series 2001 Bonds.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to
purchase, to accept delivery of and to pay for the Series 2001 Bonds contained in this Purchase
Contract, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for
the Series 2001 Bonds shall be terminated for any reason permitted by this Purchase Contract, this
Purchase Contract shall terminate and neither the Underwriters nor the Issuer shall be under any
further obhgation hereunder, except that the Issuer shall return the good faith check referred to in
Paragraph 5 and the respective obhgations of the Issuer and the Underwriters set forth in
Paragraph 10 hereof shah continue in full force and effect.
Underwriters may terminate this Purchase Contract, without
the Issuer, if at any time subsequent to the date of this Purchase
9. Termination. The
hability therefor, by notification to
Contract at or prior to the Closing:
(a) Legislation shall be enacted by the Congress of the United States, or a bill
introduced (by amendment or otherwise) or favorably reported or passed by either the House
of Representatives or the Senate of the Congress of the United States or any committee of
the House or Senate, or a conference committee of such House and Senate makes a report (or
takes any other action), or a decision by a court of the United States or the Tax Court of the
United States shall be rendered, or a ruling, regulation or fiscal action shall be issued or
proposed by or on behalf of the Treasury Department of the United States, the Internal
Revenue Service or other governmental agency with respect to or having the purpose or
effect of changing directly or indirectly the federal income tax consequences of interest on the
Series 2001 Bonds in the hands of the holders thereof (including imposition of a not
previously existing minimum federal tax which includes tax-exempt interest in the
calculation of such tax), which materially adversely affects the market price or the
marketabihty of the Series 2001 Bonds.
(b) Any legislation, rule or regulation shall be introduced in, or be enacted by
any department or agency in the State, or a decision by any court of competent jurisdiction
within the State shall be rendered which materially adversely affects the market for the
Series 2001 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the
Series 2001 Bonds to be purchased by them.
(c) Any amendment to the Official Statement is proposed by the Issuer or
deemed necessary by Bond Counsel or Disclosure Counsel or the Underwriters pursuant to
Section 2(c) hereof which materially adversely affects the market for the Series 2001 Bonds
or the sale, at the contemplated offering prices, by the Underwriters of the Series 2001 Bonds
to be purchased by them.
(d) Any fact shah exist or any event shall have occurred which makes the Nearly
Final Official Statement, in the form as originally approved by the Board of County
Commissioners of the County, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
11
(e) There shall have occurred any outbreak or escalation of hostihties or any
national or international calamity or crisis, financial or otherwise, including a general
suspension of trading on any national securities exchange which (i) materially adversely
affects the market for the Series 2001 Bonds or the sale of the Series 2001 Bonds, at the
contemplated offering prices, by the Underwriters or (ii) causes a material disruption in the
municipal bond market and as, in the judgment of the Underwriters, would make it
impracticable for them to market the Series 2001 Bonds or to enforce contracts for the sale of
the Series 2001 Bonds.
(f) Legislation shall be enacted or any action shall be taken by, or on behalf of,
the Securities and Exchange Commission which has the effect of requiring the contemplated
distribution of the Series 2001 Bonds to be registered under the Securities Act of 1933, or
any laws analogous thereto relating to governmental bodies, and compliance therewith
cannot be accomphshed prior to the Closing.
(g) A general banking moratorium shall have been declared by the United
States, New York or Florida authorities which materially adversely affects the market for
the Series 2001 Bonds or the sale, at the contemplated offering prices, by the Underwriters of
the Series 2001 Bonds to be purchased by them.
(h) Any national securities exchange, or any governmental authority, shall
impose, as to the Series 2001 Bonds or obligations of the general character of the Series 2001
Bonds, any material restrictions not now in force, or increase materially those now in force,
with respect to the extension of credit by, or the charge to the net capital requirements of,
the Underwriters.
(i) Any rating of the Series 2001 Bonds shall have been downgraded or
withdrawn by a national rating service, which materially adversely affects the market for the
Series 2001 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the
Series 2001 Bonds to be purchased by them; or any proceeding shall be pending or
threatened by the Securities and Exchange Commission against the Issuer.
(j) The Insurer shall inform the Issuer or the Underwriters that it will not
ensure payment of the principal of or interest on the Series 2001 Bonds as described in the
Official Statement.
10. Expenses. The Underwriters shall be under no obhgation to pay, and the Issuer shall
pay, any expenses incident to the performance of the obligations of the Issuer hereunder including,
but not limited to: (a) the cost of preparation, printing or other reproduction of the Resolution; (b)
the cost of preparation and printing of the Series 2001 Bonds; (c) the fees and disbursements of Bond
Counsel and Disclosure Counsel; (d) the fees and disbursements of the financial advisor to the
Issuer; (e) the fees and disbursements of any experts, consultants or advisors retained by the Issuer,
including fees of the auditor and the Paying Agent and Registrar; (f) fees for bond ratings; (g) the
premium for municipal bond insurance and the reserve account insurance policy; On) the costs of
preparing, printing and delivering a reasonable number of copies of the Nearly Final Official
Statement and the Official Statement and any supplements or amendments to either of them, (i) the
cost of preparing, printing and dehvery of any agreements among the Underwriters; 0) the cost of
preparing, printing and dehvery of this Purchase Contract; and (k) the cost of all "blue sky"
memoranda and related filing fees.
The Underwriters shall pay: (a) all advertising expenses; and Co) all other expenses incurred
by them or any of them in connection with the public offering of the Series 2001 Bonds, including the
fees and disbursements of counsel retained by them, but not including the costs identified in (i) of the
12
immediately preceding paragraph. In the event that either party shall have paid obhgations of the
other as set forth in this Section 10, adjustment shall be made at the time of the Closing.
11. Notices. Any notice or other communication to be given to the Issuer under this
Purchase Contract may be given by delivering the same in writing at its address set forth above, and
any notice or other communication to be given to the Underwriters may be given by delivering the
same in writing to Salomon Smith Barney, Inc., 777 S. Flagler Dr., Suite 801 East, West Palm
Beach, Florida 33401, Attention: Director.
12. Parties in Interest. This Purchase Contract is made solely for the benefit of the
Issuer and the Underwriters and no other party or person shall acquire or have any right hereunder
or by-virtue hereof. All representations, warranties, covenants and agreements in this Purchase
Contract shall remain operative and in full force and effect, regardless of: (i) any investigations
made by or on behalf of any of the Underwriters; (ii) the delivery of the Series 2001 Bonds pursuant
to this Purchase Contract; or (iii) any termination of this Purchase Contract but only to the extent
provided by the last part of Section 8 hereof.
13. Waiver. Notwithstanding any provision herein to the contrary, the performance of
any and all obligations of the Issuer hereunder and the performance of any and all conditions
contained herein for the benefit of the Underwriters may be waived by the Senior Managing
Underwriter, in its sole discretion, and the approval of the Senior Managing Underwriter when
required hereunder or the determination of their satisfaction as to any document referred to herein
shall be in writing, signed by appropriate officer or officers of the Senior Managing Underwriter and
delivered to the Issuer.
14. Effectiveness. This Purchase Contract shall become effective upon the execution of
the acceptance hereof by the Chairman or Vice Chairman of the Board of County Commissioners and
shall be valid and enforceable at the time of such acceptance.
15. Counterparts. This Purchase Contract may be executed in several counterparts, each
of which shall be regarded as an original and all of which shall constitute one and the same
document.
16. Headings. The headings of the sections of this Purchase Contract are inserted for
convenience only and shall not be deemed to be a part hereof.
[Remainder of page intentionally left blank]
13
10B
17. Florida Law Governs. The validity, interpretation and performance of this Purchase
Contract shall be governed by the laws of the State of Florida.
Very truly yours,
SALOMON SMITH BARNEY INC.
Accepted by:
COLLIER COUNTY, FLORIDA
By:
Chairman of the Board of
County Commissioner
By:
Name: Michael G. Hole
Title: Director
14
10B
EXHIBIT A
AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS
Amount
Maturity Interest Price or Maturity Interest
(October 1) Rate .Yield Amount (October 1) Rate
% % $ %
Price or
Yield
%
Term Bonds due October 1,_
- Price or Yield
Exhibit A- 1
lOB
REDEMPTION PROVISIONS
[To Come]
Exhibit A-2
EXHIBIT B
COLLIER COUNTY, FLORIDA
Capital Improvement Revenue Bonds,
Series 2001
DISCLOSURE STATEMENT
,2001
10B
Board of County Commissioners of
Collier County, Florida
Naples, Florida
Ladies and Gentlemen:
In connection with the proposed issuance by Collier County, Florida (the "Issuer") of the
issue of bonds referred to above (the "Series 2001 Bonds") Salomon Smith Barney Inc., on behalf of
itself, A.G. Edwards & Sons, Inc. and Raymond James & Associates, Inc. (collectively, the
"Underwriters"), have agreed to underwrite a pubhc offering of the Bonds. Arrangements for
underwriting the Series 2001 Bonds will include a Purchase Contract between the Issuer and the
Underwriters.
The purpose of this letter is to furnish, pursuant to the provisions of Sections 218.385(2), (3)
and (6), Florida Statutes, certain information in respect to the arrangement contemplated for the
underwriting of the Bonds as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriters in
connection with the issuance of the Bonds are set forth on Schedule I attached hereto.
(b) There are no "finders," as that term is defined in Section 218.386, Florida Statutes,
connected with the issuance of the Series 2001 Bonds.
(c) The amount of underwriting spread, including the management fee, expected to be
realized is as follows:
Per $1,000
Bond Dollar Amount
Average Takedown
Underwriting Risk
Management Fee
Underwriter's Expenses
$ $
Total Underwriting Spread
$ $
(d) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Series 2001 Bonds to any person not regularly
employed or retained by the Underwriters.
Exhibit B- 1
10B
<e)
The name and address of the Underwriters are set forth below:
Salomon Smith Barney Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
A.G. Edwards & Sons, Inc.
1900 Glades Road
Suite 270
Boca Raton, Florida 33431
Raymond James & Associates, Inc.
220 Congress Park Drive
Suite 240
Delray Beach, FL 33445
(f) The Issuer is proposing to issue $ of its Capital Improvement Revenue
Bonds, Series 2001 (the "Bonds") for the purpose of reimbursing, financing and refinancing the
acquisition, construction and equipping of various capital improvements within the County
including, but not limited to, voting machines, public safety improvements, general governmental
buildings, improvements to a county jail, library improvements and parks and recreation
improvements, and paying the costs associated with the issuance of the Series 2001 Bonds, including
the municipal bond insurance premium and the reserve account insurance pohcy premium.
The Series 2001 Bonds are expected to be repaid over a period of approximately __ years
(from the date of Closing). At an all-inclusive true interest cost rate of %, total interest paid
over the life of the Series 2001 Bonds will be $
The source of security for the Series 2001 Bonds will be an irrevocable first lien and pledge
upon (i) the proceeds of the local government half-cent sales tax, as defined and described in, and
distributed to the County under Chapter 218, Part VI, Florida Statutes, and (ii) certain other
investment earnings (collectively, the "Pledged Revenues"). Authorizing the Series 2001 Bonds will
result in approximately $ of Pledged Revenues not being available to finance the other
services of the Issuer each year for approximately __ years.
We understand that the Issuer does not require any further disclosure from the
Underwriters, pursuant to Sections 218.385(2), (3) and (6), Florida Statutes.
Very truly yours,
SALOMON SMITH BARNEY INC.
By:
Name: Michael G. Hole
Title: Director
Exhibit B-2
lOB
SCHEDULE I
ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITERS
Per Bond Dollar Amount
$ $
TOTAL
Schedule I- 1
EXHIBIT C
FORM OF OPINION OF COUNTY ATTORNEY
lOB
,2001
Board of County Commissioners
of Collier County
Naples, Florida
Salomon Smith Barney Inc.
West Palm Beach, Florida
A.G. Edwards & Sons, Inc.
Boca Raton, Florida
Raymond James & Associates, Inc.
Delray Beach, Florida
Financial Guaranty Insurance Company
New York, New York
Re:
$ Collier County, Florida
Capital Improvement Revenue Bonds, Series 2001
Dear Sir:
This letter shall serve as the opinion of the County Attorney of Collier County, Florida (the
"Issuer") pursuant to Section 8(e)(3) of the Purchase Contract, dated December __, 2001 (the
"Purchase Contract") between the Issuer and Salomon Smith Barney, Inc., on behalf of itself, A.G.
Edwards & Sons, Inc. and Raymond James & Associates, Inc. I have participated in various
proceedings in connection with the issuance by the Issuer of $ aggregate principal
amount of Collier County, Florida Capital Improvement Revenue Bonds, Series 2001 (the "Bonds").
Ail terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Contract.
I am of the opinion that:
1. The Issuer is a political subdivision of the State of Florida, duly organized and validly
existing and has full legal right, power and authority to adopt and perform its obligations under the
Resolution, and to authorize, execute and deliver and to perform its obligations under the
Continuing Disclosure Certificate, the Reserve Account Insurance Policy Agreement and the
Purchase Contract.
2. The Issuer has duly adopted the Resolution, and has duly authorized, executed and
delivered the Purchase Contract, the Reserve Account Insurance Policy Agreement and the
Continuing Disclosure Certificate, and assuming the due authorization, execution and delivery of the
Purchase Contract and the Reserve Account Insurance Policy Agreement by the other parties
thereto, such instruments constitute legal, binding and valid obligations of the Issuer, enforceable in
accordance with their terms; provided, however, the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity and the exercise of judicial
discretion.
Exhibit C- 1
3. With respect to the information in the Official Statement and based upon my
participation in the preparation of the Official Statement as County Attorney, I have no reason to
beheve that the Official Statement (except for the financial and statistical data contained therein,
and the information relating to the Insurer and DTC, as to which no view need be expressed), as to
legal matters, contains any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the' statements made therein, in light of the
circumstances under which they were made, not misleading.
4. The use of the Prehminary Official Statement by the Underwriiers for the purpose of
offering the Bonds has been duly authorized and ratified by the Issuer.
5. The Official Statement has been duly authorized, executed and delivered by the
Issuer, and the Issuer has consented to the use and distribution thereof by the Underwriters.
6. The adoption of the Resolution and the authorization, execution and delivery of the
Continuing Disclosure Certificate, the Purchase Contract, the Reserve Account Insurance Policy
Agreement and the Bonds, and compliance with the provisions hereof and thereof, will not conflict
with, or constitute a breach of or default under, any law, administrative regulation, consent decree,
ordinance, resolution or any agreement or other instrument to which the Issuer is subject nor will
such enactment, adoption, execution, delivery, authorization or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever
upon any of the property or assets of the Issuer, or under the terms of any law, administrative
regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution.
7. All approvals, consents, authorizations and orders of any governmental authority or
agency having jurisdiction in any matter which would constitute a condition precedent to the
performance by the Issuer of its obligations hereunder and the Resolution have been obtained and
are in full force and effect.
8. The Issuer is lawfully empowered to pledge the Pledged Revenues to the extent
provided in the Resolution on parity and equal status with the Collier County, Florida Capital
Improvement Revenue Refunding Bonds, Series 1992 and the Collier County, Florida Capital
Improvement Revenue Refunding Bonds, Series 1994.
