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Agenda 09/22/2020 Item #11B (Resolution - Revenue Bonds)09/22/2020 EXECUTIVE SUMMARY Recommendation to approve a Resolution authorizing the issuance of not exceeding $92,000,000 in aggregate principal amount of Collier County, Florida Special Obligation Revenue Bonds, Series 2020A to finance the acquisition, construction and equipping of various capital improvements and refinance certain outstanding indebtedness of Collier County; and not exceeding $26,000,000 in aggregate principal amount of Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B to purchase certain real property; making certain covenants and agreements with respect to said bonds; authorizing the awarding of said bonds pursuant to a public bid; delegating certain authority to the County Manager for the award of the bonds and the approval of the terms and details of said bonds; authorizing the publication of a Notice of Sale for the bonds or a summary thereof, authorizing the distribution of a preliminary official statement; appointing the paying agent and registrar for said bonds; establishing a book -entry system of registration for the bonds; authorizing the execution and delivery of a continuing disclosure certificate; providing for an effective date; and approve all necessary FY 2021 budget amendments. OBJECTIVE: To approve the enabling documents necessary to provide for an open market competitive bid; related award and issuance of not exceeding $92,000,000 in aggregate principal amount of Special Obligation Revenue Bonds, Series 2020A and issuance of not exceeding $26,000,000 in aggregate principal amount of Taxable Special Obligation Revenue Bonds, Series 2020B. CONSIDERATIONS: For at least the past two fiscal years a discussion of financing certain new and replacement capital infrastructure has been discussed by the Board at the time of Budget Policy adoption and during budget workshops. The issuance of debt for capital improvements is generally considered as a good alternative to pay as you go under the philosophy that future tax payers who will also enjoy the capital improvements should participate in funding capital improvements rather than that burden falling solely to existing tax payers. Further, the low interest rate environment, the County's investment quality credit rating, a revenue to debt service ratio well below the self-imposed cap of 13%, and not raising the millage rate to pay debt service for world class capital amenities provide further rationale for issuing strategic debt. This planned new and replacement capital financing generally includes two components; tax exempt financing for storm -water system improvements, parks aquatics and other parks/recreation infrastructure and refinancing certain variable rate commercial paper debt used to purchase the sports complex property; and a taxable component to purchase the 967 acre Hussey property which the Board authorized in May 2020 and funds to acquire the plus or minus 1,046 acre Camp Keais parcel. The following table describes the major projects and indebtedness sought. Projects Planned Par Financing Amount Planned Par Financing - Tax Exempt Amount - Taxable Stormwater System $60,000,000 Improvements (including but Packet Pg. 217 11.B 09/22/2020 not limited to) • Golden Gate Outfalls • West Goodlette Frank Road Area • Naples Park • Upper Gordon River • Palm River • Lake Park Flow way • Lake Trafford West End Park Aquatic and Pump Infrastructure (including but not limited to) $20,000,000 • Sun and Fun • Golden Gate • Immokalee • Vineyards Strategic Property Acquisition • Hussey - Board Approved May 2020 $10,000,000 • Camp Keais (under consideration) $15,000,000 Refinance Variable Rate Commercial Paper Loan Proceeds for Purchase of the Sports Complex Property to Fixed Rate Debt $10,000,000 Totals $90,000,000 $25,000,000 Generally, planned stormwater projects considered for funding include improvements related to flood protection, water quality, system restorations and upgrades and system enhancements to address changes in both the built environment and natural setting, due to changing populations, demographics and climate. A description of certain strategic system improvements is shown below. • Golden Gate City Outfalls: The project includes four square miles of developed area challenged by aging infrastructure, resulting in chronic and widespread street flooding and other nuisance flooding. Work in the area will begin by addressing the 130+ Stormwater outfalls that have reached the end of their useful life in combination with the evaluation of the canal system's ability to receive stormwater. Future phases of the project will focus on neighborhood improvements to provide both flood protection and water quality improvements and will be partnered with other infrastructure improvements planned for the area. • Naples Park: The project is an ongoing partnership with Collier County Public Utilities to provide new Water, Wastewater and Stormwater Infrastructure on all east -west streets in Naples Park. The project provides significant improvements to the Stormwater Packet Pg. 218 11.B 09/22/2020 Management System in areas that have been challenged by frequent street flooding and other nuisance flooding concerns. These upgrades to the Stormwater System also provide essential water quality improvements through the more modern and effective management of Stormwater runoff, therefore reducing nutrients and other pollutants discharged into sensitive receiving waters. • West Goodlette Frank Road Area Stormwater Improvement: This project is Phase II of the partnership between the City of Naples and Collier County to deliver a combined septic to sewer conversion and stormwater infrastructure project which will address critical flooding issues experienced in the neighborhoods and will convert approximately 900 septic systems to sanitary sewer. This project is critical for both health safety, by providing enhanced flood protection, and water quality, as the project will decrease nutrients being discharged to the Gordon River and ultimately Naples Bay, which are both impaired. • Upper Gordon River: The watershed of the Gordon River consists of more than 4,000 acres. A suite of projects are being developed to address issues such as street and neighborhood flooding, increased conveyance of stormwater, water quality improvements to protect sensitive receiving waters and increased flood protection level of service through modernizing and automating structures, improvement of treatment train capacity through pump and infrastructure upgrades, etc. These projects include the replacement of the Gordon River AMIL gates, Freedom Park Bypass Ditch upgrades, Freedom Park Pump Station upgrades, Gordon River Rock Weir replacement and channel improvements etc. Planned aquatics and other parks and recreation improvements considered for funding include; • Various capital improvements at "Sun and Fun", Golden Gate, Immokalee and Vineyards aquatics facilities including but not limited to, those related to pool restoration, electrical, decking, disability improvements, activity and competitive pool improvements, bathhouse, slide tower, pump house, splash pads, flow rider and other improvements. • Various capital improvements at Sugden Park, North Collier Regional Park and Caxambas Park including but not limited to, those related to piers, stationary docks, floating docks, and boardwalks. • Various capital improvements at Goodland and Port of the Island Marinas including but not limited to, assessment and renovation of dock and reparation and replacement of seawalls. Internal Revenue Code provisions require that proceeds derived from tax exempt indebtedness be reasonably spent within a three (3) year window. Taxable debt proceeds have no spend down limitations. Tax exempt financing offers a lower cost of financing and the interest rate spread between taxable and tax-exempt financing is approximately 30 to 50 basis points, depending upon market conditions. Due to the potential for end land uses on the Hussey and Camp Keais properties which do not qualify for tax exempt status, taxable financing is the prudent approach. Board members will recall that taxable financing was used to acquire the Golden Gate Golf Course. Packet Pg. 219 09/22/2020 Local Option Infrastructure Sales Tax Financing is not intended for use nor available to funding these planned capital improvements. This executive summary provides as attachments required documents necessary to market, competitively sell and award these capital improvement bonds based upon the lowest true interest cost (TIC). Also attached is the Plan of Finance prepared by PFM Financial Advisor's, LLC., the County's independent financial advisor. The Plan of Finance is summarized below; Item Description Pledge Revenues: Covenant to Budget and Appropriate (CBA) all Legally Available Non- Advalorem Revenues Maximum Annual Debt Service $6,298,400 Average Annual Debt Service $6,295,500 Debt Service Structure: Level Debt Service (equal payment in every year) Aggregate Financing Term: 25 years Planning Scenario True Interest Cost (TIC) 2.5578% (actual based upon competitive placement) First Interest Payment Date: April 1, 2021 Tax Exempt Call Redemption Feature: 10 years, at par Debt Service Reserve Fund: $0 Credit Enhancement/Bond Insurance: Bidder's option Debt service will be paid from a covenant to budget and appropriate (CBA) all legally available non ad -valorem revenues. Based upon current market conditions it is likely that the lowest TIC bid will be lower than the planning scenario of 2.5578%. While the "Plan of Finance" is specific regarding how proceeds will be distributed, Bond Resolution language and language within the disclosure documents will contain customary statements providing the County with flexibility to use proceeds from the tax exempt Series 2020A and Taxable Series 2020B for other like capital needs authorized by the County. FINANCE COMMITTEE RECOMMENDATION: The Finance Committee after discussion endorsed by majority vote the Plan of Finance as recommended by the County's independent financial advisor. FISCAL IMPACT: Closing on the bond issue is expected on or about November 3, 2020. Bond proceeds on the project anticipated to be in the $115,000,000 to $117,000,000 range dependent upon market and bid conditions (bond premium, underwriters discount, etc.) with the tax-exempt component paid out in various construction increments over a period not to exceed three years from closing. The Bond Resolution provides the necessary issuance flexibility to accommodate market and bid conditions. Packet Pg. 220 09/22/2020 Taxable proceeds for acquisition of the Hussey property will be paid at a planned December 2020 closing while further discussions on strategic purchase of the Camp Keais parcel is ongoing and proceeds will be held pending final Board action. The following table provides the preliminary sources and uses of funds for both Series A and Series B. Sources of Funds Tax Exempt - Series A Taxable - Series B Total Par Amount $75,570,000 $25,255,000 $100,825,000 Premium $15,189,600 $0 $15,189,600 Total Sources $90,759,600 $25,255,000 $116,014,600 Uses of Funds CP Refinancing $10,000,000 $0 $10,000,000 Parks $20,000,000 $0 $20,000,000 Stormwater $60,000,000 $0 $60,000,000 Land Acquisition $0 $25,000,000 $25,000,000 Underwriters Discount $377,900 $126,300 $504,200 Cost of Issuance $381,700 $128,700 $510,400 Total Uses $90,759,600 $25,255,000 $116,014,600 Annual debt service will be paid from regularly planned and appropriated pay as you go non ad - valorem general governmental capital dollars. No millage increase is planned to backfill non ad - valorem pay as you go capital dollars earmarked to pay debt service on this financing. GROWTH MANAGEMENT IMPACT: None LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: That the Bond Resolution; all enabling documents; and all necessary FY 2021 budget amendments be approved. Prepared by: Mark Isackson, Director of Corporate Finance and Management Services, Office of Management and Budget ATTACHMENT(S) 1. Collier County Series 2020AB - Plan of Finance Memorandum (PDF) 2. Bond Resolution (PDF) 3. EXHIBIT B - Form of Official Notice of Sale (PDF) 4. EXHIBIT C - Form of Continuing Disclosure Certificate (PDF) 5. EXHIBIT D - Form of Preliminary Official Statement (PDF) Packet Pg. 221 09/22/2020 COLLIER COUNTY Board of County Commissioners Item Number: 11.B Doc ID: 13571 Item Summary: Recommendation to approve a Resolution authorizing the issuance of not exceeding $92,000,000 in aggregate principal amount of Collier County, Florida Special Obligation Revenue Bonds, Series 2020A to finance the acquisition, construction and equipping of various capital improvements and refinance certain outstanding indebtedness of Collier County; and not exceeding $26,000,000 in aggregate principal amount of Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B to purchase certain real property; making certain covenants and agreements with respect to said bonds; authorizing the awarding of said bonds pursuant to a public bid; delegating certain authority to the County Manager for the award of the bonds and the approval of the terms and details of said bonds; authorizing the publication of a Notice of Sale for the bonds or a summary thereof, authorizing the distribution of a preliminary official statement; appointing the paying agent and registrar for said bonds; establishing a book -entry system of registration for the bonds; authorizing the execution and delivery of a continuing disclosure certificate; providing for an effective date; and approve all necessary FY 2021 budget amendments. (Mark Isackson, Director of Corporate Financial Planning and Management Services) Meeting Date: 09/22/2020 Prepared by: Title: — Office of Management and Budget Name: Debra Windsor 09/15/2020 3:01 PM Submitted by: Title: Division Director - Corp Fin & Mgmt Svc — Budget and Management Office Name: Mark Isackson 09/15/2020 3:01 PM Approved By: Review: Office of Management and Budget Budget and Management Office County Attorney's Office County Manager's Office Board of County Commissioners Debra Windsor Level 3 OMB Gatekeeper Review Mark Isackson Additional Reviewer Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Nick Casalanguida Level 4 County Manager Review MaryJo Brock Meeting Pending Completed 09/15/2020 3:01 PM Completed 09/15/2020 3:28 PM Completed 09/16/2020 9:19 AM Completed 09/16/2020 9:40 AM 09/22/2020 9:00 AM Packet Pg. 222 PfM 2222 Ponce de Leon Boulevard 786-671-7480 Third floor www.pfm.com Coral Gables, FL 33134 September 15, 2020 Memorandum To: Collier County, Florida From: PFM Financial Advisors LLC Plan of Finance and Method of Sale Recommendation — Tax -Exempt and Taxable Special Re: Obligation Revenue Bonds, Series 2020A&B The purpose of this memorandum is to outline the plan of finance for the County's upcoming issuance of Tax -Exempt and Taxable Special Obligation Revenue Bonds, Series 2020A&B (the "Bonds") and summarize the recommendation of PFM Financial Advisors LLC ("PFM") to move forward in order to fund the capital projects designated in the series resolution. PFM has worked closely with County Administration over the last several months in order to develop a cost- effective plan of finance to fund various capital projects, including: • Strategic Land Acquisition: $25,000,000 • Stormwater System Improvements: $60,000,000 • Aquatics Center: $20,000,000 • Refinancing Commercial Paper Balance: $10,000,000 The projects total approximately $115,000,000 and will be funded with a combination of tax-exempt and taxable bonds. More specifically, the land acquisition projects will be issued on a taxable basis in order to provide the County with future flexibility as to the use(s) of the land in the future. Current Market Conditions At the time of this memorandum market conditions remain very favorable for municipal issuers. Interest rates through the course of 2020 have remained very low, in fact well below the average and near the lowest points over the last ten years (table 1). The yield curve is also favorable in the middle to long segments, with a relatively flat borrowing cost in years 15-30 (table 2). Additionally, we have experienced a higher volume of issuers taking advantage of the currently narrow spreads between taxable and tax- exempt interest rates. Table 3 shows the ratio of Treasury rates vs tax-exempt rates over the last five years. Table 1 Table 2 Table 3 11.113.1 LO M Packet Pg. 223 11.B.1 September 15, 2020 Page 2 of 2 PfM Plan of Finance and Method of Sale The County has historically accessed the capital markets through both public offerings and private placements. Both methods of sale can be utilized to the County's advantage depending on the security, size, and term of projects being financed. In the case of the 2020 Bonds, we have recommended the County utilize a public offering in order to maximize the repayment term and fund the capital plan with a streamlined process. A private placement to a bank provider would very likely limit the overall term of the financing to 15 years or less. The 2020 Bonds anticipate an amortization period of 25 years for the tax-exempt component (Series A). The taxable bonds (Series B) will be structured to amortize sooner over the first 9- 10 years of the amortization term. The purpose of amortizing the taxable bonds first is to optimize the cost of borrowing. The tax-exempt bonds will be structure to amortize after the taxable bonds in order to create level debt service for the entirety of the 2020AB repayment term. Preliminary numbers are provided at the end of this memorandum. 7.00 0 6.00 5.00 4.00 3.00 2.00 1.00 0.00 Annual Debt Service (Preliminary) 2020A & 2020B 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 EIVIONIN>d110167a1 The 2020AB Bonds are recommended for issuance through a competitive public sale for several reasons. First and foremost, the strong credit ratings of the County will make the Bonds attractive to investors. The County is aware of the benefits of direct placements (competitively bid bank loans), chiefly the limited administrative burden, faster time to market, lower costs of issuance, and less stringent continuing disclosure. However, in our estimation at this time the funding costs are lower and can be locked for the full term of the financing through a public offering. The non -Ad Valorem revenue security is well understood by market participants and should be competitively bid. We look forward to progressing forward with the plan of finance towards a successful competitive pricing on October 7, 2020 and closing on November 3, 2020. ti LO M Packet Pg. 224 _— The PFM Group 11.B.1 SOURCES AND USES OF FUNDS Collier County, Florida Series 2020 Financing *Preliminary numbers, subject to market conditions* $10 / bond estimate for Combined COI / UWD Taxable Special Special Obligation Obligation Revenue Bonds, Revenue Bonds, Sources: Series 2020A Series 2020B Total Bond Proceeds: Par Amount 75,570,000.00 25,255,000.00 100,825,000.00 Premium 15,189, 554.25 15,189, 554.25 90,759,554.25 25,255,000.00 116,014,554.25 Taxable Special Special Obligation Obligation Revenue Bonds, Revenue Bonds, Uses: Series 2020A Series 2020B Total Project Fund Deposits: CP Takeout (TE) 10,000,000.00 10,000,000.00 Aquatics Center (TE) 20,000,000.00 20,000,000.00 Stormwater (TE) 60,000,000.00 60,000,000.00 Land Purchase (Taxable) 25,000,000.00 25,000,000.00 90,000,000.00 25,000,000.00 115,000,000.00 Delivery Date Expenses: Cost of Issuance Underwriter's Discount Other Uses of Funds: Additional Proceeds 377,850.00 126,275.00 377,850.00 126,275.00 755,700.00 252,550.00 3,854.25 2,450.00 504,125.00 504,125.00 1,008,250.00 6,304.25 90,759,554.25 25,255,000.00 116,014,554.25 LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 1 Packet Pg. 225 11.B.1 _— The PFM Group BOND SUMMARY STATISTICS Collier County, Florida Series 2020 Financing *Preliminary numbers, subject to market conditions* $10 / bond estimate for Combined COI / UWD Dated Date 11/03/2020 Delivery Date 11/03/2020 First Coupon 04/01/2021 Last Maturity 10/01/2045 Arbitrage Yield 1.728921% True Interest Cost (TIC) 2.519471% Net Interest Cost (NIC) 2.797954% All -In TIC 2.557801% Average Coupon 3.792439% Average Life (years) 14.646 Duration of Issue (years) 11.566 Par Amount 100,825,000.00 Bond Proceeds 116,014,554.25 Total Interest 56,002,480.43 Net Interest 41,317,051.18 Total Debt Service 156,827,480.43 Maximum Annual Debt Service 6,298,352.76 Average Annual Debt Service 6,295,483.16 Underwriter's Fees (per $1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 114.565266 Par Average Average PV of 1 by Bond Component Value Price Coupon Life change Bond Component 100,825,000.00 115.065 3.792% 14.646 87,009.10 100,825,000.00 14.646 87,009.10 All -In Arbitrage TIC TIC Yield Par Value 100,825,000.00 100,825,000.00 100,825,000.00 + Accrued Interest + Premium (Discount) 15,189,554.25 15,189,554.25 15,189,554.25 - Underwriter's Discount -504,125.00 -504,125.00 - Cost of Issuance Expense -504,125.00 - Other Amounts Target Value 115,510,429.25 115,006,304.25 116,014,554.25 Target Date 11/03/2020 11/03/2020 11/03/2020 Yield 2.519471% 2.557801% 1.728921% ti LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 2 Packet Pg. 226 PUB `dOZOZ SOULS : I LS£4) wnpuejoweW aoueu1.110 veld - BVOZOZ soijeS Ajunoo aalllo:3 :juowLj3ejjv m N N N 7 0 0 0 0 � O N 7�� 1� � N N N N N I O M u') O R C ti O N M O) W� 7 '-I O lM W lM W lM W M M.--i .--i m v 00N •-I •-� O L 707 M7 0000 N.--i IM OI uj7 nj ^^ W vj nlM Nn NrIO'-IN 010 O M CO O O M CO N N O OOtiID 1010 .2a O` N N 0 7 fn 0 N N N N o 0 0 o M N 0 0 t�0 lmO W l r '0'1 Ot N C O N N N N_ N l^M 7 N q O O O N I., N NLn� u 7 N ) v F U m N 0000 N Ooi00N1 oV00 V W u01 OCM ——O I�lM l� Ln Ln ON LnV V ----i 7 , NO .--i .--i ,--i .ti .--i N N 0 O - O O (M ul ul tiN I�MM //�/ N N N V/ u- l_ O >- m V _ 7-p0 NNN7 0 0 0 o u01 .�-i ONn lNl1^ON CQ ♦O♦ (/� n Ol > O N N O N CD O R Ln 7� I� M O In W m W O W C C) N G> — N m M M .--i .� 00 01 .�-i oW •� •-� O u1 c0 .� W M •r d 0000 N 070 o mi O tin m L fA N 10 O v ��vo �'000 N MOMNMO 2 E N •--� •--� O. -i �--� N N M N. -i N l0 N N V V! 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Period Revenue Bonds, Revenue Bonds, Ending Series 2020A Series 2020B Total 10/01/2021 2,959,287.77 2,777,277.42 5,736,565.19 10/01/2022 3,245,700.00 3,049,852.80 6,295,552.80 10/01/2023 3,250,200.00 3,047,858.36 6,298,058.36 10/01/2024 3,248,950.00 3,049,402.76 6,298,352.76 10/01/2025 3,247,200.00 3,046,899.26 6,294,099.26 10/01/2026 3,249,950.00 3,045,944.26 6,295,894.26 10/01/2027 3,246,950.00 3,047,259.00 6,294,209.00 10/01/2028 3,248,450.00 3,046,112.70 6,294,562.70 10/01/2029 3,249,200.00 3,044,986.10 6,294,186.10 10/01/2030 6,294,200.00 6,294,200.00 10/01/2031 6,294,800.00 6,294,800.00 10/01/2032 6,295,000.00 6,295,000.00 10/01/2033 6,294,600.00 6,294,600.00 10/01/2034 6,293,400.00 6,293,400.00 10/01/2035 6,296,200.00 6,296,200.00 10/01/2036 6,297,600.00 6,297,600.00 10/01/2037 6,297,400.00 6,297,400.00 10/01/2038 6,295,400.00 6,295,400.00 10/01/2039 6,296,400.00 6,296,400.00 10/01/2040 6,295,000.00 6,295,000.00 10/01/2041 6,296,000.00 6,296,000.00 10/01/2042 6,294,000.00 6,294,000.00 10/01/2043 6,293,800.00 6,293,800.00 10/01/2044 6,295,000.00 6,295,000.00 10/01/2045 6,297,200.00 6,297,200.00 129,671,887.77 27,155,592.66 156,827,480.43 ti LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 5 Packet Pg. 229 _— The PFM Group 11.B.1 BOND DEBT SERVICE Collier County, Florida Special Obligation Revenue Bonds, Series 2020A Period Ending Principal Coupon Interest Debt Service 10/01/2021 185,000 5.000% 2,774,287.77 2,959,287.77 10/01/2022 210,000 5.000% 3,035,700.00 3,245,700.00 10/01/2023 225,000 5.000% 3,025,200.00 3,250,200.00 10/01/2024 235,000 5.000% 3,013,950.00 3,248,950.00 10/01/2025 245,000 5.000% 3,002,200.00 3,247,200.00 10/01/2026 260,000 5.000% 2,989,950.00 3,249,950.00 10/01/2027 270,000 5.000% 2,976,950.00 3,246,950.00 10/01/2028 285,000 5.000% 2,963,450.00 3,248,450.00 10/01/2029 300,000 5.000% 2,949,200.00 3,249,200.00 10/01/2030 3,360,000 4.000% 2,934,200.00 6,294,200.00 10/01/2031 3,495,000 4.000% 2,799,800.00 6,294,800.00 10/01/2032 3,635,000 4.000% 2,660,000.00 6,295,000.00 10/01/2033 3,780,000 4.000% 2,514,600.00 6,294,600.00 10/01/2034 3,930,000 4.000% 2,363,400.00 6,293,400.00 10/01/2035 4,090,000 4.000% 2,206,200.00 6,296,200.00 10/01/2036 4,255,000 4.000% 2,042,600.00 6,297,600.00 10/01/2037 4,425,000 4.000% 1,872,400.00 6,297,400.00 10/01/2038 4,600,000 4.000% 1,695,400.00 6,295,400.00 10/01/2039 4,785,000 4.000% 1,511,400.00 6,296,400.00 10/01/2040 4,975,000 4.000% 1,320,000.00 6,295,000.00 10/01/2041 5,175,000 4.000% 1,121,000.00 6,296,000.00 10/01/2042 5,380,000 4.000% 914,000.00 6,294,000.00 10/01/2043 5,595,000 4.000% 698,800.00 6,293,800.00 10/01/2044 5,820,000 4.000% 475,000.00 6,295,000.00 10/01/2045 6,055,000 4.000% 242,200.00 6,297,200.00 75,570,000 54,101,887.77 129,671,887.77 ti LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 6 Packet Pg. 230 _— The PFM Group 11.B.1 BOND DEBT SERVICE Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B Taxable Special Obligation Bonds $20MM Par, Competitive Sale *Preliminary numbers, subject to market conditions* Period Ending Principal Coupon Interest Debt Service 10/01/2021 2,470,000 0.907% 307,277.42 2,777,277.42 10/01/2022 2,735,000 0.987% 314,852.80 3,049,852.80 10/01/2023 2,760,000 1.031% 287,858.36 3,047,858.36 10/01/2024 2,790,000 1.165% 259,402.76 3,049,402.76 10/01/2025 2,820,000 1.275% 226,899.26 3,046,899.26 10/01/2026 2,855,000 1.355% 190,944.26 3,045,944.26 10/01/2027 2,895,000 1.594% 152,259.00 3,047,259.00 10/01/2028 2,940,000 1.739% 106,112.70 3,046,112.70 10/01/2029 2,990,000 1.839% 54,986.10 3,044,986.10 25,255,000 1,900,592.66 27,155,592.66 LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 7 Packet Pg. 231 The PFMpGroup 11.B.1 BOND MATURITY TABLE Collier County, Florida Series 2020 Financing *Preliminary numbers, subject to market conditions* $10 / bond estimate for Combined COI / UWD Taxable Special Special Obligation Obligation Maturity Revenue Bonds, Revenue Bonds, Date Series 2020A Series 2020B Total 10/01/2021 185,000 2,470,000 2,655,000 10/01/2022 210,000 2,735,000 2,945,000 10/01/2023 225,000 2,760,000 2,985,000 10/01/2024 235,000 2,790,000 3,025,000 10/01/2025 245,000 2,820,000 3,065,000 10/01/2026 260,000 2,855,000 3,115,000 10/01/2027 270,000 2,895,000 3,165,000 10/01/2028 285,000 2,940,000 3,225,000 10/01/2029 300,000 2,990,000 3,290,000 10/01/2030 3,360,000 3,360,000 10/01/2031 3,495,000 3,495,000 10/01/2032 3,635,000 3,635,000 10/01/2033 3,780,000 3,780,000 10/01/2034 3,930,000 3,930,000 10/01/2035 4,090,000 4,090,000 10/01/2036 4,255,000 4,255,000 10/01/2037 4,425,000 4,425,000 10/01/2038 4,600,000 4,600,000 10/01/2039 4,785,000 4,785,000 10/01/2040 4,975,000 4,975,000 10/01/2041 5,175,000 5,175,000 10/01/2042 5,380,000 5,380,000 10/01/2043 5,595,000 5,595,000 10/01/2044 5,820,000 5,820,000 10/01/2045 6,055,000 6,055,000 75,570,000 25,255,000 100,825,000 ti LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 8 Packet Pg. 232 _— The PFM Group 11.B.1 COST OF ISSUANCE Collier County, Florida Series 2020 Financing *Preliminary numbers, subject to market conditions* $10 / bond estimate for Combined COI I UWD Cost of Issuance $/1000 Amount Costs of Issuance 5.00 504,125.00 5.00 504,125.00 LO M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 9 Packet Pg. 233 =PFM' The PFM Group 11.B.1 FORM 8038 STATISTICS Collier County, Florida Series 2020 Financing *Preliminary numbers, subject to market conditions* $10 / bond estimate for Combined COI / UWD Dated Date 11/03/2020 Delivery Date 11/03/2020 Bond Component Date Principal Coupon Bond Component: Price Issue Price Redemption at Maturity 10/01/2021 2,470,000.00 0.907% 100.000 2,470,000.00 2,470,000.00 10/01/2021 185,000.00 5.000% 103.963 192,331.55 185,000.00 10/01/2022 2,735,000.00 0.987% 100.000 2,735,000.00 2,735,000.00 10/01/2022 210,000.00 5.000% 108.267 227,360.70 210,000.00 10/01/2023 2,760,000.00 1.031% 100.000 2,760,000.00 2,760,000.00 10/01/2023 225,000.00 5.000% 112.523 253,176.75 225,000.00 10/01/2024 2,790,000.00 1.165% 100.000 2,790,000.00 2,790,000.00 10/01/2024 235,000.00 5.000% 116.644 274,113.40 235,000.00 10/01/2025 2,820,000.00 1.275% 100.000 2,820,000.00 2,820,000.00 10/01/2025 245,000.00 5.000% 120.561 295,374.45 245,000.00 10/01/2026 2,855,000.00 1.355% 100.000 2,855,000.00 2,855,000.00 10/01/2026 260,000.00 5.000% 124.005 322,413.00 260,000.00 10/01/2027 2,895,000.00 1.594% 100.000 2,895,000.00 2,895,000.00 10/01/2027 270,000.00 5.000% 127.181 343,388.70 270,000.00 10/01/2028 2,940,000.00 1.739% 100.000 2,940,000.00 2,940,000.00 10/01/2028 285,000.00 5.000% 129.207 368,239.95 285,000.00 10/01/2029 2,990,000.00 1.839% 100.000 2,990,000.00 2,990,000.00 10/01/2029 300,000.00 5.000% 131.824 395,472.00 300,000.00 10/01/2030 1.939% 100.000 10/01/2030 3,360,000.00 4.000% 125.030 4,201,008.00 3,360,000.00 10/01/2031 2.039% 100.000 10/01/2031 3,495,000.00 4.000% 124.190 4,340,440.50 3,495,000.00 10/01/2032 2.139% 100.000 10/01/2032 3,635,000.00 4.000% 123.357 4,484,026.95 3,635,000.00 10/01/2033 2.239% 100.000 10/01/2033 3,780,000.00 4.000% 122.530 4,631,634.00 3,780,000.00 10/01/2034 2.339% 100.000 10/01/2034 3,930,000.00 4.000% 122.016 4,795,228.80 3,930,000.00 10/01/2035 2.439% 100.000 10/01/2035 4,090,000.00 4.000% 121.505 4,969,554.50 4,090,000.00 10/01/2036 2.404% 100.000 10/01/2036 4,255,000.00 4.000% 121.098 5,152,719.90 4,255,000.00 10/01/2037 2.504% 100.000 10/01/2037 4,425,000.00 4.000% 120.693 5,340,665.25 4,425,000.00 10/01/2038 2.604% 100.000 10/01/2038 4,600,000.00 4.000% 120.289 5,533,294.00 4,600,000.00 10/01/2039 2.654% 100.000 10/01/2039 4,785,000.00 4.000% 119.887 5,736,592.95 4,785,000.00 10/01/2040 2.704% 100.000 10/01/2040 4,975,000.00 4.000% 119.486 5,944,428.50 4,975,000.00 10/01/2041 2.754% 100.000 10/01/2041 5,175,000.00 4.000% 118.194 6,116,539.50 5,175,000.00 10/01/2042 2.804% 100.000 10/01/2042 5,380,000.00 4.000% 117.898 6,342,912.40 5,380,000.00 10/01/2043 2.854% 100.000 10/01/2043 5,595,000.00 4.000% 117.604 6,579,943.80 5,595,000.00 10/01/2044 2.904% 100.000 10/01/2044 5,820,000.00 4.000% 117.310 6,827,442.00 5,820,000.00 10/01/2045 2.954% 100.000 10/01/2045 6,055,000.00 4.000% 117.114 7,091,252.70 6,055,000.00 100,825,000.00 116,014,554.25 100,825,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 10/01/2045 4.000% 7,091,252.70 6,055,000.00 Entire Issue 116,014,554.25 100,825,000.00 15.0020 1.7289% u7 CO) n Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 10 Packet Pg. 234 The PFMpGroup 11.B.1 FORM 8038 STATISTICS Collier County, Florida Series 2020 Financing *Preliminary numbers, subject to market conditions* $10 / bond estimate for Combined COI / UWD Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund 0.00 1,008,250.00 0.00 0.00 ti L0 M Sep 9, 2020 6:19 pm Prepared by PFM Financial Advisors LLC Page 11 Packet Pg. 235 11.B.2 COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REVENUE BONDS, SERIES 2020A and TAXABLE SPECIAL OBLIGATION REVENUE BONDS, SERIES 2020B BOND RESOLUTION Adopted September 22, 2020 Packet Pg. 236 11.B.2 TABLE OF CONTENTS PAGE ARTICLE I GENERAL SECTION 1.01. DEFINITIONS................................................................................... 1 SECTION 1.02. AUTHORITY FOR RESOLUTION .................................................. 8 SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT ............................ 8 SECTION1.04. FINDINGS......................................................................................... 8 SECTION 1.05. AUTHORIZATION OF SERIES 2020A PROJECT, REFINANCING OF PRIOR INDEBTEDNESS AND PURCHASE OF REAL PROPERTY ........................................ 10 ARTICLE II AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS ............... 11 SECTION 2.02. APPLICATION OF BOND PROCEEDS ........................................ 12 SECTION 2.03. EXECUTION OF BONDS.............................................................. 13 SECTION 2.04. AUTHENTICATION....................................................................... 13 SECTION 2.05. TEMPORARY BONDS................................................................... 13 SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST ....... 14 SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER................................................................................ 14 SECTION 2.08. FULL BOOK ENTRY FOR BONDS .............................................. 15 SECTION 2.09. FORM OF BONDS.......................................................................... 17 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION.................................................... 25 SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED ............................ 25 SECTION 3.03. NOTICE OF REDEMPTION.......................................................... 25 SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS ................................. 27 SECTION 3.05. PAYMENT OF REDEEMED BONDS ........................................... 27 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER ................... 28 SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS............................................................ 28 SECTION 4.03. REBATE FUND.............................................................................. 29 SECTION 4.04. ANTI-DILUTION............................................................................ 29 SECTION 4.05. REAL PROPERTY ACCOUNT ...................................................... 30 i Packet Pg. 237 11.B.2 SECTION 4.06. CONSTRUCTION ACCOUNT....................................................... 31 ARTICLE V COVENANTS SECTION 5.01. GENERAL....................................................................................... 33 SECTION 5.02. ANNUAL BUDGET........................................................................ 33 SECTION 5.03. ANNUAL AUDIT............................................................................ 33 SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS ........................ 33 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT................................................................. 35 SECTION 6.02. REMEDIES...................................................................................... 35 SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS......................................................................... 36 SECTION 6.04. REMEDIES CUMULATIVE.......................................................... 36 SECTION 6.05. WAIVER OF DEFAULT................................................................. 36 SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT ....................... 36 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT .................................................. 38 SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' CONSENT.................................................................................. 38 ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE................................................................................ 41 ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.01. OFFICIAL NOTICE OF SALE ....................................................... 43 SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT............................................................................. 43 SECTION 9.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR........ 43 SECTION 9.04. SECONDARY MARKET DISCLOSURE ...................................... 44 ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS........................................................................... 45 SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS ............................. 45 SECTION 10.03. VALIDATION AUTHORIZED...................................................... 45 SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS ........................... 45 ii Packet Pg. 238 11.B.2 SECTION 10.05. EFFECTIVE DATE......................................................................... 46 EXHIBIT A - EXHIBIT B EXHIBIT C - EXHIBIT D - GENERAL DESCRIPTION OF THE SERIES 2020A PROJECT FORM OF OFFICIAL NOTICE OF SALE FORM OF CONTINUING DISCLOSURE CERTIFICATE FORM OF PRELIMINARY OFFICIAL STATEMENT ti Ln M ff Packet Pg. 239 11.B.2 RESOLUTION 2020- A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $92,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REVENUE BONDS, SERIES 2020A TO FINANCE THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS AND REFINANCE CERTAIN OUTSTANDING INDEBTEDNESS OF THE COUNTY AND NOT EXCEEDING $26,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA TAXABLE SPECIAL OBLIGATION REVENUE BONDS, SERIES 2020B TO PURCHASE CERTAIN REAL PROPERTY; COVENANTING TO BUDGET AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON -AD VALOREM REVENUES TO PAY DEBT SERVICE ON THE BONDS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE BONDS; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE CHAIR FOR THE AWARD OF THE BONDS, AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE PUBLICATION OF NOTICES OF SALE FOR THE BONDS OR SUMMARIES THEREOF; 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 TO SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: ARTICLE I GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: Packet Pg. 240 11.B.2 "Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions of law. "Amortization Installments" shall mean an amount determined as such pursuant to the provisions of this Resolution and the applicable Official Notice of Sale and established with respect to Term Bonds. "Annual Audit" shall mean the annual audit prepared pursuant to the requirements of Section 5.03 hereof. "Annual Budget" shall mean the annual budget prepared pursuant to the requirements of Section 5.02 hereof. "Annual Debt Service" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Authorized Issuer Officer" shall mean the Chair, the County Manager and the Clerk and when used in reference to any act or document, also means any other person authorized by resolution of the Issuer to perform such act or sign such document. "Board" shall mean the Board of County Commissioners of Collier County, Florida. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bondholder" or "Holder" or "holder" or any similar term, when used with reference to a Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds as provided in the registration books of the Issuer. "Bonds" shall mean the Series 2020A Bonds and the Series 2020B Bonds. "Capital Projects Funds" shall mean the "Capital Projects Funds" of the Issuer as described and identified in the Annual Audit. "Chair" shall mean the Chairman of the Board or, in his or her absence or unavailability, the Vice Chairman of the Board. "Clerk" shall mean the Clerk of the Circuit Court and Comptroller for Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners of Collier County, Florida and such other person as may be duly authorized to act on her or his behalf, including any Deputy Clerk. 2 Packet Pg. 241 11.B.2 "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or proposed. "Construction Account" shall mean the fund established pursuant to Section 4.06 hereof. "Counterparty" shall mean the entity entering into a Hedge Agreement with the Issuer. Counterparty would also include any guarantor of such entity's obligations under such Hedge Agreement. "County Manager" shall mean the County Manager of the Issuer or, in his or her absence or unavailability, any Assistant County Manager or a designee of the County Manager. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non -Ad Valorem Revenues (A) all obligations of the Issuer for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) all obligations of the Issuer to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the Issuer as lessee under capitalized leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non -Ad Valorem Revenues of the Issuer; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the Issuer has covenanted to budget and appropriate sufficient Non -Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non -Ad Valorem Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of this Resolution unless the Issuer has actually used Non -Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non -Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the Issuer has not used any Non -Ad Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. "Debt Service" shall mean, at any time, the aggregate amount in the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from Bond proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such period of time, and (3) the Amortization Installments with respect to Outstanding Term Bonds coming due in such period of time. For purposes of this definition, (A) if the Bonds have 25% or more of the aggregate principal amount coming due in any one year, Debt Service shall be determined on the Bonds during such period of time as if the principal of, Amortization Installments on and interest on such Bonds were being paid from the date of incurrence 3 Packet Pg. 242 11.B.2 thereof in substantially equal annual amounts over a period of 25 years, and (B) with respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. "Federal Securities" shall mean non -callable direct obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of Treasury) or non -callable obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Financial Advisor" shall mean the Issuer's financial advisor, which as of the date hereof is PFM Financial Advisors LLC. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" shall mean Fitch Ratings, and any assigns and successors thereto. "General Fund" shall mean the "General Fund" of the Issuer as described and identified in the Annual Audit. "General Fund Revenues" shall mean total revenues of the Issuer derived from any source whatsoever and that are allocated to and accounted for in the General Fund as shown in the Annual Audit. "Hedge Agreement" shall mean an agreement in writing between the Issuer and the Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an co amount, either at one time or periodically, which may, but is not required to, be determined by reference to the amount of interest (which may be at a fixed or variable rate) payable on M debt (or a notional amount) specified in such agreement during the period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an amount, either at one o` time or periodically, which may, but is not required to, be determined by reference to the c amount of interest (which may be at a fixed or variable rate) payable on debt (or a notional amount) specified in such agreement during the period specified in such agreement. "Hedge Payments" shall mean any amounts payable by the Issuer on the debt or the related notional amount under a Qualified Hedge Agreement; excluding, however, any payments due as a penalty or by virtue of termination of a Qualified Hedge Agreement or any obligation of the Issuer to provide collateral. "Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the Issuer that are allocated to and accounted for in the Capital Projects Funds as shown in the Annual Audit. C! Packet Pg. 243 11.B.2 "Interest Date" or "interest payment date" shall be April 1 and October 1 of each year. "Issuer" or "County" shall mean Collier County, Florida. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the Annual Debt Service coming due in any Fiscal Year in which Bonds are Outstanding. "Moody's" shall mean Moody's Investors Service, and any assigns and successors thereto. "MSTD Revenues" shall mean all revenues of the Issuer derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area Municipal Services Taxing District ("MSTD") Fund as shown in the Annual Audit. "Non -Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD Revenues, other than revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments required herein. "Official Notice of Sale" shall mean the Official Notice of Sale for the Series 2020A Bonds or the Official Notice of Sale for the Series 2020B Bonds, as the case may be, as described in Section 9.01 hereof, the form of which is attached hereto as Exhibit B. "Outstanding," when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any Bond in lieu of which other Bond or Bonds have been issued under Section 2.06 hereof to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections 2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof and (4) Bonds cancelled after purchase in the open market or because of payment at, or redemption prior to, maturity. "Paying Agent" shall mean the paying agent appointed by the Issuer for the Bonds and its successor or assigns, if any. The Paying Agent initially shall be UMB Financial Corporation. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Prerefunded Obligations" shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations 5 Packet Pg. 244 11.B.2 by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund held by a fiduciary consisting only of cash or Federal Securities, secured in substantially the manner set forth in Section 8.01 hereof, which fund may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities, which have been deposited in such fund along with any cash on deposit in such fund are sufficient, as verified by an independent certified public accountant or other expert in such matters, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in clause (1) above and are not available to satisfy any other claims, including those against the fiduciary holding the same, and (4) which are rated in the highest rating category (without regard to gradations, such as "+" or "-" or "1, 2 or 3" of such categories) of one of the Rating Agencies. "Prior Indebtedness" shall mean the Collier County, Florida Revenue Note, Draw No. A-1-1 (JPMorgan Chase Bank), previously issued to finance certain costs related to the Issuer's amateur sports complex. "Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to which the Issuer has received written notice from at least two of the Rating Agencies that the rating of the Counterparty is not less than "A." "Rating Agencies" means Fitch, Moody's and Standard & Poor's. "Real Property" shall mean (1) approximately 967 acres of property known as the Hussey Property or the HHH Ranch, located within the Rural Fringe Mixed Use District approximately three miles east of Collier Boulevard and directly north of Alligator Alley, and (2) approximately 1,046 acres of property known as the Camp Keais Property located within the Rural Lands Stewardship Area Overlay District southeast of the intersection of Camp Keais Road and Oil Well Road approximately a mile east of Ave maria Boulevard, all as more particularly described in the plans and specifications on file with the Issuer, as the same may be amended and supplemented from time to time. "Real Property Account" shall mean the Real Property Account established in Section 4.05 hereof. hereof. "Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.03 I Packet Pg. 245 11.B.2 "Redemption Price" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunding Securities" shall mean Federal Securities and Prerefunded Obligations. "Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds and its successor or assigns, if any. The initial Registrar shall be UMB Financial Corporation. "Resolution" shall mean this Resolution, as the same may from time to time be amended, modified or supplemented by Supplemental Resolution. "Serial Bonds" shall mean all of the Bonds other than the Term Bonds. "Series" shall mean all of the Bonds of either the Series 2020A Bonds or the Series 2020B Bonds, as the case may be. "Series 2020A Bonds" shall mean the Collier County, Florida Special Obligation Revenue Bonds, Series 2020A. "Series 2020A Project" shall mean the acquisition, construction and equipping of various capital improvements within the Issuer, as such improvements are generally described in Exhibit A hereto and more particularly described in the plans and specifications on file with the Issuer, as the same may be amended and/or supplemented from time to time. "Series 2020B Bonds" shall mean the Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B. "Standard and Poor's" or "S&P" shall mean Standard and Poor's Ratings Services, and any assigns and successors thereto. "State" shall mean the State of Florida. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 7.01 and 7.02 hereof. "Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby. "Unincorporated Area Municipal Services Taxing District Fund" shall mean the "Unincorporated Area Municipal Services Taxing District ("MSTD") Fund" of the 7 Packet Pg. 246 11.B.2 "Special Revenue Funds" of the Issuer as such Funds are described and identified in the Annual Audit. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other gender. Words importing the singular number include the plural number, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby determined that adoption of this Resolution is necessary to carry out the powers, purposes and duties expressly provided in the Act, that each and every matter and thing as to which provision is made herein is necessary in order to carry out and effectuate the purposes of the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose of the Act, and that the powers of the Issuer herein exercised are in each case exercised in accordance with the provisions of the Act and in furtherance of the purposes of the Issuer. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Bonds. The pledge made in the Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds but only in accordance with the terms hereof. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Issuer previously issued the Prior Indebtedness to finance various costs related to the Issuer's amateur sports complex. (B) The Prior Indebtedness was issued as interim indebtedness and bears interest at a variable rate of interest; upon the advice of the Financial Advisor and under current interest rate market conditions, the Issuer hereby deems it to be in its best interests to refinance the Prior Indebtedness with longer term, fixed interest rate debt. Packet Pg. 247 11.B.2 (C) The Issuer has various capital improvement needs in the form of the Series 2020A Project which are required to improve and maintain the health, safety and welfare of the citizens of the Issuer. (D) The Issuer hereby determines it to be in the best interest of the Issuer and its citizens to purchase the Real Property and to finance the costs thereof through the issuance of taxable debt in order to provide the Issuer with flexibility with respect to future uses of the Real Property and such purchase constitutes a valid public purpose under applicable Florida law. (E) Upon the advice of the Financial Advisor and in light of the current interest rate market, the Issuer deems it to be in its best interest to issue the Series 2020A Bonds in order to finance costs of the Series 2020A Project and to refinance the Prior Indebtedness and to issue the Series 2020B Bonds in order to acquire the Real Property, all in the manner and to the extent provided herein. (F) In accordance with Section 218.385, Florida Statutes, and pursuant to this Resolution, each Series of Bonds shall be advertised for competitive bids pursuant to an Official Notice of Sale, the form of which is attached hereto as Exhibit B, or a summary thereof. (G) Pursuant to the Official Notice of Sale for the Series 2020A Bonds, competitive bids for the purchase of the Series 2020A Bonds received in accordance with such Official Notice of Sale on or prior to 10:30 a.m., Eastern daylight savings time, on October 7, 2020, or such other date or time as is determined by the Chair in accordance with the terms and provisions hereof and of the Official Notice of Sale for the Series 2020A Bonds, shall be publicly opened and announced. (H) Pursuant to the Official Notice of Sale for the Series 2020B Bonds, competitive bids for the purchase of the Series 2020B Bonds received in accordance with such Official Notice of Sale on or prior to 11:00 a.m., Eastern daylight savings time, on October 7, 2020, or such other date or time as is determined by the Chair in accordance with the terms and provisions hereof and of the Official Notice of Sale for the Series 2020B Bonds, shall be publicly opened and announced. (I) Due to the present volatility and uncertainty of the market for municipal obligations such as the Bonds, it is desirable for the Issuer to be able to advertise and award the Bonds at the most advantageous time and date instead of restricting the sale and award to the date of a particular meeting of the Board; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Bonds to the Chair within the parameters described herein. (J) It is necessary and appropriate that the Issuer determine certain parameters for the terms and details of the Bonds and to delegate certain authority to the Chair for the Z Packet Pg. 248 11.B.2 award of the Bonds and the approval of the terms of the Bonds in accordance with the provisions hereof and of each Official Notice of Sale. (K) In the event Bond Counsel shall determine that either Series of Bonds have not been awarded competitively in accordance with the provisions of Section 218.385, Florida Statutes, the Issuer shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of such Series of Bonds in accordance with said Section 218.385. (L) The Bonds shall be secured solely by a covenant of the Issuer, subject to certain conditions set forth herein, to budget and appropriate from Non -Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Bonds, when due. (M) The principal of and interest on the Bonds to be issued pursuant to this Resolution and all other payments provided for in this Resolution will be paid solely from Non -Ad Valorem Revenues in accordance with the terms hereof and the ad valorem taxing power of the Issuer will never be necessary or authorized to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution or to make any other payments provided for in this Resolution and the Bonds shall not constitute a lien upon any property whatsoever of or in the Issuer. SECTION 1.05. AUTHORIZATION OF SERIES 2020A PROJECT, REFINANCING OF PRIOR INDEBTEDNESS AND PURCHASE OF REAL PROPERTY. The financing of costs of the Series 2020A Project and the refinancing of the Prior Indebtedness in order to establish a fixed interest rate and longer repayment term is hereby authorized. The purchase of the Real Property is hereby authorized. [Remainder of page intentionally left blank] 10 Packet Pg. 249 11.B.2 ARTICLE II AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF BONDS SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS. (A) This Resolution creates two issues of Bonds of the Issuer to be designated as (i) "Collier County, Florida Special Obligation Revenue Bonds, Series 2020A," issued in the aggregate principal amount of not exceeding $92,000,000, and (ii) "Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B," issued in the aggregate principal amount of not exceeding $26,000,000. The Chair is authorized to modify the series designation of either Series of such Bonds, in his discretion, prior to the issuance thereof. The Chair shall determine the aggregate principal amount of each Series of the Bonds prior to their issuance in accordance with the Official Notice of Sale provided such principal amount does not exceed $92,000,000 for the Series 2020A Bonds and $26,000,000 for the Series 2020B Bonds. The Series 2020A Bonds are issued for the principal purposes of financing costs of the Series 2020A Project, refinancing the Prior Indebtedness and paying certain costs of issuance incurred with respect to the Series 2020A Bonds and the Series 2020B Bonds are issued for the principal purposes of financing costs of the purchase of the Real Property and paying certain costs of issuance incurred with respect to the Series 2020B Bonds. The Bonds shall be dated as of their date of delivery (or such other date as the Chair may determine), shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall be issued in the form of fully registered Bonds in denominations of $5,000 and any integral multiple thereof, shall be initially in book -entry only form of registration, shall bear interest from their date of delivery (or such other date as the Chair may determine), payable semi-annually on each Interest Date, commencing on April 1, 2021 (or such other date as the Chair may determine). The Bonds shall bear interest computed on the basis of a 360-day year consisting of twelve 30-day months. The 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, except as otherwise provided herein, shall have such redemption provisions, all as determined by the Chair in accordance with each Official Notice of Sale, upon the advice of the Financial Advisor, subject to the conditions set forth in this Section 2.01. The final maturity of the Series 2020A Bonds shall not be later than October 1, 2045. The final maturity of the Series 2020B Bonds shall not be later than October 1, 2030. All of the terms of the Bonds will be included in a certificate to be executed by the Chair or other Authorized Issuer Officer following the award of the Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. The principal of, or Redemption Price, if applicable, on the Bonds is payable at the designated corporate office of the Paying Agent, except as otherwise provided pursuant to the provisions of Section 2.08 hereof. Interest payable on any Bond on any Interest Date 11 Packet Pg. 250 11.B.2 will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or at the request of such Holder, by bank wire transfer for the account of such Holder. All payments of principal of, or Redemption Price, if applicable, and interest on the Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. (B) The Chair, on behalf of the Issuer and only in accordance with the terms hereof and of the applicable Official Notice of Sale, shall award each Series of the Bonds to the underwriter or underwriters that submit a bid proposal which complies in all respects with this Resolution and the applicable Official Notice of Sale and offers to purchase such Series of the Bonds at the lowest true interest cost to the Issuer, as calculated by the Financial Advisor in accordance with the terms and provisions of the applicable Official Notice of Sale; provided, however, a Series of Bonds shall not be awarded to any bidder unless the true interest cost set forth in the winning bid (as calculated by the Financial Advisor) is equal to or less than 4.00%. In accordance with the provisions of each Official Notice of Sale, the Chair may, in his or her sole discretion, reject any and all bids. (C) The Series 2020A Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in this Resolution, and upon the terms and provisions as shall be determined by the Chair, upon the advice of the Financial Advisor. Notwithstanding the foregoing, with respect to any optional redemption terms for the Series 2020A Bonds, the first call date may be no later than October 1, 2030, and there may not be any call premium. The Chair, upon the advice of the Issuer's Financial Advisor, shall also determine which Series 2020A Bonds, if any, shall be subject to optional redemption and may determine that none of the Series 2020A Bonds will be subject to optional redemption. Term Bonds and the Amortization Installments thereto may be established for the Series 2020A Bonds in accordance with the terms of each Official Notice of Sale. The Series 2020B Bonds shall not be subject to redemption prior to maturity. SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds derived from the sale of the Bonds, including premium, if any, shall be applied by the Issuer as follows: (A) A sufficient amount of the Series 2020A Bond proceeds shall be deposited to the Construction Account to be applied to pay costs of the Series 2020A Project. (B) A sufficient amount of the Series 2020A Bond proceeds, together with other legally available moneys of the Issuer, shall be transmitted to the holder of the Prior Indebtedness to prepay, in whole, all of the outstanding Prior Indebtedness. 12 Packet Pg. 251 11.B.2 (C) A sufficient amount of the Series 2020B Bond proceeds shall be deposited to the Real Property Account to be applied to purchase the Real Property. (D) The balance of the Series 2020A Bond proceeds and the Series 2020B Bond proceeds shall be used to pay costs and expenses relating to the issuance of the respective Series of Bonds. SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Chair and the official seal of the Issuer shall be imprinted thereon, attested with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.09 hereof. SECTION 2.05. TEMPORARY BONDS. Until definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same Series, aggregate principal amount and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all 13 Packet Pg. 252 11.B.2 respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Registrar. SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights to the same extent as all other Bonds issued hereunder. SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same Series and maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by his attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed 14 Packet Pg. 253 11.B.2 and guaranteed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same Series, aggregate principal amount and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Bonds, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for the Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Chair and Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding an Interest Date on the Bonds or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the provisions set forth in Section 2.07 hereof, the Bonds shall be initially issued in the form of a separate single certificated fully registered bond certificate for each maturity of each Series of the Bonds. Upon initial issuance, the ownership of each such Bond shall be 15 Packet Pg. 254 11.B.2 registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). All of the Outstanding Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. As long as the Bonds shall be registered in the name of Cede & Co., all payments of principal on the Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Bonds, upon presentation of the Bonds to be paid, to the Paying Agent. With respect to the Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book -entry program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the 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 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 applicable, or interest on the Bonds. The Issuer, the Registrar and the Paying Agent shall treat and consider the Person in whose name each 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 applicable, 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 applicable, and interest on the 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, Redemption Price, if applicable, and interest on the 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 applicable, and interest pursuant to the provisions of this Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in Section 2.07 with respect to transfers during the 15 days next preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co." 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. 16 Packet Pg. 255 11.B.2 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 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 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book -entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer of all applicable policies and procedures of DTC regarding discontinuance of the book entry registration system, the Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions of this Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate, transfer and exchange the Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry only system is discontinued, the provisions set forth in the Blanket Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal of, Redemption Price, if applicable, and interest on the Bonds. SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Chair prior to the issuance thereof (which necessity and/or desirability and approval shall be presumed by such officer's execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereof): [Remainder of page intentionally left blank] 17 Packet Pg. 256 11.B.2 UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA [TAXABLE] SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2020[A] [B] Interest Maturity Date of CUSIP Rate Date Original Issue Number Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a o political subdivision of the State of Florida (the "Issuer"), for value received, hereby N promises to pay, solely from the Non -Ad Valorem Revenues hereinafter described, to the d Registered Holder identified above, or registered assigns as hereinafter provided, on the co Maturity Date identified above, the Principal Amount identified above and to pay interest on such Principal Amount from the Date of Original Issue identified above or from the Ln most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on April 1 and October 1 of each year commencing April 1, 2021 0` until such Principal Amount shall have been paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount on this Bond is payable at the designated corporate office of UMB Financial Corporation, Dallas, Texas, as Paying Agent. Payment of each installment of interest shall be made to the person in whose name this Bond shall be registered on the registration books of the Issuer maintained by UMB Financial Corporation, Dallas, Texas, as Registrar, at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of such Paying Agent mailed to such Registered Holder at ." Packet Pg. 257 11.B.2 the address appearing on such registration books or, at the request of such Registered Holder, by bank wire transfer for the account of such Holder. Interest shall be calculated on the basis of a 360-day year of twelve 30-day months. This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $ (the 'Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and a resolution duly adopted by the Board of County Commissioners of the Issuer, on September 22, 2020, as the same may be amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Resolution. [The Bonds are being issued to finance costs of various capital improvements and to refinance certain outstanding indebtedness of the Issuer.] [The Bonds are being issued to finance the purchase of certain real property.] Pursuant to the Resolution, the Issuer has covenanted to appropriate in its annual c budget, by amendment, if necessary, such amounts of Non -Ad Valorem Revenues which N are not otherwise pledged, restricted or encumbered, as shall be necessary to pay the CD N principal of and interest on the Bonds when due and all required rebate payments. Such a covenant to appropriate Non -Ad Valorem Revenues is not a pledge by the Issuer of such Cn Non -Ad Valorem Revenues and is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered a into (including the payment of debt service on bonds or other debt instruments) and also to CD N the payment of services and programs which are for essential public purposes affecting the N health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by i applicable law. co IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND M THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE NOT PLEDGED o TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT �°�, TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE 13 ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR c AGENCY THEREOF, TO THE PAYMENT OF SUCH PRINCIPAL, PREMIUM, IF m ANY, AND INTEREST. THIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, BUT SHALL BE PAYABLE SOLELY FROM THE AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS DESCRIBED ABOVE AND AS a PROVIDED IN THE RESOLUTION. The Issuer has established a book -entry system of registration for the Bonds. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf 19 Packet Pg. 258 11.B.2 of the beneficial owner thereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. This Bond is transferable in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar by the Registered Holder hereof in person or by his attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered Bonds in the denomination of $5,000 and any integral multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of the Bonds during the fifteen (15) days next preceding an interest payment date or, in the case of any proposed redemption of Bonds, then, for the Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. (INSERT REDEMPTION PROVISIONS) Redemption of this Bond under the preceding paragraphs shall be made as provided in the Resolution upon notice given by first class mail sent at least 30 days prior to the redemption date to the Registered Holder hereof at the address shown on the registration books maintained by the Registrar; provided, however, that failure to mail notice to the Registered Holder hereof, or any defect therein, shall not affect the validity of the proceedings for redemption of other Bonds as to which no such failure or defect has occurred. In the event that less than the full principal amount hereof shall have been called for redemption, the Registered Holder hereof shall surrender this Bond in exchange for one or more Bonds in an aggregate principal amount equal to the unredeemed portion of principal, as provided in the Resolution. As long as the book -entry only system is used for determining beneficial ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC Participants, who will in turn be responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant to notify the beneficial owner of any such notice, will not affect the validity of the redemption of the Bonds. Reference to the Resolution and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the 20 Packet Pg. 259 11.B.2 pledge and covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and covenants, and the rights, duties, immunities and obligations of the Issuer. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed, in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does not violate any constitutional or statutory limitations or provisions. Neither the Chair nor the members of the Board of County Commissioners of the Issuer nor any person executing this Bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Chairman of the Board of County Commissioners and attested by the manual or facsimile signature of the Clerk of the Circuit Court and Comptroller for Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners, and its official seal or a facsimile thereof to be affixed or reproduced hereon, all Date of Original Issue. COLLIER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTESTED: Clerk of the Circuit Court and Comptroller for Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners Approved as to Form and Legal Sufficiency: County Attorney ti Ln M 21 Packet Pg. 260 11.B.2 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the Issue described in the within -mentioned Resolution. DATE OF AUTHENTICATION: Registrar By: Authorized Officer 22 Packet Pg. 261 11.B.2 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 23 Packet Pg. 262 11.B.2 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. 