9. Except as disclosed in the Official Statement, to my knowledge after due inquiry, as
of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, pubhc board or body, pending or, to the best of my
knowledge, threatened against the Issuer, affecting or seeking to prohibit, restrain or enjoin the sale,
issuance or delivery of the Bonds or the collection of the Pledged Revenues to pay the principal of,
premium, if any, and interest on the Bonds, or contesting or affecting as to the Issuer the validity or
enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the
Resolution, the Continuing Disclosure Certificate, the Reserve Account Insurance Policy Agreement
or the Purchase Contract, or contesting the tax-exempt status of interest on the Bonds, or contesting
the completeness or accuracy of the Official Statement or any supplements or amendments thereto,
or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the adoption of
the Resolution, or the execution and delivery by the Issuer of the Purchase Contract, the Reserve
Account Insurance Policy Agreement or the Continuing Disclosure Certificate; notwithstanding the
foregoing, I am not expressing any opinion on the apphcability of the any approvals, consents and
orders as may be required under the Blue Sky or securities laws or legal investment laws of any
state in connection with the offering and sale of the Bonds or on connection with the registration of
the Bonds under the Federal securities laws.
Exhibit C-2
Respectfully submitted,
10B
j:\bomis\4399-00\pc2.doc
November 26, 2001
David C. Weigel
County Attorney
Exhibit C-3
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT
10B
Electronic Distribution of the Prehminary Official Statement Disclaimer Language
$53,940,000*
COLLIER COUNTY, FLORIDA
Capital Improvement Revenue Bonds,
Series 2001
DISCLAIMER
Electronic access to the following Prehminary Official Statement (including the information
incorporated by reference) is being provided to you as a matter of convenience only. The only official
version of the Preliminary Official Statement is the printed version available for physical dehvery.
Although the information contained in the following Prehminary Official Statement has been formatted
in a manner which should exactly replicate the printed Preliminary Official Statement, physical
appearance may differ for various reasons, including electronic communication difficulties or particular
user equipment. In order to assure accuracy, users should obtain a copy of and refer to the printed
Preliminary Official Statement. The user of this Preliminary Official Statement assumes the risk of any
discrepancies between the printed Prehminary Official Statement and the electronic version of this
document.
Copies of the printed Preliminary Official Statement may be obtained from:
Salomon Smith Barney
Deborah S. Feeney
390 Greenwich Street, 2"a Floor
Municipal Division
New York, New York 10013
Tel: (212) 723-7116
Email: deborah.s.feeney@ssmb.com
This Preliminary Official Statement and the information contained herein are subject to
completion or amendment without notice. The posting of this Prelim£nary 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 securities
described in the Preli~ninary Official Statement ia any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such
jurisdiction.
By clicking on the hyperlink at the bottom of this page and accessing the following Preliminary
Official Statement, you will have been deemed to have (i) accepted the provisions of this page, (ii) agreed
not to print the Prehminary Official Statement except in its entirety, and ('fii) consented to the electronic
transmission of the Preliminary Official Statement.
* Preliminary, subject to change.
PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 29, 2001
NEW ISSUE -BOOK ENTRY ONLY
In the opinion of Nabors, Giblin & Nickerson, P.A., Ta~npa, Florida, Bond Cou~sel, interest on
the Series 2001 Bonds (as hereinafter defined) is, under existing statutes, regulations, rulings and court
decisions: (a) excludable frown gross incotne for federal inco~ne tax purposes except as otherwise described
herein under the captio~ "TAX EXEMPTION" a~d (b) not an ite~n of tax preference for purposes of the
federal alternative ~nini~nu~n tax imposed on individuals a~d corporations. Such interest, however, will
be includable in the calculation of a corporation's alter~ative ~ninimu~n taxable inco~ne and may be
subject to other federal income tax conseque~ces referred to herein under the caption "TAX EXEMt~ION."
Bond Counsel is further of the opi~ion that the Series 2001 Bonds a~d the interest thereon are exe~npt
from all prese~t intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes.
See "TAX EXEMPTION" herein for a discussion of Bo~d Cou~sel's opi~ion, i~cluding a discussion of the
corporate alter~ative mini~num tax.
$53,940,000*
COLLIER COUNTY, FLORIDA
Capital Improvement Revenue Bonds,
Series 2001
Dated: Date of Delivery .......................................................................... Due: October 1, as shown below
The Capital Improvement Revenue Bonds, Series 2001 (the "Series 2001 Bonds") are being
issued by Collier County, Florida (the "County") as fully registered bonds, which initially will be
registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New
York ("DTC"). Individual purchases will be made in book-entry form only through Participants (defined
herein) in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2001 Bonds
(the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership
interests in the Series 2001 Bonds will be effected by the DTC book-entry system as described herein. As
long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be
made directly to such registered owner which will in turn remit such payments to the Participants (as
defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2001
Bonds is payable on April 1, 2002 and semiannually on each April 1 and October I thereafter. Principal
of, premium, ff any, and interest on the Series 2001 Bonds will be payable by Fifth Third Bank,
Cincinnati, Ohio as Paying Agent and Registrar. The Series 2001 Bonds are subject to optional and
mandatory redemption prior to their stated maturities as described herein.
This cover page contains certain information for quick reference only. It is not, and is not
intended to be, a summary of the issue. Investors must read the entire Official Statement to obtain
information essential to the making of an informed investment decision.
The Series 2001 Bonds are being issued for the purpose of providing funds to (i) reimburse,
finance and refinance the costs of acquisition, construction and equipping of various capital
improvements within the County including, but not hmited to, voting machines, pubhc safety
improvements, general governmental buildings, improvements to a county jail, parks and recreation
improvements, and library improvements (the "Project"), and (ii) pay certain costs of issuance of the
Series 2001 Bonds, including the municipal bond insurance premium and the reserve account insurance
pohcy premium.
The Series 2001 Bonds are payable from and secured by a hen upon the proceeds of the local
government half-cent sales tax, as defined and described in, and distributed to the County under,
Chapter 218, Part VI, Florida Statutes, and certain other investment earnings under the Resolution (as
defined herein) (collectively, the "Pledged Revenues"), on a parity in all respects with certain other
outstanding obligations of the County more fully described herein.
The Series 2001 Bonds shall neither constitute general indebtedness of the County nor
a pledge of its full faith, credit or taxing power within the meaning of any constitutional or
statutory provision or limitation, but shall be payable solely from and secured by a lien upon
and pledge of the Pledged Revenues as provided in the Resolution. No Holder or Holders of
the Series 2001 Bonds shall ever have the right to require or compel the exercise of the ad
valorem taxing power of the County to pay the Series 2001 Bonds or the interest thereon or
to make any other payments provided in the Resolution. The Series 2001 Bonds and the
indebtedness evidenced thereby shall not constitute a lien upon the Project or any other
property of the County, but shall constitute a lien upon the Pledged Revenues to the extent
and in the manner provided in the Resolution.
From and after the date of delivery of the Series 2001 Bonds, payment of the principal of and
interest on the Series 2001 Bonds will be guaranteed by a municipal bond insurance policy (see
"MUNICIPAL BOND INSURANCE" herein) to be issued simultaneously with the delivery of the Series
2001 Bonds by Financial Guaranty Insurance Company.
[Insert FGIC Logo]
AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS
$37,140,000' Serial Bonds
Maturity* Interest Price or Maturity* Interest Price or
Amount* (October 1) Rate Yield Amount* (October 1) Rate Yield
$1,815,000.00 2002 % % $2,310,000.00 2010 %
2,565,000.00 2003 2,400,000.00 2011
2,620,000.00 2004 2,490,000.00 2012
2,685,000.00 2005 2,585,000.00 2013
2,765,000.00 2006 2,690,000.00 2014
2,090,000.00 2007 2,805,000.00 2015
2,160,000.00 2008 2,925,000.00 2016
2,235,000.00 2009
$16,800,000' Term Bonds due October 1, 2021' - Price or Yield %
The Series 2001 Bonds are offered when, as and if issued aad received by the U~derwriters,
subject to the approval as to legality by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel.
Certain legal matters will be passed on for the County by David C. Weigel, Esq., County Attoraey, and by
Bryaat, Miller and Olive, P.A., Tampa, Florida, Disclosure Counsel. Willia~n R. Hough & Co., Naples,
Florida is acting as Financial Advisor to the County. It is expected that the Series 2001 Bonds i~
defiaitive form will be delivered to DTC in New York, New York on or about Dece~nber 20, 2001.
Salomon Smith Barney
A.G. Edwards & Sons, Inc.
Raymond James & Associates,
*Prehminary, subject to change
10B
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 sohcitation of an offer to buy, nor shall there be any sale of the Series 2001 Bonds in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, quahfication or
exemption under the securities laws of such jurisdiction. The County has deemed this Prehminary
Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-
12 promulgated by the Securities and Exchange Commission.
COLLIER COUNTY, FLORIDA
Government Complex
3301 East Tamiami Trail
Naples, Florida 34112
(941) 774-8097
10B
BOARD OF COUNTY COMMISSIONERS
James D. Carter, Ph.D., Chairman
Jim Coletta, Vice Chairman
Fred W. Coyle, Commissioner
Donna Fiala, Commissioner
Tom Henning, Commissioner
COUNTY MANAGER
Thomas W. Olliff
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 and Ohve, P.A.
Tampa, Florida
FINANCIAL ADVISOR
William R. Hough & Co.
Naples, Florida
INDEPENDENT AUDITORS
KPMG LLP
St. Petersburg, Florida
1,OB i:i
No dealer, broker, salesman or other person has been authorized by the County to give any
information or to make any representations in connection with the Series 2001 Bonds other than as
contained in this Official Statement, and, if given or made, such information or representations must not
be relied upon as having been authorized by the County..This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2001 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 Depository Trust
Company, Financial Guaranty Insurance Company, and other sources which are believed to be rehable,
but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by
the County with respect to any information provided by others. The Underwriters listed on the cover
page hereof have reviewed the information in this Official Statement in accordance with and as part of
their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness
of such information. The information and expressions of opinion stated herein are subject to change, and
neither the delivery of this Official Statement nor any sale made hereunder shall create, under any
circumstances, any imphcation that there has been no change in the matters described herein since the
date hereof.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES
2001 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 2001 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 2001 BONDS HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH
ANY STATE SECURITIES COMMISSION. IN MAKING AI~rY 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 2001
BONDS HA\rE NOT BEEN APPRO\rED OR DISAPPROVED BY THE COMMISSION OR ANY STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES
HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT.
ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
[Remainder of page intentionally left blank]
TABLE OF CONTENTS
Contents
Page
INTRODUCTION ......................................................................................................................................... .1
General ........................................................................................................................ 1
The Count-~.v ..........................................................................................................
~ (~fthe Series 2001 Bonds ........................... : ............................................................................... 1
Security for the Series 2001 Bonds ......................................................................................................... 1
Redemption Provisions ............................................................................................................................ 2
Municipal Bond Insurance ...................................................................................................................... 2
Additional Parity Bonds .......................................................................................................................... 2
Tax Exemption .................................................................................................................................. 2
Continuing Disclosure .............................................................................................................................
Amendment of Resolution ....................................................................................................................... 3
Additional Information ............................................................................................................................ 3
AUTHORITY FOR ISSUANCE .................................................................................................................. 3
THE PROJECT ...................................................................................................... 3
DESCRIPTION' ~i~"~i~'~"~i'~'~'~ BONDS ....................................................................................... 4
1 4
Genera. ....................................................................................................................................................
~t~' Only System ......................................................................................................................... 4
Pawnent of the Series 2001 Bonds ......................................................................................................... 6
Ownership of Series 2001 Bonds ............................................................................................................ 6
Optional Redemption ............................................................................................................................... 6
Mandatom~ Redemption ........................................................................................................................... 7
No~iee of Redemption ............................................................................................................................... 7
Transfer and Exchange ........................................................................................................................... 7
SECURITY FOR THE BONDS ................................................................................................................... 8
General ..................................................................................................................................................... 8
Funds and Accounts ................................................................................................................................ 9
Construction Fund ................................................................................................................................... 9
10
Reserve Account .....................................................................................................................................
Disposition of Sales Tax Revenues ....................................................................................................... 10
Additional Parity Bonds ........................................................................................................................ 12
Subordinated Indebtedness ................................................................................................................... 12
Books and Records ................................................................................................................................. 12
Collection of Totmst Development Tax Revenues; No Impairment ................................................... 13
Investments ............................................................................................................................................ 1~
Amendmen~ of Resolution without Consent of Bondholders: Control by Insurer in Case of Event oI
Default .................................................................................................................................................... 13
SALES TAX REY~NUES .......................................................................................................................... 14
General ................................................................................................................................................... 14
14
Eligibility ................................................................................................................................................ 15
Distribution ............................................................................................................................................
ESTINLiTED SOURCES AND USES OF FUNDS .................................................................................. 18
DEBT SERX~CE SCHEDULE .................................................................................................................. 19
MUNICIPAL BOND INSURANCE .......................................................................................................... 20
RESERVE ACCOUNT INSU~tNCE PO~ CY. ....................................................................................... 21
IN%~STMENT POLICY ............................................................................................................................ 22
LEGAL 5,L~TTERS ..................................................................................................................................... 24
LITIGATION .............................................................................................................................................. 24
DISCLOSURE REQI~IRED BY FLORIDA BLUE SI~' REGU~TIONS ............................................. 25
T~X EXEMPTION ..................................................................................................................................... 25
Opinion of Bond Counsel ....................................................................................................................... 25
Internal Revenue Code of 1986 ............................................................................................................. 26
Collateral Tax Consequences ................................................................................................................ 26
Florida Taxes ......................................................................................................................................... 26
Other Tax Matters ................................................................................................................................. 26
Tax Treatment of Original Issue Discount .......................................................................................... 27
Tax Treatment of Bond Premium ......................................................................................................... 27
.hATINGS .................................................................................................................................................... 2278
L ADVISOR .............................................................................................................................
AUDITED FINANCIAL STATEMENTS .................................................................................................. 28
UNDERWRITING ...................................................................................................................................... 28
CONTINGENT FEES ................................................................................................................................ 28
ENFORCEABILITY OF REMEDIES ....................................................................................................... 29
CONTINUING DISCLOSURE .................................................................................................................. 29
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT .................................................... 29
AUTHORIZATION OF OFFICIAL STATEMENT .................................................................................. 30
APPENDIX A - GENERAL INFORMATION REGARDING COLLIER COUNTY
APPENDIX B -AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED
SEPTEMBER 30, 2000
APPENDIX C -SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION
APPENDIX D -FORM OF BOND INSURANCE POLICY
APPENDIX E -FORM OF RESERVE ACCOUNT INSURANCE POLICY
APPENDIX F - PROPOSED FORM OF BOND COUNSEL OPINION
APPENDIX G -FORM OF CONTINUING DISCLOSURE CERTIFICATE
ii
OFFICIAL STATEMENT
relating to
$53,940,000*
COLLIER COUNTY, FLORIDA
Capital Improvement Revenue Bonds,
Series 2001
INTRODUCTION
General
- This introduction is subject in all respects to the more complete information and definitions
contained or incorporated in this Official Statement and should not be considered to be a complete
statement of the facts material to making an informed investment decision. The offering by Collier
County, Florida (the "County"), of its $53,940,000* Capital Improvement Revenue Bonds, Series
2001 (the "Series 2001 Bonds") to potential investors is made only by means of the entire Official
Statement, including all appendices attached hereto. All capitalized undefined terms used in this
introduction shall have the meaning set forth in "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION" attached hereto.