24 Packet Pg. 263 11.B.2 ARTICLE III REDEMPTION OF BONDS SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this Article III shall apply to redemption of Bonds. (B) The Bonds may be subject to such optional and mandatory sinking fund redemption provisions as are determined by the Chair in accordance with Section 2.01 hereof and as set forth in the Official Statement. SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the Series and principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity of a Series, the particular Bonds or portions of Bonds to be redeemed shall be selected not less than 35 days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. Notwithstanding the foregoing, in the event that less than the entire principal amount of a Term Bond is to be optionally redeemed, the Issuer shall determine how the principal amount of such refunded Term Bond is to be allocated to the Amortization Installments for the Term Bond and shall notify the Paying Agent and Registrar of such allocation. If less than all of the Outstanding Bonds of a single maturity of a Series are to be co redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds M selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. o` SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption, a°, which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date oc and place for redemption, shall be given by the Registrar on behalf of the Issuer, and c (A) shall be filed with the Paying Agent of such Bonds, (B) shall be mailed first class, m postage prepaid, not less than 30 days prior to the redemption date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities a depositories and two or more nationally recognized municipal bond information services as hereinafter provided in this Section 3.03. Failure to mail such notice to such depositories or services or the Holders of the Bonds to be redeemed, or any defect therein, shall not 25 Packet Pg. 264 11.B.2 affect the proceedings for redemption of Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Bonds. Each notice of redemption shall state: (1) the CUSIP numbers and any other distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (8) that on such redemption date there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, (9) that the Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price at the designated office of the Registrar at an address specified, (10) the name and telephone number of a person designated by the Registrar to be responsible for such redemption, (11) unless sufficient funds have been set aside by the Issuer for such purpose prior to the mailing of the notice of redemption, that such redemption is conditioned upon the deposit of sufficient funds for such purpose on or prior to the date set for redemption, and (12) any other conditions that must be satisfied prior to such redemption. In addition to the mailing of the notice described above, each notice of redemption and payment of the Redemption Price shall meet the following requirements; provided, however, the failure to provide such further notice of redemption or to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above: (A) Each further notice of redemption shall be sent by certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to two or more national information services which disseminate notices of prepayment or redemption of obligations such as the Bonds (such information services now being called Financial Information, Inc.'s "Daily Called Bond Service," Jersey City, New Jersey, Kenny Information Service's "Called Bond Service," New York, New York, Moody's "Municipal and Government," New York, New York and Standard & Poor's "Called Bond Record," New York, New York). (B) Each further notice of redemption shall be sent to such other Person, if any, as shall be required by applicable law or regulation. 26 Packet Pg. 265 11.B.2 The Issuer may provide that a redemption will be contingent upon the occurrence of certain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Bondholders as soon as practicable but in no event later than three business days following knowledge by the Issuer and/or the Registrar that the condition for redemption has not or will not occur. SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of any authorized denomination, as requested by such Holder in the same Series and in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. [Remainder of page intentionally left blank] 27 Packet Pg. 266 11.B.2 ARTICLE IV SECURITY; FUNDS; COVENANTS OF THE ISSUER SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from amounts budgeted and appropriated by the Issuer from Non -Ad Valorem Revenues in accordance with Section 4.02 hereof. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the Issuer except from the Non -Ad Valorem Revenues in the manner and to the extent provided herein. SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE; PAYMENT OF BONDS. During such time as any of the Bonds are outstanding hereunder or any amounts due hereunder or with respect to the Bonds remain unpaid or outstanding, the Issuer covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to (A) pay principal of and interest on the Bonds when due, and (B) pay all required deposits to the Rebate Fund pursuant to Section 4.03 hereof. Such covenant and agreement on the part of the Issuer to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant to maintain any services or programs, now provided or maintained by the Issuer, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Issuer from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Bonds, in the manner described herein, Non -Ad Valorem Revenues and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; Packet Pg. 267 11.B.2 and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the Issuer or which are legally mandated by applicable law. The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds, solely from funds budgeted and appropriated as described in this Section 4.02, on or prior to the date designated for payment of any principal of or interest on the Bonds, sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such moneys for payment of the principal and interest on the Bonds when due. SECTION 4.03. REBATE FUND. The Issuer covenants and agrees to establish a special fund to be known as the "Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2020A Rebate Fund," which shall be held in trust by the Issuer and used solely to make required rebates to the United States (except to the extent the same may be used to pay debt service on the Series 2020A Bonds) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to the Series 2020A Bonds, including, but not limited to: (A) making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B) depositing the amount determined in clause (A) above into the Rebate Fund; (C) paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D) keeping such records of the determinations made pursuant to this Section 4.03 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Series 2020A Bonds. The provisions of the above -described arbitrage certificates may be amended without the consent of any Holder from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. SECTION 4.04. ANTI -DILUTION. During such time as any Bonds are Outstanding hereunder, the Issuer agrees and covenants with the Bondholders that upon the issuance of any subsequent Debt (1) Non -Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Bonds and maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Bonds and maximum annual debt service for all Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of (a) ad valorem 29 Packet Pg. 268 11.B.2 tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Bonds or Debt. The calculations required by clauses (1) and (2) above shall be determined using the average of actual Non -Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee Proceeds for the prior two Fiscal Years based on the Issuer's Annual Audits. For purposes of the calculations required by clauses (1) and (2) above, Maximum Annual Debt Service on the Bonds and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in this Section 4.04, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately following sentence, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years from its original date of issuance on an approximately level debt service basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. With respect to debt service on any Debt with respect to which the Issuer elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date, but only to the extent that the Issuer reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. SECTION 4.05. REAL PROPERTY ACCOUNT. The Issuer covenants and agrees to establish a special account to be known as the "Collier County, Florida Taxable Special Obligation Revenue Bond, Series 2020B Real Property Account," which shall be used only for costs related to the purchase of the Real Estate. The Issuer may establish separate subaccounts within the Real Property Account. Moneys in the Real Property Account, until applied in payment of any item of the costs of the purchase of the Real Property in the manner hereinafter provided, shall be subject to a lien and charge in favor of the Holders of the Series 2020B Bonds and for the further security of such Holders. There shall be paid into the Real Property Account the amounts required to be so paid by the provisions of this Resolution, and there may be paid into the Real Property 30 Packet Pg. 269 11.B.2 Account, at the option of the Issuer, any moneys received for or in connection with the purchase of the Real Property by the Issuer from any other source. Any moneys received by the Issuer from the State or from the United States of America or any agencies thereof for the purpose of financing part of the purchase of the Real Property shall be deposited into the Real Property Account and used in the same manner as other Series 2020B Bond proceeds are used therein; provided that separate accounts or subaccounts may be established in the Real Property Account for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State law. The Issuer shall keep records of such disbursements and payments and shall retain all such records for such period of time as required by applicable law. The Issuer shall make available the records at all reasonable times for inspection by any Holder of any of the Series 2020B Bonds or the agent or representative of any Holder of any of the Series 2020B Bonds. Notwithstanding any of the other provisions of this Section 4.05, to the extent that other moneys are not available therefor, amounts in the Real Property Account shall be applied to the payment of principal and interest on the Series 2020B Bonds. The date of completion of the purchase of the Real Estate shall be documented by an Authorized Issuer Officer in the appropriate records of the Issuer. Promptly after the date of such completion and after paying or making provision for the payment of all unpaid items of the costs related to the purchase of the Real Property, the Issuer shall apply any balance of moneys remaining in an account in the Real Property Account to pay debt service on the Series 2020B Bonds or shall be applied for any other capital project or improvement of the Issuer that is approved by the Board. SECTION 4.06. CONSTRUCTION ACCOUNT. The Issuer covenants and agrees to establish, a special account to be known as the " Collier County, Florida Special Obligation Revenue Bonds, Series 2020A Construction Account," which shall be used only for payment of costs of the Series 2020A Project. The Issuer may establish separate accounts within the Construction Account. Moneys in the Construction Account, until applied in payment of any item of costs of the Series 2020A Project in the manner hereinafter provided, shall be subject to a lien and charge in favor of the Holders of the Series 2020A Bonds and for the further security of such Holders. There shall be paid into the Construction Account the amounts required to be so paid by the provisions of this Resolution and there may be paid into the Construction Account, at the option of the Issuer, any moneys received for or in connection with the Series 2020A Project by the Issuer from any other source. 31 Packet Pg. 270 11.B.2 The proceeds of insurance maintained pursuant to this Resolution against physical loss of or damage to the Series 2020A Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the Construction Account. Any moneys received by the Issuer from the State or from the United States of America or any agencies thereof for the purpose of financing part of the costs the Series 2020A Project shall be deposited into the Construction Account and used in the same manner as other Series 2020A Bond proceeds are used therein; provided that separate accounts or subaccounts may be established in the Construction Account for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State law. The Issuer covenants that the acquisition, construction and installation of the Series 2020A Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disbursements or payments from the Construction Account to pay costs of the Series 2020A Project. The Issuer shall keep records of such disbursements and payments and shall retain all such records for such period of time as required by applicable law. The Issuer shall make available the records at all reasonable times for inspection by any Holder of any of the Series 2020A Bonds or the agent or representative of any Holder of any of the Series 2020A Bonds. Notwithstanding any of the other provisions of this Section 4.06, to the extent that other moneys are not available therefor, amounts in the Construction Account shall be applied to the payment of principal and interest on the Series 2020A Bonds, when due. The date of completion of the acquisition, construction and equipping of the Series 2020A Project shall be documented by an Authorized Issuer Officer in the appropriate records of the Issuer. Promptly after the date of such completion and after paying or making provision for the payment of all unpaid items of the costs of such Series 2020A Project, the Issuer shall apply any balance of moneys remaining in the Construction Account to pay debt service on the Series 2020A Bonds or shall be applied for any other capital project or improvement of the Issuer that is approved by the Board. [Remainder of page intentionally left blank] 32 Packet Pg. 271 11.B.2 ARTICLE V COVENANTS SECTION 5.01. GENERAL. The Issuer hereby makes the following covenants, in addition to all other covenants in this Resolution, with each and every successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding. SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. If for any reason the Issuer shall not have adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted. The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Issuer to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. Each Annual Audit shall be in conformity with generally accepted accounting principles as applied to governmental entities. The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon written request. The Issuer shall be permitted to make a reasonable charge for furnishing such information to such Holder or Holders. SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The Issuer covenants with the Holders of the Series 2020A Bonds that it shall not use the proceeds of the Series 2020A Bonds in any manner which would cause the interest on such Series 2020A Bonds to be or become included in gross income for purposes of federal income taxation. The Issuer covenants with the Holders of the Series 2020A Bonds that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of the Series 2020A Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the Series 2020A Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on the Series 2020A Bonds to become subject to inclusion within gross income for purposes of federal income taxation. 33 Packet Pg. 272 11.B.2 The Issuer hereby covenants with the Holders of the Series 2020A Bonds that it will comply with all provisions of the Code necessary to maintain the exclusion from gross income of interest on the Series 2020A Bonds for purposes of federal income taxation, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. [Remainder of page intentionally left blank] 34 Packet Pg. 273 11.B.2 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default": (A) Default shall be made in the payment of the principal of, Redemption Price, if applicable, or interest on any Bond when due. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. (C) The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of 30 days after written notice of such default shall have been received from the Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding. Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until default has been corrected. SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the I- provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of o` competent jurisdiction, protect and enforce any and all rights under the Laws of the State, or granted and contained in this Resolution, and may enforce and compel the performance N of all duties required by this Resolution or by any applicable statutes to be performed by W the Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver r- shall have the right to declare the Bonds immediately due and payable. ° m The Holder or Holders of Bonds in an aggregate principal amount of not less than 25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the 35 Packet Pg. 274 11.B.2 Holders of not less than 25% in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of such appointment shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then Outstanding have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder with respect to the Bonds owned by such Holders, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds that were not parties to such direction. SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any ) Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 6.02 to the Bondholders may be M exercised from time to time, and as often as may be deemed expedient. SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all moneys received from the Issuer for payment of the Outstanding Bonds as follows and in the following order: A. To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver and Registrar hereunder; B. To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds, as follows: (1) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: 36 Packet Pg. 275 11.B.2 FIRST: to the payment to the Persons entitled thereto of all installments of interest then due (other than interest on Bonds for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution). (2) If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. [Remainder of page intentionally left blank] 37 Packet Pg. 276 11.B.2 ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A) To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B) To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C) To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. (D) To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (E) To specify and determine the matters and things referred to in Section 2.01 hereof and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first delivery of the Bonds. (F) To make any other change that, in the reasonable opinion of the Issuer, would not materially adversely affect the interests of the Holders of the Bonds. SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' CONSENT. Subject to the terms and provisions contained in this Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified maturity Packet Pg. 277 11.B.2 remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 7.02. No Supplemental Resolution may be approved or adopted which shall permit or require, without the consent of all affected Bondholders, (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (D) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any Supplemental Resolution as authorized in Section 7.01 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 7.02 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.02. Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.02, this Resolution shall be deemed to be modified and amended in 39 Packet Pg. 278 11.B.2 accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. [Remainder of page intentionally left blank] .E Packet Pg. 279 11.B.2 ARTICLE VIII DEFEASANCE SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of any Bonds, the principal and interest or Redemption Price due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, all covenants, agreements and other obligations of the Issuer to the holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for payment or redemption of any Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto shall be deemed to have been paid within the meaning of this Section 8.01 if (i) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (ii) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount that the principal of and the interest on which, when due, will provide moneys which, together with the moneys, if any, deposited with such banking institution or trust company at the same time shall be sufficient, to pay the principal of, Redemption Price, if applicable and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Except as hereafter provided, neither the Refunding Securities nor any moneys so deposited with such banking institution or trust company nor any moneys received by such bank or trust company on account of principal of or interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price of the Bonds for the payment of which they were deposited and the interest accruing thereon to the date of redemption or maturity, as the case may be; provided, however, the Issuer may substitute new Refunding Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding Securities and moneys are sufficient to pay the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds. If Bonds are not to be redeemed or paid within 60 days after any such defeasance described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 8.01 and stating such maturity date upon which moneys are to be available for the payment of the principal of and interest on or Redemption Price 41 Packet Pg. 280 11.B.2 of said Bonds. Failure to provide said notice shall not affect the Bonds being deemed to have been paid in accordance with the provisions of this Section 8.01. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. [Remainder of page intentionally left blank] ti Ln M 42 Packet Pg. 281 11.B.2 ARTICLE IX PROVISIONS RELATING TO BONDS SECTION 9.01. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit B and the terms and provisions thereof are hereby authorized and approved. The Chair is hereby authorized to make such changes, insertions and modifications as he or she shall deem necessary prior to the advertisement of an Official Notice of Sale or a summary thereof. The Chair is hereby authorized to advertise and publish the Official Notices of Sale or a summary thereof at such time as he or she shall deem necessary and appropriate, upon the advice of the Financial Advisor and Bond Counsel, to accomplish the competitive sale of the Bonds in accordance with applicable law. There shall be one Official Notice of Sale for the Series 2020A Bonds and one Official Notice of Sale for the Series 2020B Bonds unless the Chair, upon the advice of the Financial Advisor and Bond Counsel, determine that one Official Notice of Sale is advisable and sufficient to carry -out the sales of both Series of Bonds. SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit D in connection with the offering of the 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, any Authorized Issuer Officer is hereby authorized to approve such insertions, changes and modifications. Any Authorized Issuer Officer 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 an Authorized Issuer Officer deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. (B) Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, the Chair is hereby authorized and directed to execute and deliver a final Official Statement, dated the date of the sale of the Bonds, which shall be in substantially the form of the Preliminary Official Statement relating to the Bonds, in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the Chair. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chair, and the information contained therein are hereby authorized to be used in connection with the sale of the Bonds to the public. Execution by the Chair of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. SECTION 9.03. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in Section 2.01 hereof, UMB Financial Corporation is hereby designated Registrar and Paying 43 Packet Pg. 282 11.B.2 Agent for the Bonds. Any Authorized Issuer Officer is hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 9.03 and by this Resolution. SECTION 9.04. SECONDARY MARKET DISCLOSURE. Subject to the satisfaction in all respects with the conditions set forth in Section 2.01 hereof, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of Rule 15c2-12 of the Security and Exchange Commission (the "Rule"), it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate (the "Disclosure Certificate") to be executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended from time to time in accordance with the terms thereof. The Disclosure Certificate shall be substantially in the form attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions as shall be approved by the Chair who is hereby authorized to execute and deliver such Disclosure Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Disclosure Certificate shall not be considered an event of default hereunder; provided, however, any 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 9.04 and the Disclosure Certificate. For purposes of this Section 9.04 "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 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. [Remainder of page intentionally left blank] Packet Pg. 283 11.B.2 ARTICLE X MISCELLANEOUS SECTION 10.01. SALE OF BONDS. The Bonds shall be issued and sold at public or private sale at one time or in installments from time to time and at such price or prices as shall be consistent with the provisions of the Act, the requirements of this Resolution and other applicable provisions of law. SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. SECTION 10.03. VALIDATION AUTHORIZED. To the extent deemed necessary by Bond Counsel or desirable by the County Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of the Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS. All ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. [Remainder of page intentionally left blank] 45 Packet Pg. 284 11.B.2 SECTION 10.05. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 22nd day of September, 2020. COLLIER COUNTY, FLORIDA (SEAL) Chairman, Board of County Commissioners ATTEST: Crystal K. Kinzel Clerk of the Circuit Court and Comptroller for Collier County, Florida and Ex-Officio Clerk of the Board of County Commissioners Approved as to Form and Legality: County Attorney ti Ln M 46 Packet Pg. 285 11.B.2 1y►:4II11111WR General Description of the Series 2020A Project The Series 2020A Project includes various capital improvements including but not limited to the following, as more particularly described in the plans and specifications on file with the Issuer and as the same may be amended and/or supplemented from time to time. Proceeds of the Series 2020A Bonds may be used for any portion of the following and/or for any other capital improvements authorized by the Issuer. Stormwater Capital Improvements • Golden Gate Outfall • West Goodlette • Naples Park • Freedom Park Bypass Ditch • Weir Replacement • Rock Weir and Dredge • Solana Road Box Culvert • Freedom Park Pump Station • Lake Park Flowway • Various Acquisitions and Easements • Arrowhead STA • Lake Trafford West End • Fish Creek Westclox • Palm River Aquatic Improvements • Various capital improvements at Sun & Fun, Golden Gate, Immokalee and Vineyards aquatic facilities including, but not limited to, those related to pool restoration, electrical, decking, ADA improvements, activity and competitive pool improvements, bathhouse, slide tower, pump house, splash pads, flow rider and other improvements • Various capital improvements at Sugden Park, North Collier Regional Park and Caxambas Regional Park including, but not limited to, those related to piers, stationary docks, floating docks and boardwalks • Various capital improvements at Goodland and Port of Island Marinas including, but not limited to, assessment and renovation of dock and reparation and replacement of seawalls Packet Pg. 286 11.B.2 IW14IsIIII18U Form of Official Notice of Sale C O m a� C a� m C 0 r a� O aD Q. m 0 N O N Ln d �L Q 0 N O N N d •L d Cn Q Packet Pg. 287 11.B.2 EXHIBIT C Form of Continuing Disclosure Certificate Q Packet Pg. 288 11.B.2 1y►:4II11111dC Form of Preliminary Official Statement C O m a� C a� m C 0 r P O a� Q. m 0 N O N Ln d �L Cu Q 0 N O N N d •L d Cn Q Packet Pg. 289 11.B.3 OFFICIAL NOTICE OF SALE Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[A] [B] Electronic Bids, as Described Herein, Will Be Accepted Until [10:30 a.m.] [11:00 a.m.], Eastern Daylight Savings Time, October _, 2020* *Preliminary, subject to change. Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[A][B] - Official Notice of Sale Page 1 Packet Pg. 290 11.B.3 OFFICIAL NOTICE OF SALE Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020 [A] [B] NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date and up to the time specified below: DATE: October , 2020* TIME: [10:30 A.M.] [11:00 A.M.] Eastern Daylight Savings Time* ELECTRONIC BIDS: May be submitted only through BiDCOMP/Parity® Electronic Bid Submission System (the "Parity System") as described below. No other form of bid or provider of electronic bidding services will be accepted. GENERAL Bids will be received at the office of the County Manager of Collier County, Florida, Collier County Government Complex, 3299 Tamiami Trail East, Naples, Florida 34112, o for the purchase of all, but not less than all, of the $ * Collier County, Florida o cm [Taxable] Special Obligation Revenue Bonds, Series 2020[A][B] (the "Bonds") to be issued by Collier County, Florida (the "County") pursuant to the terms and conditions of a resolution adopted by the Board of County Commissioners of the County, on `n September 22, 2020 (the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. The Bond proceeds will be used to [finance the acquisition, construction and equipping of various capital improvements and refinance certain outstanding indebtedness of the County and to pay costs of issuing the Bonds] [finance the purchase of certain real property and to pay costs of issuing the Bonds]. The Bonds are more particularly described in the Preliminary Official Statement dated September _, 2020 (the "Preliminary Official Statement") relating to the Bonds, available from the County's financial advisor, PFM Financial Advisors LLC, at (786) 671- 7480 or masvidals@pfm.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. *Preliminary, subject to change. Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 2 Packet Pg. 291 11.B.3 Prior to accepting bids, the County reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time, or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer news service at the internet website address www. tm3. com, not later than 12:00 P.M. (Noon), Eastern Daylight Savings Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify the revised principal amount or terms, if any, and any later date or time selected for the sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later public sale may be held at the hour, in the manner, and on such date as communicated upon at least twenty-four (24) hours' notice via The Bond Buyer news service at the internet website address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF AMOUNTS AND MATURITIES." To the extent any instructions or directions set forth in the Parity System conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about the Parity System and to subscribe in advance of the bid, potential bidders may contact the Parity System at (212) 849-5021. Each prospective electronic bidder must be a subscriber to the Parity System. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to view the bid form on the Parity System and to access the Parity System N for the purposes of submitting its bid in a timely manner and in compliance with the N requirements of the Official Notice of Sale. Neither the County nor the Parity System shall have any duty or obligation to provide or assure access to the Parity System to any in prospective bidder, and neither the County nor the Parity System shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any M delays or interruptions of, or any damages caused by, the Parity System. The County is using the Parity System as a communication mechanism, and not as the County's agent, to conduct the electronic bidding for the Bonds. The County is not bound by any advice and `n determination of the Parity System to the effect that any particular bid complies with the terms of this Official Notice of Sale and, in particular, the bid specifications hereinafter set c forth. All costs and expenses incurred by prospective bidders in connection with their z registration and submission of bids via the Parity System are the sole responsibility of such bidders and the County shall not be responsible, directly or indirectly, for any such costs o or expenses. If a prospective bidder encounters any difficulty in submitting, modifying or o withdrawing a bid for the Bonds, the prospective bidder should immediately telephone the c Parity System at (212) 849-5021, and notify the County's Financial Advisor, PFM U_ Financial Advisors LLC, at (786) 671-7480 or masvidals@pfm.com. The County shall m have no responsibility for technological or transmission errors that any bidder may m experience in transmitting a bid. The use of the Parity System shall be at the bidder's risk = x and expense, and the County shall have no liability with respect thereto. w Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 3 Packet Pg. 292 11.B.3 THE BONDS The Bonds will be issued in fully registered, book -entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be October _, 2020), will c be issued in denominations of $5,000 or integral multiples thereof, will bear interest from °a) their dated date until paid at the annual rate or rates specified by the successful bidder, subject to the limitations specified below, payable as shown on the Summary Table set forth herein. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds must meet the minimum and maximum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. T 0 The Bonds will mature on the dates, in the years and principal amounts shown on the Summary Table as serial bonds [except as otherwise combined into term bonds as a described under "STRUCTURE" below]. m 0 N SERIES 2020[A][B] BONDS N A) The County expects to take bids for the purchase of its Collier County, Florida a, [Taxable] Special Obligation Revenue Bonds, Series 2020[A][B] (the "Series 2020[A][B] Bonds") on the same date it takes bids for the purchase of the Bonds. Such Series 2020[A][B] Bonds are expected to be issued in the approximate principal amount of N $ on the same date as the Bonds and will be issued pursuant to and secured N by the Bond Resolution. AL d [STRUCTURE `n Any two to five consecutive maturities of the Bonds maturing after October 1, 2030 r and bearing interest at the same rate may be combined, at the option of the bidder, into term bonds with mandatory sinking fund installments equal to the amounts and years n specified in the Official Notice of Sale combined to form a term bond.] c OPTIONAL REDEMPTION [The Bonds maturing on or after October 1, 2031 are subject to redemption in whole or in part, at any time, on or after October 1, 2030, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot), at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium.] [The Bonds are not subject to optional redemption prior to maturity.] SECURITY The County has covenanted and agreed in the Bond Resolution to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues (as defined Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 4 Packet Pg. 293 11.B.3 in the Bond Resolution) amounts sufficient to (A) pay principal of and interest on the Bonds when due, and (B) pay all required deposits to the Rebate Fund (as defined in the Bond Resolution) pursuant to the Bond Resolution. Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the County from pledging in the a future its Non -Ad Valorem Revenues, nor does it require the County to levy and collect m any particular Non -Ad Valorem Revenues, nor does it give the Bondholders a prior claim o on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. N Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the •R payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore cn or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the o manner stated herein shall have the effect of making available for the payment of the o CM Bonds, in the manner described in the Bond Resolution, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Bond Resolution; subject, `n however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations r for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and n programs which are for essential public purposes affecting the health, safety and welfare c of the inhabitants of the County or which are legally mandated by applicable law. See the Preliminary Official Statement for more information regarding the security for the Bonds. [Remainder of page intentionally left blank] Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[BJ - Official Notice of Sale Page 5 Packet Pg. 294 11.B.3 Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table, the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table, including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement. Terms of the Bonds Dated Date: Date of Delivery Anticipated Delivery Date: October_, 2020* Interest Payment Dates: April 1 and October 1, commencing April 1, 2021 Principal Payment Dates (October 1): Year* Principal Amount* Interest Calculation: 360-day year of twelve 30-day months Ratings: Moody's: To be announced via The Bond Buyer news service at www.tm3.com on or prior to the sale date. Fitch: To be announced via The Bond Buyer news service at www.tm3.com on or prior to the sale date. Bidding_ Parameters Sale Date: October_, 2020* Bidding Method: Parity System All or none vs. Maturity -by -Maturity: All -or -none Bid Award Method: Lowest true interest cost Bid Confirmation: Fax or emailed (PDF) signed Official Confirmation of Bid Form Bid Award: As soon as practicable on day of sale Good Faith Deposit: $ ; See "GOOD FAITH DEPOSIT" herein Coupon Multiples: 1/8 or 1/20 of 1% [Minimum Coupon: For the Bonds maturing after October 1, 2030, 4.00%] Optional Redemption: [Yes, on or after October 1, 2030] [No] Term Bonds: [Yes, at bidder's option. See" STRUCTURE" herein.] [No] Maximum Reoffering Price**: Maturity Unlimited Aggregate Unlimited Minimum Reoffering Price**: Maturity 98% Aggregate 98% Insurance: At bidder's option. See "MUNICIPAL BOND INSURANCE OPTION" herein. Adiustment Parameters Principal Increases: Maturity Unlimited Aggregate 15.0% Principal Reductions: Maturity Unlimited Aggregate 15.0% *Preliminary, subject to change. [**May be combined into term bonds. See "STRUCTURE" herein.] Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 6 Packet Pg. 295 11.B.3 ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bonds is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m., Eastern Daylight Savings Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by no more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. This may include the elimination of one or more maturities. The County will consult with the successful bidder before adjusting the amount of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right to make adjustments, within the limits described above, or cancel the sale of the Bonds. Adjustment to the size of the Bonds within the limits described above does not relieve the successful bidder from its obligation to purchase all of the Bonds offered by the County. Each bid must specify the initial reoffering prices to the public of each maturity of y Bonds. Adjustments may be made to the principal amounts based on the reoffering prices shown on the Parity System. In determining whether there will be any revision to the c!? principal amount of or maturity of the Bonds subsequent to the bid opening and award, the County expects that changes may be made that are necessary to increase or decrease the r principal amount of the Bonds to meet the County's funding objectives, all subject to the limitations set forth above. In the event that the principal amount of any maturity of the Bonds is revised after the award, the interest rate and reoffering price for each maturity and the Underwriter's Discount on the Bonds as submitted by the successful bidder shall be held constant. The "Underwriter's Discount" shall be defined as the difference between the purchase price of the Bonds submitted by the bidder and the price at which the Bonds will be issued to the public, calculated from information provided by the bidder, divided by the par amount of the Bonds bid. FORM AND PAYMENT The Bonds will be issued in fully registered, book -entry only form and a bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of its nominee, Cede & Co. A book -entry system will be employed, evidencing ownership of the Bonds, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 7 Packet Pg. 296 11.B.3 adopted by DTC and its participants. The successful bidder, as a condition to delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the name of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by UMB Financial Corporation, the paying agent and registrar (the "Registrar") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Neither the County nor the Registrar will be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Principal of, and premium, if any, on the Bonds and interest on the Bonds is payable on the dates shown in the Summary Table. So long as DTC or its nominee is the registered owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds will be made to DTC or its nominee. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT The County has authorized the preparation and distribution of a Preliminary Official N Statement containing information relating to the Bonds. The Preliminary Official L Statement has been deemed final by the County as required by Rule 15c2-12 of the in Securities and Exchange Commission. The County will furnish the successful bidder on the date of closing, with its certificate as to the completeness and accuracy of the Official M Statement. The Preliminary Official Statement and this Official Notice of Sale and any other information concerning the proposed financing will be available from PFM Financial Advisors LLC, Financial Advisor to the County, 2222 Ponce de Leon Boulevard, Third Floor, Coral Gables, Florida 33134, telephone: (786) 671-7480 or email masvidals@pfm.com. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at its expense within seven (7) business days after the Bonds have been awarded to the successful bidder no more than 50 copies of the final Official Statement. Additional copies of the Official Statement may be provided at the request and expense of the winning bidder. If the Bonds are awarded to a syndicate, the County will designate the senior managing underwriter of the syndicate as its agent for purposes of distributing copies of the Official Statement to Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 8 Packet Pg. 297 11.B.3 each participating underwriter. Any underwriter submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it shall accept such designation and shall enter into a contractual relationship with all participating underwriters for the purpose of assuring the receipt and distribution by each participating underwriter of the Official Statement. LEGAL OPINIONS The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson, P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be furnished without cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix D. Certain matters will be passed on for the County by Jeffrey A. Klatzkow, Esq., County Attorney and Bryant Miller Olive P.A., the County's Disclosure Counsel. A legal opinion (or reliance letter thereon) of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, and a legal opinion of Jeffrey A. Klatzkow, Esq., County Attorney, with respect to certain matters concerning the Official Statement will be furnished without charge to the successful bidder at the time of delivery of the Bonds. MUNICIPAL BOND INSURANCE OPTION The purchase of municipal bond insurance, if available, will be at the option and W expense of the bidder. The successful bidder will be responsible for the payment of all `n . costs associated with any such insurance, including the premium charged by the insurer. The bidder understands, by submission of its bid, that the bidder is solely responsible for v the selection of any insurer and for all negotiations with the insurer as to the premium to a� be paid. If all or a portion of the Bonds are awarded on an insured basis, none of the n provisions of the Bond Resolution nor any other financing document will be altered nor c will the County consent to make additional representations, undertakings or warranties. y In addition, if the successful bidder is arranging for bond insurance for all or a portion of the Bonds, it also shall provide the amount of the premium to be paid and certification that the present value of the premium is less than the present value of the interest reasonably expected to be saved as a result of the insurance and that the premium does not exceed a reasonable arms -length charge for the transfer of credit risk accomplished through bond insurance. BIDDING PROCEDURE Only electronic bids submitted via the Parity System will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 9 Packet Pg. 298 11.B.3 under "GENERAL" above. Each electronic bid submitted via the Parity System shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the County. All bids remain firm until an award is made. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) M an annual rate of interest for each maturity, (2) reoffering price or yield for each maturity o and (3) a dollar purchase price for the entire issue of the Bonds. No more than one (1) bid 0 from any bidder will be considered. a Cn A bidder must specify the rate or rates of interest per annum (with no more than one 00 0 rate of interest per maturity), which the Bonds are to bear, to be expressed in multiples of N 1/8 or 1/20 of 1%. Any number of interest rates may be named, but the Bonds of each maturity must bear interest at the same single rate for all bonds of that maturity. [With respect to Bonds that mature after October 1, 2030, the minimum coupon rate for each maturity shall be 4.00%.] a 0 Each bid for the Bonds must meet the minimum and maximum reoffering price N criteria shown in the Summary Table on a maturity and aggregate basis. M 2 d Each bidder must specify, as part of its bid, the prices or yields at which a substantial `n amount (i.e., at least 10%) of the Bonds of each maturity will be offered and sold to the public. Reoffering prices presented as a part of the bids will not be used in computing the r bidder's true interest cost. As promptly as reasonably possible after bids are received, the 0 County will notify the successful bidder that it is the apparent winner. n 4- 0 AWARD OF BID The County expects to award the Bonds to the winning bidder as soon as practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all bids are rejected, the Bonds will be awarded by the County on the sale date to the bidder whose bid complies with this Official Notice of Sale and results in the lowest true interest cost ("TIC") to the County. The lowest TIC will be determined by doubling the semi-annual interest rate, compounded semi-annually, necessary to discount the debt service payments from the payment dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to one of such bidders by lot. Only the final bid submitted by any bidder through the Parity System will be considered. The right reserved to the County shall be final and binding upon all bidders Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 10 Packet Pg. 299 11.B.3 with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION THE COUNTY RESERVES THE RIGHT, IN ITS DISCRETION, TO REJECT ANY AND ALL BIDS AND TO WAIVE IRREGULARITY OR INFORMALITY IN ANY BID. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the County to DTC in book -entry only form, in New York, New York on or about the delivery date shown in the Summary Table, or such other date agreed upon by the County and the successful bidder. Payment for the Bonds must be made in Federal Funds or other funds immediately available to the County at the time of delivery of the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the purchaser. The County intends to conduct the closing in Naples, Florida. RIGHT OF CANCELLATION The successful bidder will have the right, at its option, to cancel its obligation to purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder will be entitled to the return of the Good Faith Deposit accompanying its bid. GOOD FAITH DEPOSIT The successful bidder for the Bonds is required to submit its Good Faith Deposit (see Summary Table) to the County in the form of a wire transfer in federal funds not later than 2:30 p.m., Eastern Daylight Savings Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the terms of the Official Notice of Sale. Wiring instructions for the Good Faith Deposit are as follows: Bank: First Florida Integrity Bank Routing #: 067016325 Acct. Name: Board of County Commissioners - Concentration Account Acct. #: 1056407 REF: [2020A/2020B Special Obligation Closing] Attention: Ronald S. Dortch Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page Z Z Packet Pg. 300 11.B.3 The Good Faith Deposit so wired will be retained by the County until the delivery of such Bonds, at which time the Good Faith Deposit will be applied against the purchase price of such Bonds or the Good Faith Deposit will be retained by the County as partial liquidated damages in the event of the failure of the successful bidder to take up and pay for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid. The County will pay no interest on the Good Faith Deposit. The balance of the purchase price must be wired in federal funds to the account detailed in the closing memorandum provided by the County to the successful purchaser, simultaneously with delivery of such Bonds. CUSIP NUMBERS It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bonds nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Neither the County nor Bond Counsel will review or express any opinion as to the correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the Bonds. The County's Financial Advisor will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder. BLUE SKY The County has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder, at the bidder's written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary; provided, however, that the County shall not be required to consent to suit or to service of process in any jurisdiction. CERTAIN DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the County containing information with respect to any fee, bonus or gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AI[B] - Official Notice of Sale Page 12 Packet Pg. 301 11.B.3 any person not regularly employed or engaged by such underwriter or consultant. Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder must (1) complete the Truth -in -Bonding Statement provided by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate whether such bidder has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. [ESTABLISHMENT OF ISSUE PRICE The winning bidder shall assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County on or prior to the closing date for the Bonds an "issue price" or similar certificate setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the County and Bond Counsel. The County intends that the provisions of Treasury Regulation Section 4) 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of cn the Bonds) will apply to the initial sale of the Bonds ("competitive sale requirements") because: M T (1) the County has disseminated this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; n 4- 0 (2) all bidders shall have an equal opportunity to bid; 0 (3) the County expects to receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. BY SUBMITTING A BID FOR THE BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE COUNTY THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 13 Packet Pg. 302 11.B.3 BONDS SUCH AS THE BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF OF SUCH BIDDER BY AN OFFICER OR AGENT WHO IS DULY AUTHORIZED TO BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR THE PURCHASE OF THE BONDS. Once the bids are communicated electronically via the Parity System to the County, each bid will constitute an irrevocable offer to purchase the Bonds on the terms herein and therein provided. In the event that the competitive sale requirements are not satisfied, the County shall so advise the winning bidder. In such case, the County shall treat the first price at which 10% of a maturity of the Bonds is sold to the public (the "10% test") as the issue price of that maturity, applied on a maturity -by -maturity basis. The winning bidder shall advise the County if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the Bonds. [The County will not require bidders to comply with the "hold -the - offering -price rule" set forth in Treasury Regulation Section 1. 148-1 (f)(2)(ii) and therefore does not intend to use the initial offering price to the public as of the sale date of any maturity of the Bonds as the issue price of that maturity. Bids will not be subject to cancellation by the bidders in the event that the competitive sale requirements are not satisfied; provided, however, the County reserves the right to reject any and all bids, for any reason, as set forth under "RIGHT OF REJECTION" herein. Bidders should prepare their bids on the assumption that all of the maturities of the Bonds will be subiect to the 10% test in order to establish the issue price of the Bonds.] If the competitive sale requirements are not satisfied, then until the 10% test has M been satisfied as to each maturity of the Bonds, the winning bidder agrees to promptly report to the County the prices at which the unsold Bonds of each maturity have been sold M to the public. That reporting obligation shall continue, whether or not the closing date for — the Bonds has occurred, until the 10% test has been satisfied for each maturity or until all 0 Bonds of that maturity have been sold. o By submitting a bid and if the competitive sale requirements are not met, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker -dealer that is a party to such retail distribution agreement, as applicable, to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[BJ - Official Notice of Sale Page 14 Packet Pg. 303 11.B.3 obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such retail distribution agreement to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder or such underwriter and as set forth in the related pricing wires. Sales of any Bonds to any person that is a related parry to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official Notice of Sale: (i) "public" means any person other than an underwriter or a related parry (as defined in Section 1.150-1(b) of the Treasury Regulations) to an underwriter, (ii) "underwriter" means (A) any person that agrees pursuant to a written =� contract (i.e. this Official Notice of Sale) with the County (or with the lead a underwriter to form an underwriting syndicate) to participate in the initial sale of N the Bonds to the public and (B) any person that agrees pursuant to a written contract CD directly or indirectly with a person described in clause (A) to participate in the initial L sale of the Bonds to the public (including a member of a selling group or a parry tocn a retail distribution agreement participating in the initial sale of the Bonds to the public), M T (iii) generally, a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date that the Bonds are awarded by the County to the winning bidder.] Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[BJ - Official Notice of Sale Page 15 Packet Pg. 304 11.B.3 CONTINUING DISCLOSURE The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix E attached to the Preliminary Official Statement for the Bonds. The covenants have been undertaken by the County in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange Commission. CERTIFICATE The County will deliver to the purchaser of the Bonds a certificate of an official of the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the County. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue situs for any such action shall be the state courts of the Twentieth Judicial Circuit in and for Collier County, Florida. n NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the Convicted Vendor List (as described in Florida Statutes) following a conviction for a public entity crime may not submit a bid. BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA I0 Dated: September_, 2020 /s/ Burt L. Saunders Chairman Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[AJ[B] - Official Notice of Sale Page 16 Packet Pg. 305 11.B.3 EXHIBIT A TRUTH -IN -BONDING STATEMENT October , 2020 Board of County Commissioners of Collier County, Florida, Re: Collier County, Florida [Taxable] Special Obligation Revenue Bonds, Series 2020[A][B] Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding statement required thereby, as follows: (a) The County is proposing to issue $ principal amount of the above - referenced Bonds for the principal purposes of [financing the acquisition, construction and equipping of various capital improvements and refinancing certain outstanding debt of the County and paying certain costs of issuance of the Bonds] [financing the purchase of certain real estate and paying certain costs of issuance of the Bonds]. This obligation is expected to be repaid over a period of approximately years. At a true interest cost of total interest paid over the life of the obligation will be approximately (b) The Bonds shall be limited obligations of the County and secured by a covenant to appropriate in its annual budget, by amendment, if necessary, such amounts of certain non -ad valorem revenues of the County that are allocated to and accounted for in certain funds of the County described in the Preliminary Official Statement for the Bonds which are legally available to make payments on the Bonds. Authorizing the Bonds will result in an average of $ (average annual debt service) of such non -ad valorem revenues not being available to finance other services of the County each year for approximately years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory B-1 Packet Pg. 306 11.B.3 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE COLLIER COUNTY, FLORIDA SPECIAL OBLIGATION REVENUE BONDS, SERIES 2020A ISSUE PRICE CERTIFICATE The undersigned, on behalf of (" "), hereby represents and warrants that it has an established industry reputation for underwriting new issuances of municipal bonds and certifies as set forth below with respect to the sale of the above - captioned obligations (the "Bonds"). [Alternate 1 - Competitive Safe Harbor Met] [ 1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by to purchase the Bonds. (b) was not given the opportunity to review other bids prior to W submitting its bid. (c) The bid submitted by constituted a firm offer to purchase the Bonds.] 2 [Alternate 2 - Competitive Sale Requirements Not Met — General Rule to Apply] [1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. Each maturity of the Bonds of which at least 10% of such maturity has not yet been sold to the public (the "Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the bid provided by to purchase the Bonds, and the pricing wire or equivalent communication for the Bonds. has and will comply with the requirements set forth under the heading "Establishment of Issue Price Certificate" in the Official Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereof as provided therein.] 2. Defined Terms. (a) Issuer means Collier County, Florida. Packet Pg. 307 11.B.3 (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2020. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. ) Nothing in this certificate represents 's interpretation of any laws, including in specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing M information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bonds and with respect to compliance with the federal income tax rules affecting the 8 Bonds, and by Nabors, Giblin & Nickerson, P.A. in connection with rendering its opinion a, that the interest on the Bonds is excluded from gross income for federal income tax o purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal z income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: , 2020 By: [Name] IM Packet Pg. 308 11.B.3 SCHEDULE A EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS i m Packet Pg. 309 11.B.3 SCHEDULE B COPY OF UNDERWRITER'S BID AND PRICING WIRE i Packet Pg. 310 11.B.4 FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") dated , 2020 is executed and delivered by Collier County, Florida (the "Issuer") in connection with the issuance by the Issuer of its $ Special Obligation Revenue Bonds, Series 2020A (the "2020A Bonds") and its $ Taxable Special Obligation Revenue Bonds, Series 2020B (the "2020B Bonds" and together with the 2020A Bonds, the 'Bonds"). The Bonds are being issued pursuant to Resolution No. 2020- adopted by the Board of County Commissioners of the Issuer (the 'Board") on . 2020, as it may be amended and supplemented from time to time (the 'Resolution"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule (defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, 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 M 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 initially, Digital Assurance Certification LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Financial Obligation" shall mean a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not include municipal 25694/009/01629472.DOCv2 E-1 Packet Pg. 311 11.B.4 securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "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 entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA. "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. ti Ln M SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each April 30t", commencing April 30, 2021 with respect to the report for the 2020 fiscal year, provide to any Repository in the electronic format as required and deemed acceptable by such 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. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to immediately send a notice to the Repository in substantially the form attached as 25694/009/01629472.DOCv2 E-2 Packet Pg. 312 11.B.4 Exhibit A, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; (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 any Repository to which it was provided; and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. 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 M 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 V financial statements contained in the final Official Statement dated 2020 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report U when they become available; and (b) updates of the historical financial and operating data set forth in the Official Statement under the captions: (i) "Collier County, Florida Historical Non -Ad Valorem Revenues in General Fund and Unincorporated Area Municipal Services Taxing District Fund"; (ii) "Collier County, Florida Other Obligations Payable From Non -Ad Valorem Revenues"; and (iii) "Collier County, Florida Combined General Fund And MSTD Revenues, Expenditures And Fund Balance." The information provided under Section 4(b) may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet website or filed with the Securities and Exchange Commission. 25694/009/01629472.DOCv2 E-3 Packet Pg. 313 11.B.4 The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. 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. Such notice shall be given in a timely manner not in excess of ten (10) business days after the occurrence of the event, with the exception of the event described in number 17 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed ti or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 M TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; W 7. modifications to rights of the holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 25694/009/01629472.DOCv2 E-4 Packet Pg. 314 11.B.4 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. incurrence of a Financial Obligation of the issuer or obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the issuer or obligated person, any of which affect security holders, if material; 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the issuer or obligated person, any of which reflect financial difficulties; and 17. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) The notice required to be given in paragraph 5(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; y (b) the period covered by any annual financial information, financial statement or other financial information or operation data; M (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); V (d) the name of any Obligated Person other than the Issuer; m (e) the name and date of the document being submitted; and U (f) contact information for the submitter. L SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, 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. SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: 25694/009/01629472.DOCv2 E-5 Packet Pg. 315 11.B.4 (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. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer N 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 y 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 M in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should d M present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial V statements as prepared on the basis of the new accounting principles and those prepared on the basis of - the former accounting principles. U SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. 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. 25694/009/01629472.DOCv2 E-6 Packet Pg. 316 11.B.4 SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Certificate. The Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Certificate. The Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Dissemination Agent may, from time to time, consult with legal counsel (either in- c house or external) of its own choosing in the event of any disagreement or controversy, or question or w doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall d not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal co counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. Ln M (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Certificate shall be provided in an electronic format and accompanied by identifying 0) information as prescribed by the MSRB. V [Remainder of page intentionally left blank] 25694/009/01629472.DOCv2 E-7 Packet Pg. 317 11.B.4 SECTION 13. 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 as of 2020 Approved as to Form and Legal Sufficiency: By: Name: Jeffrey A. Klatzkow Title: County Attorney COLLIER COUNTY, FLORIDA By: Name: Burt L. Saunders Title: Chairman ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., y as Dissemination Agent Ln M By: Name: Title: 25694/009/01629472.DOCv2 E-8 Packet Pg. 318 11.B.4 EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Issuer: Obligated Person: Name(s) of Bond Issue(s): Date(s) of Issuance: Date(s) of Disclosure Agreement: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above -named Bonds as required by the Continuing Disclosure Certificate between the Issuer and Digital Assurance Certification, L.L.C., as Dissemination Agent. [The Issuer has notified the Ln Dissemination Agent that it anticipates that the Annual Report will be filed by ]. r Dated: Digital Assurance Certification, L.L.C., as Dissemination Agent, on behalf of the Issuer cc: 25694/009/01629472.DOCv2 E-9 Packet Pg. 319 11.B.4 EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" Q 2. "Non -Payment related defaults, if material;" c 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" N 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" d �L 5. "Substitution of credit or liquidity providers, or their failure to perform;" y 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders, if material;" , n 8. "Bond calls, if material;" M v 9. "Defeasances;" +; 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 0 11. "Rating changes;" 12. "Tender offers;" 13. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" L 14. "Merger, consolidation, or acquisition of the obligated person, if material;" and c 15. "Appointment of a successor or additional trustee, or the change of name of a trustee, if n material." N 'n 16. "Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;" and 17. "Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties." Failure to provide annual financial information as required. 