The County
The County is located in the southwestern portion of the State of Florida, with the City of
Naples, located in the western part of the County, being the largest incorporated municipality in
Collier County and serving as its county seat. The County, with a 2000 population of 251,377
according to the United States Census, derives its economy from wholesale and retail trade,
government, tourism, contract construction, agriculture, cattle ranching and timber. 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"
attached hereto for more information about the County.
Purpose of the Series 2001 Bonds
The County proposes to issue the Series 2001 Bonds for the purpose of providing funds to (9
reimburse, finance and refinance the costs of acquisition, construction and equipping of various
capital improvements within the County including, but not limited to, voting machines, public safety
improvements, general governmental buildings, improvements to a county jail, parks and recreation
improvements and library improvements (the "Project), and (ii) pay certain costs of issuance of the
Series 2001 Bonds, including the municipal bond insurance premium and the reserve account
insurance policy premium. The Series 2001 Bonds are being issued on a parity as to the lien on and
security with the County's Capital Improvement Revenue Refunding Bonds, Series 1992, currently
outstanding in the principal amount of $6,015,000 (the "Outstanding 1992 Bonds") and the County's
Capital Improvement Revenue Refunding Bonds, Series 1994 currently outstanding in the principal
amount of $25,030,000 (the "Outstanding 1994 Bonds"). The Series 2001 Bonds, the Outstanding
1992 Bonds, the Outstanding 1994 Bonds, and any Additional Parity Bonds (as defined in the
hereinafter described Resolution) subsequently issued pursuant to the Resolution (as hereinafter
defined) are herein collectively referred to as the "Bonds." See "SECURITY FOR THE BONDS -
Additional Parity Bonds" herein.
Security for the Bonds
Pursuant to Resolution No. 85-107 adopted by the Board of County Commissioners of the
County on April 30, 1985, as amended and supplemented from time to time, and as particularly
* Preliminary, subject to change
supplemented by Resolution No. ____ adopted by the Board of County Commissioners of the
County on November 27, 2001 (collectively, the "Resolution"), the Series 2001 Bonds will be payable
from and will be secured by, on a parity with the Outstanding 1992 Bonds, the Outstanding 1994
Bonds, and any Additional Parity Bonds subsequently issued pursuant to the Resolution, the
proceeds of the local government half-cent sales tax, as defined and described in, and distributed to
the County under Chapter 218, Part VI, Florida Statutes ("Sales Tax Revenues") and all investment
income derived from the investment of moneys in the Reserve Account established by the Resolution
(collectively, the "Pledged Revenues"). Pursuant to the Resolution, upon the issuance of the Series
2001 Bonds, there will be on deposit in the Reserve Account an amount equal to the Maximum Bond
Service Requirement with respect to the Series 2001 Bonds, the Outstanding 1992 Bonds and the
Outstanding 1994 Bonds. See "SECURITY FOR THE BONDS" hereto.
A Reserve Account has been established to secure all Bonds. Upon issuance of the Series
2001 Bonds, the County will purchase a reserve account insurance policy in an amount which,
together with amounts already on deposit therein, will equal the Maximum Bond Service
Requirement (as such term is defined in the Resolution) for all Bonds.
Redemption Provisions
The Series 2001 Bonds are subject to optional and mandatory redemption prior to their
stated maturities as described herein. See "DESCRIPTION OF THE SERIES 2001 BONDS" herein.
Municipal Bond Insurance
Financial Guaranty Insurance Company (the "Insurer") has committed to issue, effective as
of the date on which the Series 2001 Bonds are issued, a policy of insurance which guarantees the
payment of the principal of and interest on the Series 2001 Bonds. See "MUNICIPAL BOND
INSURANCE" herein and "APPENDIX D - FORM OF BOND INSURANCE POLICY" attached
hereto.
Additional Parity Bonds
The County may issue Additional Parity Bonds on a parity with the Series 2001 Bonds, the
Outstanding 1992 Bonds and the Outstanding 1994 Bonds, subject to compliance with certain
conditions set forth in the Resolution. See "SECURITY FOR THE BONDS - Additional Parity
Bonds" herein.
Tax Exemption
The approving legal opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, will include
an opinion to the effect that, under existing statutes, regulations, rulings and court decisions, (i)
interest on the Series 2001 Bonds is exempt from all present intangible personal property taxes
imposed pursuant to Chapter 199, Florida Statutes, and (ii) assuming continuing compliance by the
County with certain covenants set forth in the Resolution and with the Internal Revenue Code of
1986, as amended, interest on the Series 2001 Bonds is (a) excludable from gross income for federal
income tax purposes, and (b) not an item of tax preference for purposes of the alternative minimum
tax imposed on individuals and corporations; however, interest on the Series 2001 Bonds is taken
into account in determining adjusted current earnings for purposes of computing the alternative
minimum tax imposed on certain corporations.
2
Continuing Disclosure 10B
The County has agreed and undertaken, for the benefit of Series 2001 Bondholders, to
provide certain financial information and operating data relating to the County, the Pledged
Revenues and the Series 2001 Bonds pursuant to Rule 15c2-12 of the Securities and Exchange
Commission.
Amendment of Resolution
Pursuant to the Resolution, the County is granted the right to make certain amendments to
the Resolution without the consent of the Holders of the Series 2001 Bonds. See "APPENDIX C -
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" attached hereto.
Additional Information
This Official Statement speaks only as of its date, and the information contained herein is
subject to change. This Official Statement contains certain information concerning the Insurer, its
policy of municipal bond insurance on the Series 2001 Bonds and its reserve account insurance
policy, and contains certain information concerning The Depository Trust Company, New York, New
York ("DTC"), and its book-entry-only system of registration. Such information has not been
provided by the County and the County does not certify as to the accuracy or sufficiency of the
disclosure practices or content of information provided by such parties and is not responsible for the
information provided by such parties.
A copy of the Resolution and all documents of the County referred to herein may be obtained
from Dwight E. Brock, Clerk of Circuit Court and Chief Financial Officer of Colher County, 3301 E.
Tamiami Trail, Building L. Naples, Florida 34112, Phone (941) 732-2646.
Capitahzed terms used but not defined herein have the same meaning as when used in the
Resolution unless the context clearly indicates otherwise. See "APPENDIX C - SUMMARY OF
CERTAIN PROVISIONS OF THE RESOLUTION" attached hereto. All information included herein
has been provided by the County, except where attributed to other sources. Copies of such
documents, reports and statements referred to herein that are not included in their entirety in this
Official Statement may be obtained from the County.
AUTHORITY FOR ISSUANCE
The Series 2001 Bonds are being issued pursuant to the authority of and in full comphance
with the Constitution and laws of the State of Florida, including Chapter 125, Florida Statutes, as
amended and supplemented, Home Rule Ordinance No. 82-47 duly enacted by the Board of County
Commissioners of the County (the "Board") on June 18, 1982, and other applicable provisions of law
(the "Act"), and pursuant to the Resolution.
THE PROJECT
The Project consists of the acquisition, construction and equipping of various capital
improvements within the County including, but not bruited to, voting machines, public safety
improvements, general governmental buildings, improvements to a county jail, parks and recreation
improvements and library improvements. Certain components of the Project were previously
financed on an interim basis through the issuance of the Collier County, Florida Revenue Notes,
Draw Numbers A-11-1, A-11-2, A-11-3, A-11-4, A-12-1, A-13-1, A-18-1 and A-19-1 to the Florida
Local Government Finance Commission (the "Prior Notes"), [and two promissory notes to Bank
of America, N.A., (the "Bank Notes"),] which such Prior Notes [and Bank Notesl are being
currently refunded with proceeds of the Series 2001 Bonds. The Prior Notes [and the Bank Notes]
are not secured by the Pledged Revenues, are currently outstanding in the aggregate principal
amount of $18,176,000 [and $3,228,030, respectively,] and are expected to be fully paid within 90
days of the issuance of the Series 2001 Bonds. The Prior Notes [and Bank Notes] will be paid in
whole or in part by other legally available moneys of the County, with the balance, f any, to be paid
from proceeds of the Series 2001 Bonds.
DESCRIPTION OF THE SERIES 2001 BONDS
General
The Series 2001 Bonds will be dated and will mature in the years, and in the amounts and
bear interest at the rates and be payable on the dates set forth on the cover page hereof. Interest on
the Series 2001 Bonds is payable on April 1, 2002, and semiannually on each April I and October 1
thereafter (each an "Interest Date"). Principal of, premium, if any, and interest on the Series 2001
Bonds will be payable by Fifth Third Bank, Cincinnati, Ohio, as Paying Agent and Registrar.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST
COMPANY CDTC") 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 2001 Bonds. The Series 2001 Bonds will
be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership
nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered bond certificate will be issued for each maturity of the Series 2001 Bonds in the
aggregate principal amount of such maturity, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC.
DTC also facilitates the settlement among Participants of securities transactions such as transfers
and pledges, and in deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of securities certificates.
"Direct Participants" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the Securities and Exchange
Commission.
Purchases of Series 2001 Bonds under the DTC system must be made by or through Direct
Participants which will receive a credit for the Series 2001 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2001 Bond ("Beneficial Owner") is in turn to be
4
lOB
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transactions, 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 2001 Bonds are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Series 2001 Bonds, except in
the event that use of the book-entry system for the Series 2001 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2001 Bonds deposited by Participants with DTC
are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 2001
Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2001 Bonds; DTCts
records reflect only the identity of the Direct Participants to whose accounts such Series 2001 Bonds
are credited, which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Beneficial Owners of the Series 2001 Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Series 2001 Bonds, such as
redemptions, defaults and proposed amendments to Series 2001 Bond documents. Beneficial Owners
of the Series 2001 Bonds may wish to ascertain that the nominee holding the Series 2001 Bonds for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or in the alternative,
Beneficial Owners may wish to provide their names and addresses to the Paying Agent and
Registrar and request that copies of notices be provided directly to them.
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 among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the Series 2001 Bonds
within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest
of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to Series 2001 Bonds. 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 2001 Bonds are credited on the record date (identified in a
hsting attached to the omnibus proxy).
Principal and interest payments on the Series 2001 Bonds will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on payment dates in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive
payment on the payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as in the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the County, or the Paying Agent, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and interest to DTC is the
responsibility of the County or the Paying Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Series 2001 Bonds at any time by giving reasonable notice to the County and/or the Paying Agent.
Under such circumstances, in the event that a successor securities depository is not obtained, Series
2001 Bond certificates are required to be printed and delivered.
The County may decide to discontinue use of the system of book-entry transfers through DTC
(or a successor securities depository). In that event, Series 2001 Bond certificates will be printed and
dehvered.
Payment of the Series 2001 Bonds
Interest on the Series 2001 Bonds is payable by the Paying Agent by check or draft mailed to
the holder in whose name such Series 2001 Bond shall be registered at the close of business on the
date which shall be the fifteenth day of the calendar month next preceding each Interest Date,
whether or not such day is a business day, or at the request of such holder, by bank wire transfer to
the account of such owner. The principal of and premium, if any, on the Series 2001 Bonds is
payable at maturity or redemption to the registered owner at the designated corporate trust office of
the Paying Agent.
For so long as the Series 2001 Bonds shall be held in the DTC book-entry system (without
certificates), all such payments of principal premium, if any, and interest on the Series 2001 Bonds
will be made to Cede & Co., as registered owner thereof, by the Paying Agent and payments to
Beneficial Owners will be the responsibility of DTC and the DTC Participants. See "DESCRIPTION
OF THE SERIES 2001 BONDS - Book-Entry Only System" herein.
Ownership of Series 2001 Bonds
The County, the Paying Agent, and the Registrar shall deem and treat the person in whose
name any Series 2001 Bond is registered on the books maintained by the Registrar as the absolute
owner of such Series 2001 Bond, whether or not such Series 2001 Bond is overdue, for the purpose of
receiving payment thereof and for all other purposes whatsoever, and neither the County, the Paying
Agent, nor the Registrar will be affected by any notice to the contrary. All such payments will be
valid and effectual to satisfy and discharge the liability upon such Series 2001 Bond to the extent of
the sum or sums so paid.
Optional Redemption
The Series 2001 Bonds maturing on or before October 1, 20__ are not subject to optional
redemption prior to maturity. The Series 2001 Bonds maturing on and after October 1, 20__ are
subject to redemption at the option of the County in whole or in part, at any time, on or after
October 1, 20__ in such order of maturities as may be determined by the County (less than all of a
single maturity to be selected by lot) at a redemption price (expressed as a percentage of principal
amount) as set forth in the table below, together with accrued interest to the date set for redemption:
Redemption Period
(Both Dates Inclusive.,}
October 1, 20__ to September 30, 20__
October 1, 20__ to September 30, 20__
October 1, 20__ and thereafter
Redemption Price
%
10B
Mandatory Redemption
The Series 2001 Bonds maturing on October 1, 20__, are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot on October 1, 20__ and on each October 1 thereafter, at
a redemption price equal to the principal amount of such Series 2001 Bonds or portions thereof to be
redeemed, plus interest accrued thereon to the date of redemption, on October 1 in the following
years and in the following Amortization Installments:
Year Amortization Installments
20__
20~
20__
20__
20~
20__
0 ~
2~
*Maturity
Notice of Redemption
Notice of redemption shall be (i) filed with the Paying Agent and Registrar; and (ii) mailed,
first class, postage prepaid, at least 30 days prior to the redemption date to all registered owners of
Series 2001 Bonds to be redeemed at their addresses as they appear on the registration books of the
County. Interest shall cease to accrue on any Series 2001 Bond duly called for redemption on the
redemption date, provided provision for the payment thereof shall have been duly provided. Failure
to mail notice to the registered owners of the Series 2001 Bonds to be redeemed, or any defect in such
notice, shall not affect the proceedings of redemption of such Series 2001 Bonds.
As described above under "DESCRIPTION OF THE SERIES 2001 BONDS -- Book-Entry
Only System," for so long as the Series 2001 Bonds are registered in the name of DTC or its nominee,
notice of redemption of any Series 2001 Bond will be given by the Registrar to DTC or such nominee
only, who will then be solely responsible for selecting and notifying those DTC Participants and
Beneficial Owners (as defined herein) to be affected by such redemption.
Transfer and Exchange
So long as the Series 2001 Bonds are registered in the na~ne of DTC or its nomiaee, the
foIIowb~g paragraphs relating to transfer aad exchaage of Series 2001 Bonds do not apply to the
Series 2001 Bonds.
Series 2001 Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his
attorney duly authorized in writing, may, at the option of the registered owner thereof, be exchanged
for an equal aggregate principal amount of registered Series 2001 Bonds and of the same maturity of
any other authorized denominations. The Registrar shall act as registrar and transfer agent for all
Series 2001 Bonds.
The Series 2001 Bonds issued under the Resolution shall be and have all the quahties 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 2001 Bonds. So long as any of the Series 2001 Bonds shall remain
7
lOB
outstanding, the County shall maintain and keep, at the office of the Registrar, books for the
registration and transfer of the Series 2001 Bonds; and, upon presentation thereof for such purpose
at said office, the County shall register or cause to be registered therein, and permit to be
transferred thereon, under such reasonable regulations as it or the Registrar may prescribe, any
Series 2001 Bond entitled to registration or transfer.
Each Series 2001 Bond shall be transferable only upon the books of the County, at the office
of the Registrar, by the registered owner thereof in person or by his attorney duly authorized in
writing upon surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed by the registered owner of his duly authorized attorney. Upon the transfer
of any such Series 2001 Bond, the County shah issue in the name of the transferee a new Series 2001
Bond or Series 2001 Bonds of the same aggregate principal amount and maturity as the surrendered
Series 2001 Bond.
The County and any paying agent or fiduciary of the County may deem and treat the person
in whose name any outstanding Series 2001 Bond shall be registered upon the books of the County
as the absolute owner of such Series 2001 Bond, whether such Series 2001 Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of, the principal, redemption premium, if
any, and interest on such Series 2001 Bond and for all other purposes, and all such payments so
made to any such registered owner or upon his order shall be valid and effectual to satisfy and
discharge the liability upon such Series 2001 Bond to the extent of the sum or sums so paid and
neither the County nor any paying agent or other fiduciary of the County shall be affected by any
notice to the contrary.
In all cases in which the privilege of exchanging Series 2001 Bonds or transferring Series
2001 Bonds is exercised, the County shall execute and deliver Series 2001 Bonds in accordance with
the provisions of the Resolution. Execution of Series 2001 Bonds by the Chairman and Clerk for
purposes of exchanging, replacing or transferring Series 2001 Bonds may occur at the time of the
original delivery of the Series 2001 Bonds. All Series 2001 Bonds surrendered in any such exchanges
or transfers shall be held by the Registrar in safekeeping until directed by the County to be cancelled
by the Registrar. For every such exchange or transfer of Series 2001 Bonds, the County or the
Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other
governmental charge required to be paid with respect to such exchange or transfer. The County
shall not be obligated to make any such exchange or transfer of Series 2001 Bonds during the fifteen
(15) days next preceding an interest payment date on the Series 2001 Bonds, or in the case of any
proposed redemption of Series 2001 Bonds, then during the fifteen (15) days next preceding the date
of the first maihng of notice of such redemption and continuing until such redemption date.
SECURITY FOR THE BONDS
General
The principal of, redemption premium, if any, and interest on Bonds issued under the
Resolution, including the Series 2001 Bonds, the Outstanding 1992 Bonds, the Outstanding Series
1994 Bonds, and any Additional Parity Bonds hereafter issued, will be payable on a parity with one
another from and secured by a pledge of and first lien upon (i) the proceeds of the local government
half-cent sales tax, as defined and described in, and distributed to the County under Chapter 218,
Part VI, Florida Statutes (the "Sales Tax Revenues"), and (ii) the investment income derived fror~
the investment of moneys in the Reserve Account established under the Resolution, if any,
("Investment Earnings") which shall be transferred to the Sinking Fund in accordance with the
Resolution (collectively, the "Pledged Revenues"). For more information regarding Sales Tax
Revenues, see "SALES TAX REVENUES" herein.
THE SERIES 2001 BONDS SHALL NEITHER CONSTITUTE GENERAL INDEBTEDNESS
OF THE COUNTY NOR A PLEDGE OF ITS FULL FAITH, CREDIT OR TAXING POWER WITHIN
THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION,
BUT SHALL BE PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF
THE PLEDGED REVENUES AS PROVIDED IN THE RESOLUTION. NO HOLDER OR
HOLDERS OF THE SERIES 2001 BONDS SHALL EVER HAVE THE RIGHT TO REQUIRE OR
COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE COUNTY TO PAY
THE SERIES 2001 BONDS OR THE INTEREST THEREON OR TO MAKE ANY SINKING FUND,
RESERVE ACCOUNT OR OTHER PAYMENTS PROVIDED IN THE RESOLUTION. THE SERIES
2001 BONDS AND THE INDEBTEDNESS EVIDENCED THEREBY SHALL NOT CONSTITUTE A
LIEN UPON THE PROJECT OR ANY OTHER PROPERTY OF THE COUNTY, BUT SHALL
CONSTITUTE A LIEN UPON THE PLEDGED REVENUES IN THE MANNER PROVIDED IN
THE RESOLUTION.
Funds and Accounts
The County covenanted and agreed in the Resolution to establish with a bank or trust
company in the State of Florida, which is eligible under the laws of such State to receive County
funds, special funds to be known as the "Sales Tax Fund," the "Rebate Fund," the "Sinking Fund,"
and within the Sinking Fund, the "Interest Account," the "Principal Account," the "Bond
Amortization Account," and the "Reserve Account," and the "Construction Fund." Such Funds and
Accounts constitute trust funds for the purposes provided in the Resolution for such Funds and
Accounts. All such Funds and Accounts shall be continuously secured in the manner by which the
deposit of public funds are authorized to be secured by the Laws of the State of Florida.
Construction Fund
The moneys in the Construction Fund, until applied for payment of any item of the Cost of
the Project in the manner provided in the Resolution, shall be held in trust by the County and shall
be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of
such Holders.
The County covenanted and agreed in the Resolution to commence and proceed with
completion of the Project with due diligence and all practicable dispatch. If for any reason such
proceeds or any part thereof are not necessary for or are not applied to the payment of such Cost,
then the unapplied proceeds shall be deposited by the County into the Reserve Account in an amount
equal to any deficiency therein and thereafter the unapplied proceeds shall be deposited, at the
discretion of the County, into the Interest Account or Principal Account and applied to the payment
of principal of and interest on the Bonds.
All income derived from investment of moneys in the Construction Fund shall be retained in
the Construction Fund; provided, that upon certification by the County Representative that the
balance of funds on deposit and a stated amount of income to be received on investments will be
sufficient to pay all remaining Cost of the Project when due, the balance of such investment income
shall be deposited in the Sinking Fund as described in the preceding paragraph.
All expenditures or disbursements from the Construction Fund shall be made only after such
expenditures or disbursements shall have been approved in writing by the County Representative.
The date of completion of the Project shall be determined by the County Representative who shall
certify such fact in writing to the Board.
9
Reserve Account
Upon the issuance of the Series 2001 Bonds, there shall be on deposit in the Reserve Account
a sum equal to the Maximum Bond Service Requirement for the Bonds ($ ), which sum
shall be maintained for the benefit of the holders of the Bonds. No further payments shall be
required to be made into the Reserve Account as long as the amount on deposit therein shall equal
the Maximum Bond Service Requirement on the outstanding Bonds. The Maximum Bond Service
Requirement is defined in the Resolution to be, as of any particular date of calculation, the greatest
amount of aggregate Bond Service Requirements for all outstanding Bonds for the then current or
any future Bond Year. See "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE
RESOLUTION" attached hereto.
Moneys in the Reserve Account shall be used only for the purpose of paying principal and
interest on the Bonds when moneys in the Sinking Fund are insufficient therefore. Any moneys
withdrawn from the Reserve Account must be restored from the first Pledged Revenues available
therefore after all required payments have been made for the payment of debt service on the Bonds
on the next payment date.
The Maximum Bond Service Requirement will be satisfied in whole by the deposit of a
reserve account insurance policy. See "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF
THE RESOLUTION" attached hereto. See "RESERVE ACCOUNT INSURANCE POLICY" herein
for a description of the reserve account insurance policy which will be on deposit in the Reserve
Account following the issuance of the Series 2001 Bonds. Any amounts currently on deposit in the
Reserve Account which are freed up as a result of the purchase of the Reserve Account Insurance
Policy will be used to pay [all or a portion] of the Prior Notes and the Bank Notes.
Disposition of Sales Tax Revenues
Pursuant to the Resolution, the County promptly deposits upon receipt from the State the
Sales Tax Revenues into the Sales Tax Fund on or before the fifteenth day of each month, in the
following manner and in the following order of priority:
(1) The County shall deposit in the Interest Account the sum which, together with
Investment Earnings and with moneys therein not theretofore allocated to supplement any previous
monthly deposit, will be sufficient to pay one-sixth (1/6) of all interest becoming due on the Bonds on
the next semi-annual interest payment date. Moneys in the Interest Account shall be used to pay
interest on the Bonds as and when the same shall become due, and for no other purpose. All such
payments, as provided above, shall include an amount sufficient to pay the fees and charges of the
Registrars and the Paying Agents. Such monthly payments shall be increased or decreased
proportionately to the extent required to pay interest becoming due each Bond Year, after making
allowance for the amounts of money, if any, which will be deposited in the Interest Account out of
proceeds from the sale of the Bonds, or which will be on deposit therein from other sources.
(2) On a parity with the deposits under paragraph (1) above the County shah next
deposit in the Principal Account the sum which, together with Investment Earnings and with
moneys therein not theretofore allocated to supplement any previous monthly deposit, will be
sufficient to pay one-tweffth (1/12) of all principal maturing on the Bonds which are serial bonds on
the next maturity date. Moneys in the Principal Account shall be used to pay the principal of the
Bonds as and when the same shall mature, and for no other purpose. Such monthly payments shall
be increased or decreased proportionately to the extent required to pay principal becoming due each
Bond Year, after making allowance for the amounts of money, if any, which will be on deposit in the
Principal Account.
10
(3) On a parity with the deposits under paragraphs (1) and (2) above, the County shall
next deposit into the Bond Amortization Account, ff and to the extent required, the sum which,
together with Investment Earnings and with moneys therein not theretofore allocated to supplement
any previous monthly deposit, will be sufficient to pay one-twelfth (1/12) of the redemption premium,
if any, on such Amortization Installment. Moneys in such Bond Amortization Account shall be used
to purchase or redeem Bonds which are term bonds in the manner provided in the Resolution, and
for no other purpose.
(4) The County shall next deposit into the Reserve Account a sum sufficient to maintain
therein an amount equal to the Maximum Bond Service Requirement. Any withdrawals from the
Reserve Account shall be subsequently restored from the first Pledged Revenues available after all
required current payments for the Principal Account, the Interest Account and the Bond
Amortization Account, including all deficiencies for prior payments, have been made in full. Moneys
in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or
interest or Amortization Installments on the Bonds when the other moneys in the Sinking Fund are
insufficient therefor, and for no other purpose. However, whenever the moneys on deposit in the
Reserve Account exceed the Maximum Bond Service Requirement, such excess may be withdrawn
and deposited into the Principal Account, the Interest Account or the Bond Amortization Account, at
the discretion of the County.
Upon the issuance of any Additional Parity Bonds under the terms, limitations and
conditions as provided in the Resolution, the County shall increase the sum required to be
accumulated and maintained on deposit in the Reserve Account to be at least equal to the Maximum
Bond Service Requirement on all outstanding Bonds and on the Additional Parity Bonds becoming
due in any ensuing Bond Year. Such required sum may be paid in full or in part from the proceeds of
such Additional Parity Bonds or may be accumulated in equal monthly payments in the Reserve
Account over a period of years, not to exceed thirty-six months, from the date of delivery of the
issuance of Additional Parity Bonds, as determined by the Supplemental Resolution. In the event
moneys in the Reserve Account are accumulated as provided above, (a) the amount in said Reserve
Account on the date of delivery of the Additional Parity Bonds shall not be less than the Maximum
Bond Service Requirement on all Bonds outstanding on such date and (b) the incremental difference
between the Maximum Bond Service Requirement on all Bonds outstanding on the date of dehvery of
the Additional Parity Bonds and the Maximum Bond Service Requirement on all such Bonds and the
Additional Parity Bonds shall be fifty percent funded upon delivery of the Additional Parity Bonds.
(5) Moneys held for the credit of the Bond Amortization Account shall be applied to the
retirement of the Term Bonds as follows:
(a) Subject to the provisions of subparagraph (b) below, the County shall endeavor to
purchase or redeem Term Bonds then outstanding, at the most advantageous price obtainable with
reasonable diligence, such price not to exceed the principal of such Term Bonds plus the amount of
the redemption premium, if any, which would be payable on the next redemption date to the Holders
of such Term Bonds ff such Term Bonds should be called for redemption on such date from moneys in
the Bond Amortization Account. The County shall pay the interest accrued on such Term Bonds to
the date of redemption or purchase thereof from the Interest Account and the purchase price from
the Bond Amortization Account, but no such purchase shall be made by the County within the period
of forty-five (45) days immediately preceding any interest payment date on which such Term Bonds
are subject to call for redemption except from moneys in excess of the amounts set aside or deposited
for the redemption of Term Bonds. As soon as practicable after the 45th day preceding the due date
of any such Amortization Installment, the County shall proceed to call for redemption on such due
date, by giving notice as provided in the Resolution, Term Bonds of the Series and maturity for
which such Amortization Installment was established (except in the case of Term Bonds maturing on
11
an Amortization Installment date) in such amount as shall be necessary to complete the retirement
of the unsatisfied balance of such Amortization Installment.
(b) Moneys in the Bond Amortization Account shall be applied by the County in each
Bond Year to the retirement of the Term Bonds of each Series to the extent of the Amortization
Installment, if any, for such Bond Year for the Term Bonds of each such Series then outstanding,
plus the applicable redemption premium, and, if the amount available in such Bond Year shall not
be sufficient therefor, then in proportion to the Amortization Installment, ff any, for such Bond Year
for the Term Bonds of each such Series then outstanding, plus the applicable redemption premium.
(6) The balance of any Sales Tax Revenues remaining in the Sales Tax Fund after the
above required payments have been made may be transferred to the General Fund of the County and
be used for any lawful purpose.
(7) The County shall not be required to make any further deposits to any account in the
Sinking Fund when the aggregate of the sums deposited in the several accounts in the Sinking Fund
equals or exceeds the aggregate principal amount of all Bonds then outstanding and interest then
accrued thereon and which shall thereafter accrue thereon to the maturity thereof.
Additional Parity Bonds
The County may issue additional bonds ("Additional Parity Bonds") from time to time on a
parity with the Series 2001 Bonds, the Outstanding 1992 Bonds and the Outstanding 1994 Bonds
subject to certain restrictive conditions set forth in the Resolution. Additional Parity Bonds shall
only be issued by the County for the construction and acquisition or completion of additional
improvements and facilities of the County or refunding the Bonds (in whole or in part) or obhgations
which are subordinate thereto. Among other conditions, prior to the issuance of Additional Parity
Bonds there shall be filed with the County a certificate of an independent certified public accountant
(i) stating that the books and records of the County relating to the collection and receipt of Sales Tax
Revenues have been audited by said accountant; (ii) setting forth the amount of Sales Tax Revenues
received by the County for any 12 consecutive month period within the 18 consecutive months
immediately preceding the date of delivery of such Additional Parity Bonds with respect to which
such certification is made; (iii) stating that Sales Tax Revenues received by the County for such 12
month period equal at least 1.35 times the Maximum Bond Service Requirement on all Bonds then
outstanding and the Additional Parity Bonds with respect to which such certification is made. See
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION - Issuance of
Additional PariW Bonds."
Subordinated Indebtedness
The County may at any time or from time to time issue evidences of indebtedness which are
not Additional Parity Bonds payable in whole or in part out of the Pledged Revenues and which may
be secured by a pledge of the Pledged Revenues; provided, however, that such pledge shall be, and
shall contain an express statement that such obligations are junior and subordinate in all respects to
the Bonds as to lien on and source and security for payment from the Pledged Revenues.
Books and Records
The County wilt keep books and records of the receipt of the Sales Tax Revenues in
accordance with generally accepted accounting principles, and the Holders of Bonds shall have the
right at all reasonable times to inspect the records, accounts and data of the County relating thereto.
12
Collection of Sales Tax Revenues; No Impairment
The County covenants to do all things necessary as required by the Act to maintain the levy
and the collection of the Sales Tax Revenues.
The pledging of the Pledged Revenues in the manner provided in the Resolution shall not be
subject to repeal, modification or impairment by any subsequent ordinance, resolution or other
proceedings of the Board.
Investments
The Construction Fund, the Sales Tax Fund, the Principal Account, the Interest Account, the
Reserve Account, the Bond Amortization Account and any other special funds or accounts
established in the Resolution and created shall constitute trust funds for the purposes provided in
the Resolution for such funds or accounts. All such funds and accounts shall be continuously secured
in the manner by which the deposit of public funds are authorized to be secured by the Laws of the
State of Florida. Moneys on deposit in the Construction Fund, the Sales Tax Fund and the Sinking
Fund, except for the Reserve Account, may be invested and reinvested, to the extent lawful, in
Authorized Investments maturing not later than the date on which the moneys therein will be
needed. Moneys on deposit in the Reserve Account may be invested and reinvested only in such
obligations described in clauses (1) through (4) of the definition of Authorized Investments in the
Resolution, provided they mature no later than five (5) years from the date of investment. See
APPENDIX C -- SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" attached hereto.
Prior to the date of completion of the Project, as certified by the County Representative pursuant to
the Resolution, any and all income received by the County from the investment of moneys in the
Construction Fund shall be retained in the Construction Fund, except as otherwise provided in the
Resolution. After such date of completion of the Project, any and all income received by the County
from the investment of moneys in any account or fund created pursuant to the Resolution, except the
Reserve Account (to the extent the amount therein is greater than the Maximum Bond Service
Requirement), shall be retained in such respective fund or account. Any and all income received by
the County from the investment of moneys in the Reserve Account (to the extent the amount therein
is greater than the Maximum Bond Service Requirement) shall be deposited in such account of the
Sinking Fund as shall be determined by the County.
Amendment of Resolution without Consent of Bondholders;
Control by Insurer in Case of Event of Default
The County may enact one or more Supplemental Resolutions amending certain parts of the
Resolution with the written consent of the Insurer and the acknowledgment by said Insurer in heu of
Bondholder consent relating to Bonds for which such Insurer has issued a Bond Insurance Pohcy as
long as such Insurer has not failed to honor its payment obligations thereunder. Upon filing with
the Clerk of evidence of such consent of the Insurer, the County may adopt such Supplemental
Resolution. After the adoption by the County of such Supplemental Resolution, notice thereof shall
be marled in the same manner as notice of an amendment under the Resolution.
Upon the occurrence and continuance of an Event of Default, the Insurer, if such Insurer
shall not have defaulted under its Bond Insurance Policy, shall be considered to be the Holder of all
Bonds to which its Bond Insurance Policy relates (except for purposes of receipt of notices), and shall
be entitled to direct and control the enforcement of all rights and remedies with respect to such
Bonds, including, with limitation, any waiver of an Event of Default.
13
SALES TAX REVENUES
General
The State of Florida levies and collects a sales tax on, among other things, the sales price of
each item or article of tangible personal property sold at retail in the State of Florida, subject to
certain exceptions and dealer allowances. In 1982, the Florida legislature created the Local
Government Half-Cent Sales Tax Program (the "Half-Cent Sales Tax Program") which distributes a
portion of the sales tax revenue and money from the State's General Revenue Fund to counties and
municipalities that meet strict eligibility requirements. In 1982, when the Half-Cent Sales Tax
Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and
one-half of the fifth cent was devoted to the Half-Cent Sales Tax Program, thus giving rise to the
name "Half-Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half-
Cent Sales Tax Program is no longer one-half cent on every dollar of the sales price of an item
subject to sales tax, the name "Half-Cent Sales Tax" has continued to be utilized.
Since 1993, the proportion of sales tax revenues deposited in the Local Government Half.
Cent Sales Tax Trust Fund in the State Treasury (the "Trust Fund") has been constant at 9.653% of
all state sales tax. Therefore, 9.653% of the entire sales tax remitted to the State of Florida by each
sales tax dealer located within a particular county (the "Half-Cent Sales Tax Revenues") is deposited
in the Trust Fund and is earmarked for distribution to the governing body of such county and each
participating municipality within that county pursuant to a distribution formula. The Half-Cent
Sales Tax Revenues are distributed from the Trust Fund on a monthly basis to participating units of
local government in accordance with Part VI, Chapter 218, Florida Statutes (the "Sales Tax Act").
The general rate of sales tax in the State is currently 6%, and therefore, for every dollar of taxable
sales price of an item, approximately 0.584 cents is deposited into the Trust Fund.
Eligibility
To be ehgible to participate in the Half-Cent Sales Tax Program, each municipality and
county is required to have:
(i)
reported its finances for its most recently completed fiscal year to the State
Department of Banking and Finance as required by Florida law;
(ii)
made provisions for annual post audits of financial accounts in accordance with
provisions of law;
(iii)
levied, as shown on its most recent financial report, ad valorem taxes, exclusive of
taxes levied for debt service or other special millages authorized by the voters, to
produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon
1973 taxable values or, in order to produce revenue equivalent to that which would
otherwise be produced by such 3 mill ad valorem tax, to have collected an
occupational license tax, utility tax, or ad valorem tax, or any combination of those
three sources;
(iv)
certified that persons in its employ as law enforcement officers meet certain
qualifications for employment, and receive certain compensation;
(v)
certified that person in its employ as firefighters meet certain employment
qualifications and are eligible for certain compensation;
14
(vi)
certified that each dependent special district that is budgeted separately £rom the
general budget of such county or municipality has met the provisions for annual post
audit of its financial accounts in accordance with law; and
(vii)
certified to Department of Revenue that it has complied with certain procedures
regarding the establishment of the ad valorem tax millage of the county or
municipality as required by law.
Although the Sales Tax Act does not impose any limitation on the number of years during
which a county' or municipality may receive distributions of the Half-Cent Sales Tax Revenues from
the Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing
additional requirements of eligibility for counties and municipalities participating in the Half-Cent
Sales Tax Revenues, or the distribution formula in Section 218.62, Florida Statutes may be revised.
To be eligible to participate in the Trust Fund in future years, the County must comply with the
financial reporting and other requirements of the Sales Tax Act. Otherwise, the County would lose
its Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by
the State Department of Revenue. Pursuant to the Resolution, the County has covenanted to take
all action necessary or required to continue to entitle the County to receive its portion of the Half-
Cent Sales Tax Revenues (i.e., the Sales Tax Revenues) in the maximum amount provided by law
and will take no action which will impair or adversely affect its receipt of Sales Tax Revenues. The
County has always maintained eligibility to receive the Sales Tax Revenues.
Distribution
Half-Cent Sales Tax Revenues collected within a county are distributed among such county
and the eligible municipalities therein in accordance with the following formula:
County's Share
(percentage of
total Sales
Tax Revenues)
unincorporated county
population +
total county
population
2/3 incorporated
area population
2/3 incorporated
area population
Municipal Share
(percentage of
total Sales
Tax Revenues)
total county
population
municipality population
2/3 incorporated
+ area population
[Remainder of page intentionally left blank]
15
Distribution Percentages
Below are the approximate distribution percentages for the County and for the three
municipalities within the County (the City of Naples, the City of Marco Island and the City of
Everglades City) for the past five years:
State
Fiscal Year
Percentage of
Half-Cent Sales
Tax Distribution
to Collier County
Percentage of Half-Cent
Sales Tax Distribution
to Municipalities within
Collier CounW
1996 89.21% 10.79%
1997 89.43 10.57
1998 85.38 (1) 14.62 (1)
1999 84.86 15.14
2000 85.34 14.66
(1) The decrease in distribution to the County in 1998 was a result of the incorporation of the
City of Marco Island in 1997.
Source: State of Florida, Department of Revenue
"Sales Tax Revenues" is defined in the Resolution to mean the proceeds of the local
government half-cent sales tax, as defined and described in, and distributed to the County under
Part VI, Chapter 218, Florida Statutes.
Historical Receipts of Sales Tax Revenues by the County
Fiscal Year
Ended September 30 Sales Tax Revenues(i) Percentage Change
1996 $16,031,151
1997 18,086,688 12.82%
1998 18,917,988 4.60
1999 20,973,389 10.86
2000 23,715,339 13.07
(1)
The Sales Tax Revenues of the County for the Fiscal Year ended September 30, 2001 are
$25,794,562, which is an increase of 8.77% compared to the Sales Tax Revenues received by
the County in the prior Fiscal Year. The County's financial statements for such Fiscal Year
have not yet been subjected to an independent audit.
Source: Collier County Finance Director.
[Remainder of page intentionally left blank]
16
Bond Year
Ended
October i
2OO2
2003
2004
2005
2006
Pro-Forma Debt Service Coverage
Pro-Forma
Fiscal Debt
Annual Year 2000 Sales Service
Debt Service(" Tax Revenues Coverage
$7,104,009 $23,715,339 3.34x
8,230,371 23,715,339 2.88x
8,232,478 23,715,339 2.88x
8,235,794 23,715,339 2.88x
8,230,742 23,715,339 2.88x
(1)
Includes actual debt service on the Outstanding 1992 Bonds and the Outstanding 1994
Bonds and the estimated debt service on the Series 2001 Bonds provided by the County's
Financial Advisor assuming approximately level annual debt service, based on an estimated
issue size of $53,940,000, a true interest cost rate of 4.55%, and a final maturity date of
October 1, 2021.
The amount of Half-Cent Sales Tax Revenues distributed to the County is subject to increase
or decrease due to (i) increases or decreases in the do]Jar volume of taxable sales within the County,
(ii) legislative changes relating to the sales tax, which may include changes in the scope of taxable
sales, changes in the tax rate and changes in the amount of sales tax revenue deposited into the
Trust Fund, (iii) changes in the relative population of unincorporated Collier County and the
municipalities in Collier County, which affect the percentage of Half-Cent Sales Tax Revenues
distributed to the County, and (iv) other factors which may be beyond the control of the County or
the Series 2001 Bondholders, including but not limited to the potential for increased use of electronic
commerce and other internet-related sales activity that could have a material adverse impact upon
the amount of sales tax collected by the State of Florida and then distributed to the County.
Prior to September 11, 2001, the United States was experiencing an economic slowdown. As
a result of the terrorist attacks on that date, various segments of the economy in the United States
and this region have been disrupted, including, in particular, the tourism industry. The short and
long term effect of these conditions and subsequent events could have a material effect on the level of
Sales Tax Revenues which could differ significantly from historical receipts performance reflected
above. At this time, the full extent of any such disruption and its effect upon the financial condition
and operations of the County, in general, and the Sales Tax Revenues, in particular, cannot be
predicted with any accuracy.
When adopting its budget on September 19, 2001, the County reduced budgeted Sales Tax
Revenues by $1,281,600 following reports of reductions in statewide tourism in the aftermath of the
events of September 11, 2001. The Sales Tax Revenues included in the adopted budget were
$26,210,100, which figure represents 95 percent of the County's reasonably anticipated projected
Sales Tax Revenues of $27,589,600. On October 23, 2001, taking into account the events of
September 11, 2001, the State Department of Revenue issued revised projections for sales tax
revenues for fiscal year 2002 for each county in the State of Florida. In particular, the revised
projections for the County estimated a decrease of 5.4 percent in Sales Tax Revenues for fiscal year
2002. Because the County had previously budgeted for a decrease in Sales Tax Revenues, the
County's adopted budget Sales Tax Revenues of $26,210,120 are within one half of one percent of the
revised projections for Sales Tax Revenues from the State Department of Revenue for the County for
fiscal year 2002 of $26,064,661. The County is currently evaluating options to reduce its
expenditures in Fiscal Year 2002 and beyond to accommodate any future reductions in Sales Tax
17
Revenues. In any event, the decrease in the Sales Tax Revenues will not impact the ability of the
County to pay principal and interest on the Bonds.
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 2001 Bonds:
SOURCES:
Principal Amount of Series 2001 Bonds
Other Legally Available Moneys
Less Net Original Issue Discount
TOTAL SOURCES
USES:
Refund Prior Notes [and Bank Notes]
Deposit to Construction Fund
Costs of Issuance("
TOTALUSES $
(I)
Includes municipal bond insurance premium, reserve account insurance policy premium and
Underwriters' discount, financial advisory and legal fees and expenses, and miscellaneous
costs of issuance.
[Remainder of page intentionally left blank]
18
DEBT SERVICE SCHEDULE
Bond Year
Ended 10/1
Principal
Series 2001 Bonds
Interest
$
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Annual
Debt Service
Outstanding 1992
Bonds and Outstanding
1994 Bonds
Annual Debt Service
TOTALS $
Combined
Annual
Debt Service
$ $ $ $
$ $ $ $
[Remainder of page intentionally left blank]
19
MUNICIPAL BOND INSURANCE
The following information under this heading has been furnished by Financial Guaranty
Insurance Company (the "Insurer") for use in this Official Statement.
Concurrently with the issuance of the Series 2001 Bonds, the Insurer will issue a municipal
bond insurance policy (the "Bond Insurance Policy"), the form of which is attached hereto as
"APPENDIX D - FORM OF BOND INSURANCE POLICY." The Bond Insurance Policy
unconditionally guarantees the payment of that portion of the principal of and interest on the Series
2001 Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by the
County. The Insurer will make such payments to State Street Bank and Trust Company, N.A., or its
successor as its agent (the "Fiscal Agent"), on the later of the date on which such principal and
interest is due or on the business day next following the day on which the Insurer shall have
received telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by
registered or certified mail, from an owner of Series 2001 Bonds or the Paying Agent of the
nonpayment of such amount by the County. The Fiscal Agent will disburse such amount due on any
Series 2001 Bond to its owner upon receipt by the Fiscal Agent of evidence satisfactory to the Fiscal
Agent of the owner's right to receive payment of the principal and interest due for payment and
evidence, including any appropriate instruments of assignment, that all of such owner's rights to
payment of such principal and interest shall be vested in the Insurer. The term "nonpayment" in
respect of a Series 2001 Bond includes any payment of principal or interest made to an owner of a
Series 2001 Bond which has been recovered from such owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a
court having competent jurisdiction.
The Bond Insurance Policy is non-cancellable and the premium will be fully paid at the time
of delivery of the Series 2001 Bonds. The Bond Insurance Policy covers failure to pay principal of the
Series 2001 Bonds on their respective stated maturity dates or dates on which the same shall have
been duly called for mandatory sinking fund redemption, and not on any other date on which the
Series 2001 Bonds may have been otherwise called for redemption, accelerated or advanced in
maturity, and covers the failure to pay an installment of interest on the stated date for its payment.
Generally, in connection with its insurance of an issue of municipal securities, the Insurer
requires, among other things, (i) that it be granted the power to exercise any rights granted to the
holders of such securities upon the occurrence of an event of default, without the consent of such
holders, and that such holders may not exercise such rights without the Insurer's consent, in each
case so long as the Insurer has not failed to comply with its payment obligations under its insurance
policy; and (ii) that any amendment or supplement to or other modification of the principal legal
documents be subject to the Insurer's consent. The specific rights, if any, granted to the Insurer in
connection with its insurance of the Series 2001 Bonds are set forth in the description of the
principal legal documents appearing elsewhere in this Official Statement. Reference should be made
as well to such description for a discussion of the circumstances, ff any, under which the County is
required to provide additional or substitute credit enhancement, and related matters.
This Official Statement contains a section regarding the ratings assigned to the Series 2001
Bonds and reference should be made to such section for a discussion of such ratings and the basis for
their assignment to the Series 2001 Bonds. Reference should be made to the description of the
County for a discussion of the ratings, if any, assigned to such entity's outstanding parity debt that is
not secured by credit enhancement. See "RATINGS" herein.
The Bond Insurance Policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law or by the Florida Insurance Guaranty
Association (Florida Insurance Code, §§ 631.50 et seq.).
20
The Insurer is a wholly-owned subsidiary of FGIC Corporation (the "Corporation"), a
Delaware holding company. The Corporation is a subsidiary of General Electric Capital Corporation
("GE Capital"). Neither the Corporation nor GE Capital is obligated to pay the debts of or the claims
against the Insurer. The Insurer is a monoline financial guaranty insurer domiciled in the State of
New York and subject to regulation by the State of New York Insurance Department. As of June 30,
2001, the total capital and surplus of the Insurer was approximately $1.181 billion. The Insurer
prepares financial statements on the basis of both statutory accounting principles and generally
accepted accounting principles. Copies of such financial statements may be obtained by writing to
the Insurer at 125 Park Avenue, New York, New York 10017, Attention: Communications
Department (telephone number: 212-312-3000) or to the New York State Insurance Department at
25 Beaver Street, New York, New York 10004-2319, Attention: Financial Condition
Property/Casualty Bureau (telephone number: 212-480-5187).
THE INFORMATION RELATING TO THE INSURER CONTAINED ABOVE HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE COUNTY OR THE
UNDERWRITERS AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION
SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE COUNTY NOR THE
UNDERWRITERS 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.
RESERVE ACCOUNT INSURANCE POLICY
Concurrently with the issuance of the Series 2001 Bonds, the Insurer will issue its
Municipal Bond Debt Service Reserve Account Insurance Policy (the "Reserve Account Insurance
Policy") for deposit into the Reserve Account. A general description of the Insurer's financial
condition is contained under the heading "MUNICIPAL BOND INSURANCE" herein. A form of the
Reserve Account Insurance Policy is attached hereto as "APPENDIX E - FORM OF RESERVE
ACCOUNT INSURANCE POLICY." The following information under this heading has been
furnished by the Insurer for use in this Official Statement.
The Reserve Account Insurance Policy unconditionally guarantees the payment of that
portion of the principal of and interest on the Bonds which has become due for payment, but shall be
unpaid by reason of nonpayment by the County; provided that the aggregate amount paid under the
Reserve Account Insurance Policy may not exceed the maximum amount set forth in the Reserve
Account Insurance Policy ($ ). The Insurer will make such payments to the Paying Agents for
the Bonds on the later of the date on which such principal and interest is due or on the business day
next following the day on which the Insurer shall have received telephonic or telegraphic notice
subsequently confirmed in writing or written notice by registered or certified mail from the Paying
Agent of the nonpayment of such amount by the County. The term "nonpayment" in respect of a
Bond includes any payment of principal or interest made to an owner of a Bond which has been
recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with a final nonappea]able order of a court having competent jurisdiction.
The Reserve Account Insurance Policy is non-cancellable and the premium will be fully paid
at the time of delivery of the Series 2001 Bonds. The Reserve Account Insurance Policy covers
failure to pay principal of the Bonds on their respective stated maturity dates, or dates on which the
same shall have been called for mandatory sinking fund redemption, and not on any other date on
which the Bonds may have been accelerated, and covers the failure to pay an installment of interest
on the stated date for its payment. The Reserve Account Insurance Policy shall terminate on the
21
earlier of the scheduled final maturity date of the Bonds or the date on which no Bonds are
outstanding under the Resolution.
Generally, in connection with its issuance of a Reserve Account Insurance Policy, the Insurer
requires, among other things, (i) that, so long as it has not failed to comply with its payment
obhgations under the Reserve Account Insurance Policy, it be granted the power to exercise any
remedies available at law or under the authorizing document other than (A) acceleration of the
Bonds or (B) remedies which would adversely affect holders in the event that the County fails to
reimburse the Insurer for any draws on the Reserve Account Insurance Pohcy; and (ii) that any
amendment or supplement to or other modification of the principal legal documents be subject to the
Insurer's consent. The specific rights, ff any, granted to the Insurer in connection with its issuance
of the Reserve Account Insurance Policy are set forth in the Resolution. Reference should be made to
the Resolution for a discussion of the circumstances, if any, under which the County is required to
provide additional or substitute credit enhancement, and related matters.
The Reserve Account Insurance Policy is not covered by the Property/Casualty Insurance
Security Fund specified in Article 76 of the New York Insurance Law or by the Florida Insurance
Guaranty Association (Florida Insurance Code, §§ 631.50 et seq.).
THE INFORMATION RELATING TO THE INSURER CONTAINED ABOVE HAS BEEN
FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE COUNTY OR THE
UNDERWRITERS AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT
THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION
SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE COUNTY NOR THE
UNDERWRITERS HAS MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF
THE INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER
TO MEET ITS OBLIGATIONS UNDER THE RESERVE ACCOUNT INSURANCE POLICY.
INVESTMENT POLICY
The moneys held in the funds and accounts under the Resolution may only be invested in
Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently
governed by the provisions of the County's Ordinance No. 87-65 and Resolution No. 95-552 which
authorize investments for surplus public funds in the permitted investments described in Section
218.415, Florida Statutes.
Pursuant to Resolution No. 95-552, the Clerk of the Circuit Court (the "Clerk") has
established a written investment policy for the such surplus funds. The investment policy establishes
guidelines as to the type, maturity, composition and risk relating to the County's investment
portfolio.
Permitted investments pursuant to such investment policy include the following:
o
Florida Local Government Surplus Trust Fund (State Board of Administration
("SBA"));
US Government Securities - Direct Obligations;
US Federal Agencies - Backed by Full Faith and Credit of US Government;
US Federal Instrumentalities - US Federal Agency Securities Not Backed by Full
Faith and Credit of US Government, except for Student Loan Marketing Association;
Certificates of Deposit - Collateralized with US Government Securities or Federal
Agencies;
Repurchase Agreements;
22
9~
10.
11.
'13.
:m-m
Fixed Income Mutual Funds - Collateralized with US Government Securities or
Federal Agencies;
Domestic Bankers Acceptances - Rated "AA" or higher, and inventory based;
Prime Commercial Paper - Rated "A-I" and "P-l," and backed by a letter of credit
rated "AA" or higher;
Tax-Exempt Obligations - Rated "AA" or higher and issued by state or local
governments;
Now Account - Fully collateralized in accordance with Chapter 280, Florida Statutes
(limited to Depository Bank/Concentration Bank);
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
Mortgage Securities (CMOs) only ff 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:
Interest only strips of mortgaged backed securities;
Leveraged bonds;
Structured notes or financings other than mortgage securities that meet the
provisions of the investment pohcy (permit callable and step up coupons);
Variable rate securities that set a rate based on an inverse relationship to an index;
and
Variable rate debt that sets a rate based on more than a single index.
The County continues to hold various U.S. Government agency securities, including Federal
Home Loan Mortgage Corporation and Federal National Mortgage Association collateralized
mortgage obligations that were purchased in 1993. At September 30, 2001, the fair market value of
these investments was approximately $5.9 million, which is 1% above cost.
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 habilities) to the
extent possible. Investment of funds shall have final maturities of not more than five (5) years,
except for:
2.
3.
4.
5.
6.
SBA - no stated final maturity;
Certificates of Deposit - 1 Year;
Repurchase Agreements - 90 Days;
Bankers Acceptances - 120 Days;
Prime Commercial Paper - 120 Days;
Fixed Income Mutual Funds - no stated final maturity. However, underlying US
Government Securities and Federal Agencies have average maturity of 1 year;
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
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.
23
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 pohcy from time to time.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Series 2001 Bonds are subject to
an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel,
whose approving opinion (a form of which is attached hereto as "APPENDIX F - PROPOSED FORM
OF BOND COUNSEL OPINION") will be available at the time of delivery of the Series 2001 Bonds.
Certain legal matters will be passed on for the County by David C. Weigel, Esq., County Attorney,
and Bryant, Miller and Olive, P.A., Tampa, Florida, Disclosure Counsel.
Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy,
completeness or sufficiency of this Official Statement or any other offering material relating to the
Series 2001 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriters
of the Series 2001 Bonds (upon which opinion only the Underwriters may rely) relating to the
fairness of the presentation of certain statements contained herein under the heading "TAX
EXEMPTION" and certain statements which summarize provisions of the Resolution, the Series
2001 Bonds, and federal tax law, and (2) the compliance with any federal or state law with regard to
the sale or distribution of the Series 2001 Bonds.
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
2001 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or
delivery, or the adoption of the Resolution, or the pledge of the Pledged Revenues. Neither the
creation, organization or existence, nor the title of the present members of the Board, or other
officers of the County is being contested.
The County and five individual County Commissioners are defendants in a lawsuit filed on
June 21, 2001, by Aquaport, L.C., a Florida limited hability company, Norman C. Burke and James
Allen in the United States District Court for the Middle District of Florida in a case styled Aquaport,
L.C., et al. v. Collier County, et al., Case No. 2:01-CV-341-FTM-29DNF. The suit seeks both
equitable and monetary relief and arises from the County's decision on May 22, 2001 to revoke the
site development plan and building permit previously issued to Aquaport, L.C., for a 10 story, 68
unit hotel. The County and the five individual County Commissioners responded to the initial
complaint with a motion to dismiss. Thereafter, the plaintiffs filed a first amended complaint and
the County and the five individual County Commissioners have again moved to dismiss that
complaint. The first amended complaint asserts claims under 42 U.S.C. § 1983 against the County
Commissioners individually and against the County for alleged deprivations of procedural and
substantive due process in connection with the revocation of the site development plan and building
permit. In addition, Aquaport, L.C., has sued for equitable estoppel, claiming that it had vested
rights in the building permit and the right to construct the hotel building in accordance with the
previously approved site development plan. Aquaport, L.C., also seeks a declaratory judgment as to
whether it is necessary for it to file a petition for certiorari and, in the alternative, relief for a
24
petition for writ of certiorari. Aquaport, L.C., claims that it has damages for a loss of commitment to
lease the proposed hotel at a profit of $1,000,000 per year and claims other damages in the form of
increased construction costs and additional financing charges and other carrying costs including
interest. Although no exact damage amount is set forth in the first amended complaint, it is the
County's understanding that Aquaport, L.C., is claiming in excess of $10,000,000 in damages, with
most of those damages being based upon alleged lost profits from the alleged commitment to lease
the proposed hotel. Finally, Mr. Burke and Mr. Allen are claiming an unspecified amount of
emotional distress damages and the plaintiffs are also claiming attorneys' fees. The County denies
liability in this case. The County also denies that the plaintiffs are entitled to the relief they demand.
At this time, however, the County is unable to predict whether the plaintiffs will be successful in this
action, and ff plaintiffs are successful, the County is unable to predict how its potential liability, if
any, might effect the financial condition of the County. However, whether or not the plaintiffs are
successful, any potential liability will not affect the County's ability to repay the principal and
interest on the Series 2001 Bonds.
The County experiences other claims, litigation, and various legal proceedings which
individually are not expected to have a material adverse effect on the operations or financial
condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion
of the County Attorney, however, except for the htigation described in the preceding paragraph, 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.
[We understand that both federal and state yield burning class actions have been
settled in substance. We need to understand and potentially disclose any remaining
procedural requirements.]
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 and has not been in default on any bond issued
since December 31, 1975 which would be considered material by a reasonable investor.
TAX EXEMPTION
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX F -
PROPOSED FORM OF BOND COUNSEL OPINION" attached hereto, the interest on the Series
2001 Bonds is excludable from gross income and is not a specific item of tax preference for federal
income tax purposes under existing statutes, regulations, rulings and court decisions. However,
interest on the Series 2001 Bonds is taken into account in determining adjusted current earnings for
purposes of computing the 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 2001 Bonds with certain requirements of the Code,
25
regarding the use, expenditure and investment of Series 2001 Bonds proceeds and the timely
payment of certain investment earnings to the Treasury of the United States, may cause interest on
the Series 2001 Bonds to become includable in gross income for federal income tax purposes
retroactive to theft 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 2001 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 2001 Bonds, including,
among other things, restrictions relating to the use or investment of the proceeds of the Series 2001
Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2001
Bonds to the Treasury of the United States. Noncompliance with such provisions may result in
interest on the Series 2001 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 2001 Bonds. Prospective purchasers of Series 2001 Bonds should be aware
that the ownership of Series 2001 Bonds may result in other collateral federal tax consequences. For
example, ownership of the Series 2001 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 2001
Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2001 Bonds in
passive income for certain Subchapter S corporations. In addition, the interest on the Series 2001
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 2001 BONDS AND
THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL
TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS,
INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES REFERRED TO ABOVE.
PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR
INFORMATION IN THAT REGARD.
Florida Taxes
In the opinion of Bond Counsel, the Series 2001 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 2001 Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions. Purchasers of the Series 2001 Bonds should
consult their own tax advisors as to the income tax status of interest on the Series 2001 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 2001 Bonds. In some cases, these proposals have contained
26
10B
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 2001 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 2001 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 2001 Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of
the Series 2001 Bonds maturing __ through , inclusive and on __ (collectively the "Discount
Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons
or organizations acting in the capacity of Underwriters or wholesalers) at which price a substantial
amount of such Discount Bonds of the same maturity was sold constitutes original issue discount
which is excludable from gross income for federal income tax purposes to the same extent as interest
on the Series 2001 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 2001 Bonds maturing on __
through ., inclusive and on __ (collectively, the "Premium Bonds") and the initial offering price
to the public (excluding bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds
of the same maturity was sold constitutes to an initial purchaser amortizable bond premium which is
not deductible from gross income for Federal income tax purposes. The amount of amortizable bond
premium for a taxable year is determined actuarially on a constant interest rate basis over the term
of each Premium Bond. 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
Standard & Poors Ratings Group ("S&P") and Moody's Investor's Service, Inc. ("Moody's")
have assigned their municipal bond ratings of "AAA" and "Aaa," respectively, to the Series 2001
Bonds with the understanding that upon dehvery of the Series 2001 Bonds, the Bond Insurance
Policy will be issued by the Insurer. In addition, S&P and Moody's have assigned underlying ratings
of "AA-" and "Al," respectively, without giving any regard to such Bond Insurance Policy. The
ratings reflect only the views of said rating agencies and an explanation of the ratings may be
obtained only from said rating agencies. There is no assurance that such ratings will continue for
any given period of time or that they will not be lowered or withdrawn entirely by the rating
27
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 2001
Bonds.
FINANCIAL ADVISOR
The County has retained William R. Hough & Co., Naples, Florida, as Financial Advisor in
connection with the County's financing plans and with respect to the authorization and issuance of
the Series 2001 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 2001 Bonds. The Financial Advisor may receive a fee
for bidding investments for certain proceeds of the Series 2001 Bonds.
AUDITED FINANCIAL STATEMENTS
The General Purpose Financial Statements of the County for the fiscal year ending
September 30, 2000, and report thereon of KPMG LLP (the "Independent Certified Public
Accountant") are attached hereto as "APPENDIX B - AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2000." Such statements speak only as of September 30,
2000. The Independent Certified Public Accountants have consented to the use thereof herein and
have performed various procedures relating to the provision of such consent.
The Series 2001 Bonds are payable solely from the Pledged Revenues as described in the
Resolution and herein and the Series 2001 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 2001 Bonds are being purchased by Salomon Smith Barney Inc., A.G. Edwards &
Sons, Inc., and Raymond James & Associates, Inc. (collectively, the "Underwriters") at an aggregate
purchase price of $. (which includes net original issue discount of $ and
Underwriters' discount of $ The Underwriters obligations are subject to certain
conditions precedent contained in a contract of purchase entered into with the County, and it will be
obligated to purchase all of the Series 2001 Bonds ff any Series 2001 Bonds are purchased. The
Series 2001 Bonds may be offered and sold to certain dealers (including dealers depositing such
Series 2001 Bonds into investment trusts) at prices lower than such public offering prices, and such
public offering prices may be changed, from time to time, by the Underwriters.
CONTINGENT FEES
The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with
respect to the authorization, sale, execution and delivery of the Series 2001 Bonds. Payment of the
fees of such professionals and an underwriting discount to the Underwriters are each contingent
upon the issuance of the Series 2001 Bonds.
28
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2001 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 2001 Bonds and the Bond Insurance Policy may not be readily available
or may be hmited. The various legal opinions to be delivered concurrently with the delivery of the
Series 2001 Bonds, including Bond Counsel's approving opinion, will be quahfied, as to the
enforceabihty 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 C - SUMMARY OF CERTAIN PROVISIONS OF
THE RESOLUTION" attached hereto for a description of events of default and remedies.]
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2001 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2001 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 G - FORM OF CONTINUING DISCLOSURE CERTIFICATE" attached hereto. The
Continuing Disclosure Certificate shall be executed by the County prior to the issuance of the Series
2001 Bonds. These covenants have been made in order to assist the Underwriters in complying with
the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange
Commission (the "Rule").
With respect to the Series 2001 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 2001 Bonds, the security for the payment of the Series 2001 Bonds and the
rights and obligations of the owners thereof and to each such statute, report or instrument.
Any statements made in this Official Statement involving ma~ters of opinion or of estimates,
whether or not so expressly stated are set forth as such and not as representations of fact, and no
29
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 2001 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be
read in theft entirety together with all foregoing statements.
AUTHORIZATION OF OFFICIAL STATEMENT
The execution and dehvery of this Official Statement has been duly authorized and approved
by the County. At the time of delivery of the Series 2001 Bonds, the County will furnish a certificate
to the effect that nothing has come to their attention which would lead it to believe that the Official
Statement (other than information herein related to the Insurer, the Bond Insurance Policy, the
reserve account insurance policy, DTC, the book-entry only system of registration and the
information contained under the caption "TAX EXEMPTION" as to which no opinion shall be
expressed), as of its date and as of the date of delivery of the Series 2001 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:.
Chairman, Board of County Commissioners
Collier County, Florida
30
lOB ' Im
APPENDIX A
GENERAL INFORMATION
REGARDING
COLLIER COUNTY, FLORIDA
The following information concerning Collier County, Florida (the "County") has been
supplied by the County and is included only for purposes of supplying general information regarding
the County. The Refunding Bonds are secured by the Pledged Revenues as described in the Official
Statement.
General Information
The County was established in 1923 by the legislature of the State 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 U.S. Census 2000 population of 251,377. 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
James D. Carter, Ph.D.
Jim Coletta
Fred W. Coyle
Donna Fiala
Tom Henning
Chairman
Vice Chairman
Commissioner
Commissioner
Commissioner
November, 2002
November, 2004
November, 2002
November, 2004
November, 2004
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 Services, Public Services, Public Works 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 I to September 30) with the distribution of budget
request forms and instructions to departments and division heads. County division heads and
elected officers submit theft proposed expenditures beginning in April for compilation by the Budget
A-1
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, 2002 was adopted by the Board on September 19, 2001. 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 pubhc
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, 2000. The audit report for fiscal year
2000 which ended September 30, 2000 was completed by KPMG LLP and is included as
APPENDIX B attached to this Official Statement.
Population
The County has experienced rapid population growth in recent decades. The following table
presents historical and projected population growth for the County, the State, and the United States
for the period of 1960 to 2020:
POPULATION TRENDS
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' 297,800 18.4 18,121,300 13.4 297,716,000 8.4
2020* 372,500 25.1 20,725,000 14.4 322,742,000 8.4
*Estimates on County and State population use medium estimates of population growth.
Source: Collier County, Florida; Bureau of Census; and the University of Florida, College of
Business Administration, Bureau of Economic and Business Research, Division of
Population Studies.
Most of the growth of Collier County is due to migration. As of April 1, 1999, the estimate}]
median age of the County's population was 44.2 years according to the 2000 Florida Statistical
Abstract, University of Florida. The majority of the population is over the age of 18, with the age
category 15-44 comprising 34% of the overall population.
A-2
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30, 2000
Industry
Hotels and Other Lodging
Health Services
Business Services
Finance, Insurance and Real Estate
Amusement and Recreation Service
Services - Other
Services:
Eating and Drinking Places
Food Stores
Auto Dealers and Service Stations
Home Furmture and Furnishings
Retail Trade - Other
Apparel and Accessory Stores
General Merchandise Stores
Building Hardware and Garden
Retail Trade:
Firms
Employee Count(l)
67 4,127
458 8,214
610 5,967
944 5,839
138 3,343
999 4,153
3,216 31,643
454 6,172
147 4,247
123 1,899
238 1,268
380 2,292
191 1,434
25 2,093
73 1,313
1,631 20,718
Federal Government 21 620
State Government 43 849
Local Government 2__~1 8,342
Government 85 9,811
Agriculture, Forestry and Fisheries 394 6,113
Construction 1,130 10,823
Manufacturing 219 2,970
Transportation, Communication and
Public Utilities 256 2,175
Wholesale Trade 451 2,601
Mining 5 36
Other 2,455 24,718
Total 7:387 86:890
(1) Average number of people employed in 2000.
Source:
Collier County Comprehensive Annual Financial Report for Fiscal Year ended
September 20, 2000; Florida Department of Labor & Employment Security; Bureau
of Labor Market Information ES-202 Report.
A-3
Year
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
Source:
COLLIER COUNTY EMPLOYMENT
(1990-1999)
State of
County Florida
Labor Unemployment Unemployment
Force Employment Unemployment Rate Rate
72,944 69,063 3,881 5.3 5.9
74,564 68,784 5,780 6.6 7.3
75,484 68,339 7,145 8.9 8.2
78,654 72,078 6,576 8.5 7.0
80,566 73,979 6,577 8.2 6.8
81,500 75,839 5,661 6.9 5.4
83,140 78,316 4,824 5.8 5.1
87,526 83,115 4,411 5.0 4.8
92,044 88,224 3,820 4.2 4.3
93,644 90,114 3,530 3.8 3.9
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; 2000 Florida
Statistical Abstract, University of Florida.
[Remainder of page intentionally left blank]
A-4
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
(1991-2000)
Year
Single Multi- Residential
Family Units Family Units Valuation(l)
1991 1,664 1,588 $ 255,605
1992 1,949 2,396 402,147
1993 1,702 1,957 385,337
1994 1,964 2,358 449,254
1995(2) 1,966 2,402 501,797
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
(1)
(2)
Valuation in thousands of dollars.
Estimated.
2000 Florida Statistical Abstract, University of Florida; Years 1991 through 2000;
2000 University of Florida Bureau of Economic and Business Research, Building
Permit Activity in Florida.
Agriculture
Agriculture is a dominant factor in the economy of the County. Rainfall averages about 52
inches annually with most of the precipitation occurring during the late spring and summer. The
high yearly rainfall and year-round mild temperature enable agriculture to be a productive sector of
the County economy. The agricultural industry represents seven percent of the workforce. Farming
activities are located approximately 40 miles inland primarily centered around the community of
Immokalee. Major crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are
also a significant farming commodity.
Tourism
Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf
of Mexico beaches, golf, tennis and other attractions. Everglades National Park, the Umted 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 airhnes offer regularly scheduled flights to Miami and Tampa. Air service at
A-5
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 32,000 students in 33 schools. The public
schools provide a varied adult education program and a special program for pre-school children.
There are several private and parochial schools in the County offering classes from kindergarten
through the twelfth grade. Edison Community College's main campus in Fort Myers, with a branch
campus in Naples, offers technical training as well as college preparation for students. Although not
located within the County, Florida Gulf Coast College, the tenth college in the State University
System, is operating in Lee County, immediately north of the County.
Medical Facilities
Naples Community Hospital, a non-profit, private corporation provides health services to the
residents of the County. It opened as a 50-bed facility in 1956, financed exclusively by contributions
from members of the community. Since 1956, Naples Community Hospital has grown to encompass
approximately 422,000 square feet and include two six-story towers that house Naples Community
Hospital's 384 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 Colher County Health Department operates in every community in the County under
the direction of a licensed physician and with a staff of trained speciahsts, including public health
workers, nurses, sanitarians and clinical psychologists.
[Remainder of page intentionally left blank]
A-6
108
COLLIER COUNTY
FINANCIAL AND ECONOMIC DATA
(1991-2000)
Per Bank
Fiscal Percent Capita Deposits Unemployment
Year Populationa) Increase Income(1) (000%)(2) Rate(1)
1991 161,600 6.3% $27,412 $2,086,219 6.6%
1992 168,500 4.3 28,012 2,067,215 8.9
1993 174,664 3.5 29,307 2,097,133 8.5
1994 180,540 3.4 30, 201 2,707,107 8.2
1995 186,641 3.4 N/A 2,892,389 6.9
1996 197,400 5.8 30,201 3,112,346 5.8
1997 202,903 2.7 30,906 3,463,731 5.9
1998 210,095 3.5 32,878 3,767,516 4.6
1999 219,685 4.6 34,830 4,102,784 3.8
2000 229,821 4.6 36,210 4,658,978 3.8
N/A = Data not currently available
Sources:
(1) Collier County Comprehensive Annual Financial Report for Fiscal Year ending
September 30, 2000. Population figures are estimates used by the County on an annual
basis. Actual population according to the 2000 United States Census was 251,377.
(2) Florida Bankers Association.
[Remainder of page intentionally left blank]
A-7
lOft
Assessed Valuation
The following table shows the assessed value and taxable value for operating millage in each
of the past nine years.
TOTAL ASSESSED AND TAXABLE VALUE
IN COLLIER COUNTY
(1992-2001)
Ratio of
County Taxable County Taxable Taxable Value
Fiscal ' Value Real Value Personal Total Total To Total
Year ProperW Only Property Only Taxable Value(l) AssessedValue(2) Assessed Value
2001 $32,057,961,136 $1,336,930,733 $33,395,002,460 $41,333,321,441 80.79%
2000 26,493,401,264 1,248,512,604 27,742,021,485 33,902,799,963 81.82
1999 23,271,327,045 1,150,774,033 24,422,201,235 29,830,939,079 81.86
1998 20,304,971,514 1,037,538,724 21,342,594,299 25,777,151,470 82.79
1997 18,547,873,169 981,119,415 19,529,075,510 23,436,330,545 83.33
1996 17,146,475,680 936,566,144 18,083,131,561 21,751,280,540 83.14
1995 16,038,210,161 892,359,888 16,930,661,056 20,463,371,228 82.74
1994 15,130,183,723 851,954,071 15,982,193,801 19,387,178,081 82.44
1993 14,506,009,883 806,965,166 15,313,053,072 18,440,257,462 83.04
1992 13,792,228,634 754,068,231 14,546,382,399 17,505,449,830 83.10
(1)
(2)
These figures include Centrally Assessed property.
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.
[Remainder of page intentionally left blank]
A-8
COLLIER COUNTY DEBT STATEMENT
AS OF SEPTEMBER 30, 2000
Direct, Overlapping And Underlying Debt
Collier County Direct Debt
1996 Public Parks GO Bonds
1973 Race Track Certificates
1992 Capital Improvement Refunding Revenue
Bonds
1994 Capital Improvement Refunding Revenue
Bonds
1995 Road Improvement Revenue Refunding Bonds
1996 Guaranteed Entitlement Refunding Revenue
Bonds
1997 Special Obhgation Revenue Bonds
1997 Naples Park Area Stormwater Improvement
Assessment Bonds
State Revolving Fund Loan CS120597070
State Revolving Fund Loan CS120597090
State Revolving Fund Loan CS120597100
Bank of America Line of Credit
Commercial Paper Loans Payable
Capitalized Lease Obligations
Arbitrage Rebate Liability
Accrued Compensated Absences
1982 Goodland Water and Sewer Revenue Bonds
1990 Collier County Sewer Assessment Bonds
1992 Water and Sewer Revenue Bonds
1994 Water and Sewer Refunding Revenue Bonds
1994 Taxable Water and Sewer Refunding Revenue
Bonds
1999A Water and Sewer Refunding Revenue Bonds
1999B Water and Sewer Refunding Revenue Bonds
Total Direct Debt
General
Obligation Debt
$2,295,000
$2,295,000
Non-Self
Supporting
Debt
Self-
Supporting
Debt
$1,000,000
6,345,000
26,570,000
4,215,000
1,040,000
5,320,000
4,256,232
11,223,000
822,345
143,470
10,283,081
1,625,000
9,824,390
12,225,852
1,318,320
113,000
490,000
1,675,000
38,955,000
17,635,000
6,490,000
21,905,000
$71,218,398 $112,256,562
Overlapping School Board Debt
Certificates Of Participation, Series 1992, 1994,
1995
School Bonds, Series 1997A and 1998A
Total Overlapping Debt
Underlying Debt
City Of Naples
1971 Improvement Revenue Bonds
1991 Water and Sewer Revenue Refunding Bonds
1992 Water and Sewer Refunding And Improvement Bonds
1992-A Water and Sewer Revenue Refunding Bonds
1993 Public Service Tax Revenue Refunding Bonds
1993 Public Service Tax Revenue Refunding
Bonds (City Dock Funds)
$136,145,000
12,550,000
$0 $148,695,000
130,000
3,099,560
$0
7,570,000
13,575,926
1,479,540
159,422
A-9
State Revolving Fund Subordinate Loan
State Revolving Fund Subordinate Loan
(Stormwater Fund)
1997 Public Service Tax Revenue Bonds
1997 Public Service Tax Revenue Bonds (Tennis
Fund Allocation)
1998 Public Service Tax Revenue Bonds
1998 Tax Increment Financing Revenue Bonds
2000 General Obhgation Bonds
City Of Everglades
1981 Water Revenue Bonds
1973 Sewer Revenue Bonds
1971 Sewer Revenue Bonds
Total Underlying Debt
$8,460,000
1,990,000
2,102,927
22,896,879
2,134,247
640,000
3,000,000
501,000
13,000
160,000
$8,460,000 $ 7,322,487 $52,130,014
Total Direct, Overlapping And Underlying
Debt
$10,755,000 $227,235,885 $164,386,576
Collier County, Florida, Comprehensive Annual Report for the Fiscal Year ended
September 30, 2000 and Comprehensive Annual Financial Reports for the City of
Naples and Everglades, each dated September 30, 2000; Notes to the Financial
Statements dated June 30, 2001 for the School Board of Collier County, Florida.
[Remainder of page intentionally left blank]
A-10
COLLIER COUNTY, FLORIDA
COMPARATIVE RATIOS OF BONDED DEBT
TO TOTAL ASSESSED VALUATION AND
PER CAPITA INDEBTEDNESS
2000 U.S. Census Population
Total Assessed Valuation 2001
Direct General Obhgation Debt
a) As a Percent of Assessed Valuation
b) Per Capita
Direct and Overlapping General Obhgation Debt
a) As a percent of Assessed Valuation
b) Per Capita
Direct Non-Self Supporting Revenue and Direct General Obligation Debt
a) As a percent of Assessed Valuation
b) Per Capita
Direct and Overlapping General Obhgation and
Non-Self Supporting Revenue Debt
a) As a percent of Assessed Valuation
b) Per Capita
108
251,377
$41,333,321,441
$2,295,000
0.001%
$9.13
$2,295,000
0.001%
$9.13
$73,513,398
0.18%
$292.44
$222,208,398
0.54%
$883.96
[Remainder of page intentionally left blank]
A-11
The following table contains the property tax rates for the tax years 1991 through 2000.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES - ALL DIRECT AND OVERLAPPING GOVERNMENTS(I)
(1991-2000)
(Unaudited)
COLLIER COUNTY
OTHER
Special Debt Capital
Fiscal General Revenue Service Pr~ects School Independent
Year Fund Fund Funds Fund Total District Districts Total
1991 3.3502 0.6637 0.1378 1.0000 5.1517 8.2500 1.5718 14.9735
1992 3.3295 0.7664 0.1126 0.6580 4.8665 7.9570 1.4629 14.2864
1993 3.2580 0.7726 0.1094 0.5474 4.6874 8.0000 1.4455 14.1329
1994 3.6729 0.7823 0.1106 0.0000 4.5658 8.0860 1.5648 14.2166
1995(2) 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 3.6838 0.7604 0.0452 0.0000 4.4894 8.4298 1.5941 14.5133
1998 3.5540 0.6689 0.0420 0.0000 3.5540 8.5173 1.4801 13.5514
1999 3.5086 0.6419 0.0355 0.0000 3.5086 7.7661 1.4654 12.7401
2000 3.5050 0.6624 0.0318 0.0000 3.5050 7.7334 1.4607 12.6991
(1)
(2)
Basis for property tax rates is 1 mill per $1,000 of assessed value. Property is assessed as of
January I 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
apphcable to a certain tax year are collected in the fiscal year ending during the following
calendar year.
Beginning with fiscal year 1995 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, 2000.
[Remainder of page intentionally left blank]
A-12
APPENDIX B
AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2000
lOB
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION
APPENDIX D
FORM OF BOND INSURANCE POLICY
APPENDIX E
FORM OF RESERVE ACCOUNT INSURANCE POLICY
APPENDIX F
PROPOSED FORM OF BOND COUNSEL OPINION
EXHIBIT E
10B "'"'-
FORM OF CONTINUING DISCLOSURE CERTIFICATE
10B
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by Collier County, Florida (the "Issuer") in connection with the issuance of its
$. Capital Improvement Revenue Bonds, Series 2001 (the "Bonds"). The Bonds are
being issued pursuant to Resolution No. 85-107 adopted by the Board of County Commissioners of
the Issuer on April 30, 1985, as amended and supplemented, and as particularly supplemented by
Resolution No. adopted by the Board of County Commissioners of the Issuer on November 27,
2001, (collectively, the "Resolution").
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure
Certificate is being executed and dehvered 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 capitahzed term used in this Disclosure Certificate, unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to
vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any
Bonds for federal income tax purposes.
"Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent
designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such
designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. The National Repositories currently approved by
the Securities and Exchange Commission are set forth in Exhibit B.
"Participating Underwriters" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository.
"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.
10B
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, 2002 with respect to the report for the 2001 fiscal year,
provide to each Repository 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 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, and (ii) the State Repository in substantially the form attached as
Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the
name and address of each National Repository and the State Repository, if any; 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 to which it was
provided.
SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain
or include by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant
to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar
to the financial statements contained in the final Official Statement dated , 2001 (the
"Official Statement"), and the audited financial statements shall be fried in the same manner as the
Annual Report when they become available.
(b) updates to the following historical financial information and operating data
presented in tabular form in the Official Statement entitled "Distribution Percentages" and
"Historical Receipts of Sales Tax Revenues by the County."
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 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 dehnquencies;
2. non-payment related defaults;
unscheduled draws on the debt service reserves reflecting financial
difficulties;
4. unscheduled draws on credit enhancements reflecting financial difficulties;
5. substitution of credit or hquidity providers, or their failure to perform;
6. adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. modifications to rights of the holders of the Bonds;
8. Bond calls (other than scheduled mandatory redemption);
9. defeasances;
10.
release, substitution, or sale of property securing repayment of the Bonds;
and
11. ratings changes.
(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event,
the Issuer shall promptly determine if such event would be material under applicable federal
securities laws; provided, however, that any event under clauses 4, 5, 6, 10 and 11 above shall
always be deemed to be material.
(c) If the Issuer determines that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the Issuer shall promptly file a notice of
such occurrence with (i) each National Repository or the Municipal Securities Rulemaking Board,
and (fi) the State Repository.
SECTION 6. 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 7. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obhgations 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.
lOB
SECTION 8. AMENDMENT; WAIVER. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or
5(a), it may only be made in connection with a change in circumstances that arises from a
change in legal requirements, change in law, or change in the identity, nature or status of
the Issuer, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in
the opinion of nationally recognized bond counsel, have complied with the requirements of
the Rule at the time of the original issuance of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial
Owners of the Bonds in the same manner as provided in the Resolution for amendments to
the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the
opinion of 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, ff
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 9. 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 10. 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 11. 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 liabihty, but
excluding habflities due to the Dissemination Agent's negligence or wilful misconduct. The
obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination
Agent and payment of the Bonds.
[Remainder of page intentionally left blank]
lOB
SECTION 12. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit
of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Dated ,2001
COLLIER COUNTY, FLORIDA
By:
Chairman of the Board of
County Commissioners
6
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
10B
Name of Issuer:
Name of Bond Issue:
Date of Issuance:
Collier County, Florida
Capital Improvement Revenue Bonds, Series 2001
,2001
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
,2001. The Issuer anticipates that the Annual Report will be filed by
Dated:
COLLIER COUNTY, FLORIDA
By:
Name:
Title:
Exhibit A- 1
EXHIBIT B
10B
Nationally Recognized Municipal Securities Information Repositories approved by the Securities and
Exchange Commission:
Bloomberg Municipal Repository
101 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
Emafl: Munis@Bloomberg.com
FI Interactive Data
Attn: NRMSIR
100 Wilhams Street
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390 (Secondary Market
Information)
(212) 771-7391 (Primary Market Information)
Email: NRMSIR@FTID.com
Standard & Poor's J.J. Kenny Repository
55 Water Street
45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Email: nrta sir_repository@sandp.com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
Email: nrmsir@dpcdata.com
A hst of names and addresses of all designated Nationally
Information Repositories as of any point in time is available
w ww.sec.gov/info/Tnunicipal/nr~nsir, ht~n.
Recognized
by visiting
Municipal Securities
the SEC's website at
j:\bonds\4399-00\cdc 1.doc
November 26. 2001
Exhibit A-2
EXHIBIT F
lOB
FORM OF DEBT SERVICE RESERVE FUND POLICY AGREEMENT
NOV ~6 21~1 12:48 FR I'R¢-LEG~L
212 312 32?4 TO 918132S10129 P.02/04
DEBT SERVICE RI~SERVE FUND POLICY AGREEMENT
, of December 21, 2001, by and bctw ,e~ Collier County, Florida
dated as ,,
AGR.EEMENT ............ Company (the Insurer').
(the "Issucr") and. F.inancml oum-ar~ m~u,,,,,,-,- r .,
In consiclcrarion of the i~-'~'~ce by the Insurer of its Municipal Bond Debt Service
Rescrve Fund Policy (thc "Rcs~,'e Policy") with respect to the Issuer's Capital Improvement
Revenue Bonds, Series 2001, together with any parity obligations heretofore or hereafter issued
pursuant to thc hereinafer defined "Authorizing Document" and ~ecured by the same reserve
account (the "Bonds"), issued under Resolution lqo. $5-107 adopted by thc Issuer on April 30,
1985, as am~ded & supplemented, authorizing the issuance of the Bonds (thc ,,Authorizing
Document") and thc Issuer's payment to the Insurer of thc insurance premium for the Reserve
Policy, the Insurer and the Issuer hereby covenant aud agree as follows:
1. Upon any payment by thc Insurer under the Reserve Policy, the Insurer shall furnish to
thc Issuer written instructions as to thc manner in which repayment of amounts owed to
the Insurer as s result of such payment shall be made.
2.The Issuer sh .P Y ....... ;-,cuffed bv the insurer aha sn~u p .~
Policy and relatcO reaso~aVie exp~x~, ,,, -
thereon at a rate equal to the lower of (i) the prime rate of Morgan Guaranty Trust
Company of New York in effect from time to tlmc plus 2% per annum and (ii) the
highest ~te permitted by law.
3. Repayment of draws, shall enjoy the same priority as thc obligation to m~i,~t~in and refill
the reserve fund and the repayment of expenses and interest shall be subordinate to the
obligation to maintain and refill the Reserve Account (as defined in the Resolution).
4. Payment of draws, expenses and the interest thereon (collectively, "Policy Costs") shall
commence in the frrst month following each draw, and ~ach such monthly payment shall
be in an amount at l~st equal tn 1/12th of thc aggregate of Policy Costs related to such
ch~w.
5. Amounts paid to the Insurer shall be credited ftrst to interest due under the Reserve
Policy and hereundea:, then to the expenses due hereunder and then to principal due under
the Reserve Policy and hereunder. As and to the extent that payments are made to the
Insurer on account of principal due under the Reserve Policy and hereunder, the coverage
under the Reserve Policy will be increased by a like amount.
6. If the Issuer shall fail to repay any Policy Costs in accordance with the requiremenu.of
the Authorizing Document and this Agreement, the Insurer shall be entitled to exercise
any and all remedies avaBable at law or under the Authorizing Document other than (i)
acceleration of the maturity of the Bonds or (ii) remedies which would adversely affect
Bondholders.
7. T~ Issuer shall ~aln the ~lece~i~tY for a claim upon the Reserve Policy and provide
notice to the Insurer in aeeor,4;,~ee with the terms of the Reserve Policy at least two
business days prior to each date upon which interest or principal is dne on the Bonds.
8. All cash and investments in the reserve fund shall be utilized for m~Mng required
transfers to the debt service fund for payment of debt service on the Bonds before making
any draws on any alternative credit instrument. Repayment of any Policy Costs shall be
NOV 26 i:)l~l 12:48 FR MRC-LEGAL 212 3i2 32?4 TO 918i32810i29 p.I~L3/I~4
II.
12.
14.
15.
16.
10B
made prior to replenishraent of any such cash amounts. Draws on all alternative credit
insuumen~s on which there is available coverage shall be made on a pro rata basis
(calculated by reference to coverage then available under each such alternative credit
instrument) after applying available cash and investments in the reserve fund.
Repayment of policy Costs and reimbursement of' amounts with respect to alternative
credit instruments shall be made on a pro rata basis (calculated by reference to the
coverage then available under each such aitcrnative credit instrument) prior to
reple~i,hment of any cash draws on the reserve fund.
The Authorizing Document shall not be modified or amended pursuant to Section 25 or
26 thereof without the prior written consent of the Insurer.
The Authorizing Document shall not be discharged until all Policy Costs owing to
Financial Ouaranty shall have been paid in full.
As security for the Issuer's repayment obligations with respect to thc Reserve Policy, to
thc extent that thc Authorizing Document pledges or grants a security interest in any
revenues or collateral of the Issuer (or other obhgor) as security for the Bonds, the Issuer
hereby pledges and grants a security interest in all such revenues and collateral,
subordinate only to that o£the Bondholders.
The rate covenant and the additio~l bonds test (in each case, ii' applicable) in the
Authon'~ing Document sb~ll be c~lculated with at least one times coverage of'thc Issuer's
obligations with respect to repayment of' Pohcy Costs then due and owing. Ftuthcrmore,
no additional bonds may be issued under the Authorizing Document without the Insurer's
prior written consent if any Policy Costs arc past due and owin$ to the Insurer.
The Issuer shall provide Financial Guaranty with the following information:
(a) Budget for each year as soon as the same becomes available and ~nnual audited
financial statements, within 180 days after the end of its fiscal year.
Official statement or similar disclosure document, if any, prepared in connection
with the issuance of additional debt.
(c) Notice of' the redemptior, other than mandatory sinking fund redemption, of any'
of the Bonds.
(d) Such additional information as Financial Guaranty may reasonably request from
time to time.
Notices to the Ins~er shall be sent to the following address (or such other address as thc
Insurer may desilp'ate in writing): Financial Guaranty Insurance Company, 125 Park
Avenue, New York, New York 1001 ?, AUention: Risk Management.
This Agreement may be executed i~ counterparts, each of which alone and all of which
together shall be deemed one original Agreement.
If any one or more of the al~eements, provisions or terms of' this Agreement ,hall be for
any reason whatsoever held invalid, then such agreements, provisions or terms shall be
deemed severable from the rern,i,~ing at~..ements, provisions or terms of this Agreement'
and shall in no way affect the .,ralidity or enforceability oi' the other provisions of this
NOU
1'7.
26 2~
above.
12:48 FR M~u-,---,~ 212 312 3274 TO 918132810129 p.04/84
10B
All capitalized terms used h~rc~n and not otherwise defined shall lmvc the meanir~gs
ascribed to them in thc Authorizing ~t.
This AI~'eement and thc fights and obligations of thc parties of th: Agreement shall be
governed by and cotsstmcd and interpreted in accordance with Florida l~w.
IN WITNESS WI-I~KEOF, die parties hereto have set their hands as of the date writte~
Collier County, Florida
By: ~ ~
Nan--: .... - ard of County
T~tle: Chau'mam ~.o .
Comllnssloners
Guaranty Insurance Company
By: __.-------- --
Name: __
Title: ~-~--------~
PubtkF~uance%pf-p[lot\wo~ g%comm~2001 Apr'D~%'vI"~C°lli~'Sm'~- R~viscd
TOTAL PAGE.04 **