25694/009/01629472.DOCv2 E-10 Packet Pg. 320 11.B.4 I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, FL 32801 407-515-1100 Date: ti Ln M 25694/009/01629472.DOCv2 E-11 Packet Pg. 321 11.B.5 PRELIMINARY OFFICIAL STATEMENT DATED , 2020 NEW ISSUE —FULL BOOK ENTRY See 'RATINGS" herein In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under "TAX MATTERS," interest on the Series 2020A Bonds is (a) excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under the caption "TAX MATTERS," and (b) not an item of tax preference for purposes of the federal alternative minimum tax. Such interest, however, may be subject to other federal income tax consequences referred to herein under "TAX MATTERS." See "TAX MATTERS" herein for a general discussion of Bond Counsel's opinion and other tax considerations. In the opinion of Bond Counsel, interest on the Series 2020B Bonds is not excludable from gross income of the owners thereof for federal income tax purposes. See "TAX MATTERS" herein. [DAC LOGO] COLLIER COUNTY, FLORIDA COLLIER COUNTY, FLORIDA Special Obligation Revenue Bonds, Taxable Special Obligation Revenue Bonds, Series 2020A Series 2020B Dated: Date of Delivery Due: October 1, as shown on inside cover The $ * Collier County, Florida Special Obligation Revenue Bonds, Series 2020A (the "Series 2020A Bonds") and $ * Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B (the "Series 2020B Bonds' and together with the Series 2020A Bonds, the "Series 2020 Bonds") are being issued as fully registered bonds, in denominations of $5,000 or any integral multiple thereof. Interest on the Series 2020 Bonds is payable semiannually on each April 1 and October 1, commencing April 1, 2021, and will be payable by check or draft of UMB Financial Corporation, Dallas, Texas, as Paying Agent, mailed to the holder at his or her address, as shown on the registration books of Collier County, Florida (the "County") maintained by UMB Financial Corporation, Dallas, Texas, as Registrar, as of the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding the applicable interest payment date; provided, however, at the request of any holder of Series 2020 Bonds, interest payments may be made by bank wire transfer to the account designated by such holder. Principal of the Series 2020 Bonds is payable to the holder thereof at the designated corporate office of the Paying Agent. Upon initial issuance, the Series 2020 Bonds will be registered in the name of and held by Cede & Co. as nominee for The Depository Trust Company ('DTC"), an automated depository for securities and a clearinghouse for securities transactions. So long as DTC or Cede & Co. is the registered owner of the Series 2020 Bonds, payments of the principal of and interest on the Series 2020 Bonds will be mailed directly to DTC or Cede & Co., which is to remit such payments to the DTC Participants (as defined herein), which in turn are to remit such payments to the Beneficial Owners (as defined herein) of the Series 2020 Bonds. See 'DESCRIPTION OF THE SERIES 2020 BONDS — Book -Entry Only System" herein. The Series 2020A Bonds are subject to redemption prior to maturity, as set forth herein. The Series 2002B Bonds are not subject to redemption prior to maturity. The Series 2020 Bonds are issued pursuant to and under the Constitution and laws of the State of Florida, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2020-_ adopted by the Board of County Commissioners of the County (the 25694/009/01626500.DOCv3 Packet Pg. 322 11.B.5 "Board") on September 22, 2020, as it may be amended and supplemented from time to time (the "Resolution"). The Series 2020A Bonds are being issued to provide funds to (i) finance the acquisition, construction and equipping of various capital improvements, (ii) refinance certain outstanding indebtedness of the County and (iii) pay certain costs and expenses relating to the issuance of the Series 2020A Bonds. The Series 2020B Bonds are being issued to provide funds to (i) finance the purchase of certain real property, and (ii) pay certain costs and expenses relating to the issuance of the Series 2020B Bonds. Pursuant to the Resolution, the County has covenanted and agreed, subject to certain restrictions and limitations, to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to pay the principal of and interest on the Series 2020 Bonds when due in the manner and to the extent provided in the Resolution and described under "SECURITY FOR THE SERIES 2020 BONDS" herein. THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR i� INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY c CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE Q COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE N COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO N HOLDER OF ANY SERIES 2020 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2020 BOND, OR BE ENTITLED TOco `m PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE i RESOLUTION. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2020 Bonds are offered when, as, and if issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the County by Jeffrey A. Klatzkow, Esq., County Attorney and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel. PFM Financial Advisors LLC., Coral Gables, Florida, is serving as Financial Advisor to the County. It is expected that the Series 2020 Bonds in definitive form will be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about 12020. Electronic bids for each of the Series 2020A Bonds and the Series 2020B Bonds will be received through BIDCOMP/Parity Electronic Bid Submission System as described in the respective Official Notices of Sale. Dated: 2020 *Preliminary, subject to change. 25694/009/01626500.DOCv3 Packet Pg. 323 11.B.5 MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS COLLIER COUNTY, FLORIDA Special Obligation Revenue Bonds, Series 2020A Initial Maturity Interest CUSIP (October 1Z Amount* Rate Price Yield Numbers** $ * fA COLLIER COUNTY, FLORIDA co Taxable Special Obligation Revenue Bonds, Series 2020B T Initial M Maturity Interest CUSIP +, (October Amount* Rate Price Yield Numbers** d * ** *** Preliminary, subject to change. The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. Subject to term bond option as described in the section entitled "STRUCTURE" in the Official Notice of Sale. 25694/009/01626500.DOCv3 Packet Pg. 324 11.B.5 RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2020 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. LO M 25694/009/01626500.DOCv3 Packet Pg. 325 11.B.5 COLLIER COUNTY, FLORIDA Government Complex 3299 Tamiami Trail East Naples, Florida 34112 (239)252-8097 BOARD OF COUNTY COMMISSIONERS Burt L. Saunders, Chairman Andy Solis, Vice -Chairman Donna Fiala, Commissioner William L. McDaniel, Jr., Commissioner Penny Taylor, Commissioner COUNTY MANAGER Leo E. Ochs, Jr. CLERK OF THE CIRCUIT COURT AND COMPTROLLER Crystal K. Kinzel DIRECTOR OF FINANCE AND ACCOUNTING Derek M. Johnssen COUNTY ATTORNEY Jeffrey A. Klatzkow, Esq. BOND COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa, Florida FINANCIAL ADVISOR PFM Financial Advisors LLC Coral Gables, Florida T M n 25694/009/01626500.DOCv3 Packet Pg. 326 11.B.5 No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any information or to make any representations in connection with the Series 2020 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 nor the solicitation of an offer to buy, nor shall there be any sale of the Series 2020 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, DTC and other sources that are believed to be reliable. The Underwriters listed on the cover page hereof has reviewed the information in this Official Statement in accordance with and as part of its 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 implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2020 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2020 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 co such documents and agreements, and all summaries herein of the Series 2020 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. n M NO REGISTRATION STATEMENT RELATING TO THE SERIES 2020 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION') OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST B d RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2020 BONDS HAVE NOT BEEN y APPROVED 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. c 25694/009/01626500.DOCv3 Packet Pg. 327 11.B.5 TABLE OF CONTENTS Page INTRODUCTION.......................................................................................................................................................1 PLANOF FIN E..................................................................................................................................................2 Series2020A Project.....................................................................................................................................2 c 0 Refinance Prior Indebtedness.....................................................................................................................3 a� Acquisitionof Real Property.......................................................................................................................3 O DESCRIPTION OF THE SERIES 2020 BON.......................................................................................................4 _ General...........................................................................................................................................................4 ca U Book -Entry Only System.............................................................................................................................4 m Q- U) Interchangeability, Negotiability and Transfer........................................................................................6 pp Series 2020 Bonds Mutilated, Destroyed, Stolen or Lost.........................................................................8 c OptionalRedemption..................................................................................................................................8 N MandatoryRedemption..............................................................................................................................8 N Selection of Bonds to be Redeemed...........................................................................................................9 Noticeof Redemption..................................................................................................................................9 SECURITY FOR THE SERIES 2020 BON.........................................................................................................10 Q General.........................................................................................................................................................10 c N No Reserve for the Series 2020 Bonds......................................................................................................11 CD N Anti -Dilution Test......................................................................................................................................11 a� 2020BReal Property Account...................................................................................................................12 a� ConstructionAccount................................................................................................................................13 GENERAL INFORMATION REGARDIN N AD VALOREM REVEN S............................................14 i General.........................................................................................................................................................14 Taxes.............................................................................................................................................................15 +, Intergovernmental Revenues....................................................................................................................17 w Licenses, Permits and Impact Fees...........................................................................................................22 Chargesfor Services...................................................................................................................................22 r Finesand Forfeitures..................................................................................................................................23 ) Interest.........................................................................................................................................................23 U Miscellaneous Revenues............................................................................................................................23 p CERTAIN FIN IAL MATTERS.................................................................................................................AM7 Financial and Operating Plan (Budget) and Capital Improvement Planning Policy ........................27 c Financial Reporting and Annual Audit...................................................................................................27 E General Fund and Unincorporated Area Municipal Services Taxing District Fund ........................27 a Classification of Local Government Expenditures................................................................................30 0 RISKFACTORS.........................................................................................................................................................31 E RETIREMENT PLAN AN OTHER POST EMPLOYMENT BENEFITS.........................................................34 `o FloridaRetirement System........................................................................................................................34 Count s Plan Description and Benefits Provided.................................................................................44 Y� p � Sheriff's Plan Description and Benefits Provided..................................................................................47 m_ ESTIMATED SOURCES AN USES OF FUN 50 = X DEBTSERVICE SCHEDULE..................................................................................................................................51 w INVESTMENTPOLICY...........................................................................................................................................52 LEGALMATTERS....................................................................................................................................................55 E LITIGATION.............................................................................................................................................................56 t 2 25694/009/01626500.DOCv3 i Packet Pg. 328 11.B.5 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................56 TAXMATTERS......................................................................................................................................................... 56 Series2020A Bonds....................................................................................................................................56 Series2020B Bonds.....................................................................................................................................59 RATINGS...................................................................................................................................................................59 FINANCIALADVISOR...........................................................................................................................................59 AUDITED FINANCIAL STATEMENTS............................................................................................................... 60 ENFORCEABILITY OF REMEDIES.......................................................................................................................60 CONTINUINGDISCLOSURE................................................................................................................................ 60 UNDERWRITING....................................................................................................................................................61 CONTINGENTFEES...............................................................................................................................................61 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT................................................................61 AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................63 Appendices APPENDIX A - General Information Concerning Collier County, Florida APPENDIX B - Form of the Resolution APPENDIX C - Audited Financial Statements for the Fiscal Year Ended September 30, 2019 APPENDIX D-1- Form of Opinion of Bond Counsel Relating to Series 2020A Bonds APPENDIX D-2- Form of Opinion of Bond Counsel Relating to Series 2020B Bonds APPENDIX E - Form of Continuing Disclosure Certificate 25694/009/01626500.DOCv3 ii Packet Pg. 329 11.B.5 OFFICIAL STATEMENT Relating to COLLIER COUNTY, FLORIDA COLLIER COUNTY, FLORIDA Special Obligation Revenue Bonds, Taxable Special Obligation Revenue Bonds, Series 2020A Series 2020B INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to set forth information concerning Collier County, Florida (the "County") and the Collier County, Florida $ * Special Obligation Revenue Bonds, Series 2020A (the "Series 2020A Bonds") and the Collier County, Florida $ * Taxable Special Obligation Revenue Bonds, Series 2020B (the "Series 2020B Bonds" and together with the Series 2020A Bonds, the "Series 2020 Bonds"), in connection with the sale of the Series 2020 Bonds. The County was established in 1923 by the Legislature of the State of Florida (the "State") from Q portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately N 2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the N southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. In 2019, the County had an estimated population of 376,086. Part of the Everglades National Park, the United States'co `m only subtropical national park, comprises a portion of the County. Principal industries within the County include wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and construction. Additional general information with respect to the County is set forth in "APPENDIX A — General Information Concerning Collier County, Florida" attached hereto. The Series 2020 Bonds are issued pursuant to and under the Constitution and laws of the State, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and pursuant to Resolution No. 2020-_ adopted by the Board of County Commissioners of the County (the "Board") on September 22, 2020, as it may be amended and supplemented from time to time (the "Resolution"). See "APPENDIX B — Form of the Resolution" attached hereto. The Series 2020A Bonds are being issued to provide funds to (i) finance the acquisition, construction and equipping of various capital improvements within the County (as more particularly described in "PLAN OF FINANCE — Series 2020A Project" below), (ii) refinance the County's outstanding Revenue Note, Draw No. A-1-1 (JPMorgan Chase Bank) (the "Prior Indebtedness") (see "PLAN OF FINANCE — Refinance Prior Indebtedness" below) and (iii) pay certain costs and expenses relating to the issuance of the Series 2020A Bonds. The Series 2020B Bonds are being issued to provide funds to (i) finance the purchase of certain real property (see "PLAN OF FINANCE — Acquisition of Real Property below), and (ii) pay certain costs and expenses relating to the issuance of the Series 2020B Bonds. *Preliminary, subject to change. 25694/009/01626500.DOCv3 1 Packet Pg. 330 11.B.5 Pursuant to the Resolution, during such time as any of the Series 2020 Bonds are outstanding under the Resolution or any amounts due under the Resolution or with respect to the Series 2020 Bonds remain unpaid or outstanding, the County has covenanted and agreed, subject to certain restrictions and limitations, to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2020 Bonds when due in the manner and to the extent provided in the Resolution and described in "SECURITY FOR THE SERIES 2020 BONDS" herein and "APPENDIX B — Form of the Resolution" attached hereto. THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS 'BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2020 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2020 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. The County has covenanted to provide certain continuing disclosure information pursuant to Rule 15c2-12 of the Securities and Exchange Commission relating to the Series 2020 Bonds. See "CONTINUING DISCLOSURE" herein. Capitalized terms used but not otherwise defined herein have the same meaning ascribed thereto in the Resolution unless the context would clearly indicate otherwise. Complete descriptions of the terms and conditions of the Series 2020 Bonds are set forth in the Resolution, a form of which is attached as APPENDIX B to this Official Statement. The descriptions of the Series 2020 Bonds, the documents authorizing and securing the same, and the information from various reports and statements contained d herein are not comprehensive or definitive. All references herein to such documents, reports and d statements are qualified by the entire, actual content of such documents, reports and statements. A copy y of the Resolution and all documents of the County referred to herein may be obtained from Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller of Collier County, 3315 Tamiami Trail East, Suite 102, Naples, Florida 34112-5324, Phone (239) 252-6299. p PLAN OF FINANCE Series 2020A Project The "Series 2020A Project" is defined to include the financing acquisition, construction and equipping of various capital improvements including but not limited to the following, as more particularly described in the plans and specifications on file with the County and as the same may be amended and/or supplemented from time to time. Proceeds of the Series 2020A Bonds may be used for any portion of the following and/or for any other capital improvements authorized by the County. Stormwater Capital Improvements: • Golden Gate Outfall 25694/009/01626500.DOCv3 2 Packet Pg. 331 11.B.5 • West Goodlette • Naples Park • Freedom Park Bypass Ditch • Weir Replacement • Rock Weir and Dredge • Solana Road Box Culvert • Freedom Park Pump Station • Lake Park Flowway • Various Acquisitions and Easements • Arrowhead STA • Lake Trafford West End • Fish Creek Westclox • Palm River • Aquatic Improvements Aquatic Improvements: • Various capital improvements at Sun & Fun, Golden Gate, Immokalee and Vineyards aquatic facilities including, but not limited to, those related to pool restoration, electrical, `° Q decking, ADA improvements, activity and competitive pool improvements, bathhouse, N slide tower, pump house, splash pads, flow rider and other improvements. N • Various capital improvements at Sugden Park, North Collier Regional Park and Caxambas Regional Park including, but not limited to, those related to piers, stationary co docks, floating docks and boardwalks. • Various capital improvements at Goodland and Port of Island Marinas including, but not limited to, assessment and renovation of dock and reparation and replacement of seawalls. Refinance Prior Indebtedness The County issued the Prior Indebtedness as interim indebtedness to finance various costs related to the County's amateur sports complex. The Prior Indebtedness bears interest at a variable rate and the County has determined it to be in its best interests to refinance such Prior Indebtedness with longer term, fixed rate debt. The Prior Indebtedness will be refinanced on the date of issuance of the Series 2020A Bonds at a redemption price of 100 percent of the principal amount thereof, plus accrued interest to the redemption date. Acquisition of Real Property A portion of the proceeds of the Series 2020B Bonds will be used to purchase certain real property within the County consisting of (1) approximately 967 acres of property known as the Hussey Property or the HHH Ranch, located within the Rural Fringe Mixed Use District approximately three miles east of Collier Boulevard and directly north of Alligator Alley, and (2) approximately 1,046 acres of property known as the Camp Keais Property located within the Rural Lands Stewardship Area Overlay District southeast of the intersection of Camp Keais Road and Oil Well Road approximately a mile east of Ave Maria Boulevard, all as more particularly described in the plans and specifications on file with the County, as the same may be amended and supplemented from time to time. 25694/009/01626500.DOCv3 3 Packet Pg. 332 11.B.5 DESCRIPTION OF THE SERIES 2020 BONDS General The Series 2020 Bonds shall be issued only in fully registered form without coupons in principal denominations of $5,000 each or any integral multiple thereof. The Series 2020 Bonds are dated as of their date of delivery and bear interest at the rates per annum and mature on the dates set forth on the inside cover page hereof. Interest on the Series 2020 Bonds is payable semiannually on each April and October 1, commencing April 1, 2021 (the "Interest Dates"). Interest payable on the Series 2020 Bonds on any Interest Date shall be paid by check or draft of UMB Financial Corporation, Dallas, Texas, as Paying Agent mailed to the holder at his or her address, as shown on the registration books of the County maintained by UMB Financial Corporation, Dallas, Texas, as Registrar, as of the close of business on the fifteenth (15th) day (whether or not a business day) of the calendar month next preceding the applicable Interest Date (the "Record Date"); provided, however, at the request of any holder of Series 2020 Bonds, interest payments may be made by bank wire transfer to the account designated by such holder. Principal of, or Redemption Price, if applicable, on the Series 2020 Bonds is payable to the holder thereof at the designated corporate office of the Paying Agent, except as otherwise described below under the subheading, "--Book-Entry Only System." The Series 2020 Bonds will be issued initially as book -entry obligations and held by The N Depository Trust Company ("DTC") as securities depository. The ownership of one fully registered Series 2020 Bond for each maturity as set forth on the inside cover page hereof, in the appropriate aggregate `m co principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC. For more information regarding DTC and DTC's Book -Entry System, see the subheading "—Book-Entry Only System" which immediately follows. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY ("DTC") AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE. THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2020 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2020 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2020 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2020 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2020 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2020 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2020 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2020 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2020 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. 25694/009/01626500.DOCv3 4 Packet Pg. 333 11.B.5 DTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds will be issued as fully -registered securities 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 Series 2020 Bond certificate will be issued for each maturity of each series of the Series 2020 Bonds in the aggregate principal amount thereof, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized g r under the New York Banking Law, a "banking organization" within the meaning of the New York ZM Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of o the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions 1 of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 0 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money a market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with op DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other c securities transactions in deposited securities, through electronic computerized book -entry transfers and N pledges between Direct Participants' accounts. This eliminates the need for physical movement of m �L securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, (n banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for `° Q DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are N registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the N DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship Cn with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Ratings ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com. d Purchases of Series 2020 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2020 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2020 Bonds, except in the event that use of the book -entry system for the Series 2020 Bonds is discontinued. To facilitate subsequent transfers, all Series 2020 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2020 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2020 25694/009/01626500.DOCv3 5 Packet Pg. 334 11.B.5 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2020 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2020 Bonds may wish to ascertain that the nominee holding the Series 2020 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2020 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payment of principal and interest on the Series 2020 Bonds will be made to Cede & Co., or such m other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit `m co Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and M customary practices, as is 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 DTC Participant and not of DTC or the d County, subject to any statutory or regulatory requirements as may be in effect from time to time. d Payment of principal and redemption proceeds to Cede & Co. (or such other nominee as may be y requested by an authorized representative of DTC) is the responsibility of the County, disbursement of M such payments to Direct Participants will be the responsibility of DTC, and disbursement of such 0 payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. p DTC may discontinue providing its services as depository with respect to the Series 2020 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor depository is not obtained, the Series 2020 Bonds are required to be printed and delivered. The County may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Series 2020 Bonds certificates will be printed and delivered to DTC. Interchangeability, Negotiability and Transfer So long as the Series 2020 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2020 Bonds do not apply to the Series 2020 Bonds to the extent of a conflict with the DTC book -entry system. 25694/009/01626500.DOCv3 6 Packet Pg. 335 11.B.5 Series 2020 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2020 Bonds of the same Series and maturity of any other authorized denominations. The Series 2020 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2020 Bonds. So long as any of the Series 2020 Bonds shall remain Outstanding, the County shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2020 Bonds. Each Series 2020 Bond shall be transferable only upon the books of the County, at the office of the a Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in op person or by his attorney duly authorized in writing upon surrender thereof together with a written c instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his N duly authorized attorney. Upon the transfer of any such Series 2020 Bond, the County shall issue, and m �L cause to be authenticated, in the name of the transferee a new Series 2020 Bond or Series 2020 Bonds of the same Series, aggregate principal amount and maturity as the surrendered Series 2020 Bond. The County, the Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in `° Q whose name any Outstanding Series 2020 Bond shall be registered upon the books of the County as the N absolute owner of such Series 2020 Bond, whether such Series 2020 Bond shall be overdue or not, for the c N purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Series 2020 Bond and for all other purposes, and all such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such co Series 2020 Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected by any notice to the contrary. In M n The Registrar, in any case where it is not also the Paying Agent in respect to any Series 2020 Bonds, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for the Series 2020 Bonds; (B) following the fifteenth (15th) day next preceding the date of first mailing of notice of redemption of any Series 2020 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such Series 2020 Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of Series 2020 Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Series 2020 Bond shall effect payment of interest on such Series 2020 Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging or transferring Series 2020 Bonds is exercised, the County shall execute and deliver Series 2020 Bonds and the Registrar shall authenticate such Series 2020 Bonds in accordance with the provisions of the Resolution. Execution of Series 2020 Bonds by the Chair and Clerk for purposes of exchanging, replacing or transferring Series 2020 Bonds may occur at the time of the original delivery of the Series 2020 Bonds. All Series 2020 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 registration of transfer of Series 2020 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 and the Registrar shall not be obligated to make any such exchange or transfer of Series 2020 Bonds during the fifteen (15) days next preceding an Interest Date on the Series 2020 Bonds or, in the case of any proposed 25694/009/01626500.DOCv3 Packet Pg. 336 11.B.5 redemption of the Series 2020 Bonds, then, for the Series 2020 Bonds subject to redemption, during the fifteen (15) days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. Series 2020 Bonds Mutilated, Destroyed, Stolen or Lost So long as the Series 2020 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to mutilated, destroyed, stolen or lost Series 2020 Bonds do not apply to the Series 2020 Bonds to the extent of a conflict with the DTC book -entry system. In case any Series 2020 Bond shall become mutilated, or be destroyed, stolen or lost, the County may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2020 Bond of like tenor as the Series 2020 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2020 Bond upon surrender and cancellation of such mutilated Series 2020 Bond or in lieu of and substitution for the Series 2020 Bond destroyed, stolen or lost, and upon the Series 2020 Bondholder furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County or the Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series 2020 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 2020 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2020 Bond, the County may pay the same or cause the Series 2020 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2020 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2020 Bonds issued pursuant to the Resolution shall constitute original, additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed Series 2020 Bond be at any time found by anyone, and such duplicate Series 2020 Bond shall be entitled to equal and proportionate benefits and rights to the same extent as all other Series 2020 Bonds issued pursuant to the Resolution. d Optional Redemption Series 2020A Bonds. The Series 2020A Bonds maturing on or after October 1, 2031 are subject to redemption in whole or in part, at any time, on or after October 1, 2030, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot), at a redemption price equal to 100% of the principal amount of the Series 2020A Bonds to be redeemed plus accrued interest to the date fixed for redemption, without premium. Series 2020B Bonds. The Series 2020B Bonds are not subject to redemption prior to maturity. Mandatory Redemption The Series 2020A Bonds maturing on October 1, , are subject to mandatory sinking fund redemption, prior to maturity in part, by lot, on October 1, J at a Redemption Price equal to the principal amount of such Series 2020A 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: 25694/009/01626500.DOCv3 8 Packet Pg. 337 11.B.5 Amortization Year Installments *Final Maturity Selection of Series 2020A Bonds to be Redeemed The Series 2020A Bonds shall be redeemed only in the principal amount of $5,000 each and .5 integral multiples thereof. The County shall, at least 45 days prior to the redemption date (unless a a shorter time period shall be satisfactory to the Registrar), notify the Registrar of such redemption date CO and of the Series and principal amount of Series 2020A Bonds to be redeemed. For purposes of any c redemption of less than all of the Series 2020A Bonds of a single maturity of a Series, the particular Series N 2020A Bonds or portions of Series 2020A Bonds to be redeemed shall be selected not more than 45 days L and not less than 35 days prior to the redemption date by the Registrar from the Series 2020A Bonds of (n the maturity or maturities designated by the County by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Series 2020A Bonds or portions of `° Series 2020A Bonds in amounts of $5,000 and integral multiples thereof. Notwithstanding theprincipal N foregoing, in the event that less than the entire principal amount of a Term Bond is to be optionally CD N redeemed, the County shall determine how the principal amount of such refunded Term Bond is to be allocated to the Amortization Installments for the Term Bond and shall notify the Paying Agent andCn `m Registrar of such allocation. If less than all of the Series 2020A Bonds of a single maturity of a Series are to be redeemed, the T Registrar shall promptly notify the County in writing of the Series 2020A Bonds or portions of Series 2020A Bonds selected for redemption and, in the case of any Series 2020A Bond selected for partial d redemption, the principal amount thereof to be redeemed. d Notice of Redemption Notice of redemption, which shall specify the Series 2020A Bond or Series 2020A Bonds (or portions thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf of the County, and (A) shall be filed with the Paying Agent of such Series 2020A Bonds, (B) shall be mailed first class, postage prepaid, not less than 30 days prior to the redemption date to all Holders of Series 2020A Bonds to be redeemed at their addresses as they appear on the registration books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and two or more nationally recognized municipal bond information services as provided in the Resolution. Failure to mail such notice to such depositories or services or the Holders of the Series 2020A Bonds to be redeemed, or any defect therein, shall not affect the proceedings for redemption of Series 2020A Bonds as to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Series 2020A Bonds. The County may provide that a redemption will be contingent upon the occurrence of certain conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided notice of rescission shall be mailed in the manner described above to all affected Series 2020A 25694/009/01626500.DOCv3 9 Packet Pg. 338 11.B.5 Bondholders as soon as practicable but in no event later than three business days following knowledge by the County and/or the Registrar that the condition for redemption has not or will not occur. SECURITY FOR THE SERIES 2020 BONDS General During such time as any of the Series 2020 Bonds are outstanding under the Resolution or any amounts due under the Resolution or with respect to the Series 2020 Bonds remain unpaid or outstanding, the County has covenanted and agreed to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to (A) pay principal of and interest on the Series 2020 Bonds when due, and (B) pay all required deposits to the 2020A Rebate Fund pursuant to the Resolution. "Non -Ad Valorem Revenues" means all General Fund Revenues and MSTD Revenues, other than m �L revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds, but only to the extent they are legally available to make the payments required in the Resolution. 3 "General Fund Revenues" means total revenues of the County derived from any source whatsoever and Q that are allocated to and accounted for in the General Fund as shown in the Annual Audit. "General G N Fund" means the "General Fund" of the County as described and identified in the Annual Audit. "Impact N Fee Proceeds" means the proceeds of all impact fees levied by the County that are allocated to and accounted for in the Capital Projects Funds as shown in the Annual Audit. "Capital Projects Funds"co `m means the "Capital Projects Funds" of the County as described and identified in the Annual Audit. "MSTD Revenues" means all revenues of the County derived from any source whatsoever and that are allocated to and accounted for in the Unincorporated Area Municipal Services Taxing District ("MSTD") Fund as shown in the Annual Audit. "Unincorporated Area Municipal Services Taxing District Fund" means the "Unincorporated Area Municipal Services Taxing District ("MSTD") Fund" of the "Special d Revenue Funds" of the County as such Funds are described and identified in the Annual Audit. d Such covenant and agreement on the part of the County to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the County, the County does not covenant to maintain any services or programs, now provided or maintained by the County, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non - Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non -Ad Valorem Revenues, nor does it require the County to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Series 2020 Bondholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the County. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner stated in the Resolution shall have the effect of making available for the payment of the Series 2020 Bonds, in the manner described in the Resolution, Non -Ad Valorem Revenues and placing on the County a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its 25694/009/01626500.DOCv3 10 Packet Pg. 339 11.B.5 obligations under the Resolution; subject, however, in all respects to the restrictions of Section 129.07, Florida Statutes, which generally provide that the governing body of each county may only make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are legally mandated by applicable law. The County has covenanted and agreed to transfer to the Paying Agent for the Series 2020 Bonds, solely from funds budgeted and appropriated as described in the Resolution, on or prior to the date designated for payment of any principal of or interest on the Series 2020 Bonds, sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such moneys for payment of the principal and interest on the Series 2020 Bonds when due. THE SERIES 2020 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE COUNTY FROM NON -AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO HOLDER OF ANY SERIES 2020 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2020 BOND, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2020 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NON -AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. No Reserve for the Series 2020 Bonds i M The County has determined not to fund a debt service reserve fund or account to further secure the Series 2020 Bonds. aa) Anti -Dilution Test During such time as any Series 2020 Bonds are Outstanding under the Resolution, the County has agreed and covenanted with the Series 2020 Bondholders that upon the issuance of any subsequent Debt (as hereinafter defined) (1) Non -Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the Series 2020 Bonds and maximum annual debt service on Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Series 2020 Bonds and maximum annual debt service for all Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of (a) ad valorem tax revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Series 2020 Bonds or Debt. The calculations required by (1) and (2) above shall be determined using the average of actual Non -Ad Valorem Revenues, General Fund Revenues, MSTD Revenues and Impact Fee Proceeds for the prior two Fiscal Years based on the County's Annual Audits. For purposes of the calculations required by clauses (1) and (2) above, Maximum Annual Debt Service on the Series 2020 Bonds and maximum annual debt service on Debt shall be done on an aggregate basis whereby the annual debt service for each is combined and the overall maximum is determined. For the purposes of the covenants contained in the preceding paragraph, maximum annual debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate, 25694/009/01626500.DOCv3 11 Packet Pg. 340 11.B.5 maximum annual debt service on such Debt shall be determined assuming that interest accrues on such Debt at the current 'Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined below, maximum annual debt service on such Debt shall be determined assuming such Debt is amortized over 20 years from its original date of issuance on an approximately level debt service basis. For purposes of this paragraph, 'Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures during any one Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement shall be deemed to be the Hedge Payments coming due during such period of time. With respect to debt service on any Debt with respect to which the County elects to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury, when determining the interest on such Debt for any particular interest payment date the amount of the corresponding subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on the interest payment date, but only to the extent that the County reasonably believes that it will be in receipt of such subsidy payment on or prior to such interest payment date. "Debt" means at any date (without duplication) all of the following to the extent that they are secured by or payable in whole or in part from any Non -Ad Valorem Revenues (A) all obligations of the `° Q County for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (B) G N all obligations of the County to pay the deferred purchase price of property or services, except trade CD N accounts payable under normal trade terms and which arise in the ordinary course of business; (C) all obligations of the County as lessee under capitalized leases; and (D) all indebtedness of other Persons toco `m the extent guaranteed by, or secured by, Non -Ad Valorem Revenues of the County; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above, the County has covenanted to budget and appropriate sufficient Non -Ad Valorem Revenues to satisfy such obligation but has not secured such obligation with a lien on or pledge of any Non -Ad Valorem Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be considered 'Debt" for d purposes of the Resolution unless the County has actually used Non -Ad Valorem Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects to use Non -Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding Fiscal Year. After y an obligation is considered 'Debt" as a result of the proviso set forth in the immediately preceding sentence, it shall continue to be considered 'Debt" until the County has not used any Non -Ad Valorem p Revenues to satisfy such obligation for two consecutive Fiscal Years. �% Real Property Account The County covenanted and agreed in the Resolution to establish a special account, the "Collier County, Florida Taxable Special Obligation Revenue Bonds, Series 2020B Real Property Account" (the 'Real Property Account"), which shall be used only for costs related to the purchase of the Real Estate. The County may establish separate subaccounts within the Real Property Account. Moneys in the Real Property Account, until applied in payment of any item of the costs of the purchase of the Real Property in the manner hereinafter provided, shall be subject to a lien and charge in favor of the Holders of the Series 2020B Bonds and for the further security of such Holders. There shall be paid into the Real Property Account the amounts required to be so paid by the provisions of the Resolution, and there may be paid into the Real Property Account, at the option of the 25694/009/01626500.DOCv3 12 Packet Pg. 341 11.B.5 County, any moneys received for or in connection with the purchase of the Real Property by the County from any other source. Any moneys received by the County from the State or from the United States of America or any agencies thereof for the purpose of financing part of the purchase of the Real Property shall be deposited into the Real Property Account and used in the same manner as other Series 2020B Bond proceeds are used therein; provided that separate accounts or subaccounts may be established in the Real Property Account for moneys received pursuant to the provisions of the Resolution whenever required by Federal or State law. The County shall keep records of such disbursements and payments and shall retain all such records for such period of time as required by applicable law. The County shall make available the records at all reasonable times for inspection by any Holder of any of the Series 2020B Bonds or the agent or representative of any Holder of any of the Series 2020B Bonds. Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys are not available therefor, amounts in the 2020B Real Property Account shall be applied to the payment of principal and interest on the Series 2020B Bonds. The date of completion of the purchase of the Real Estate shall be documented by an Authorized N CD County Officer in the appropriate records of the County. Promptly after the date of such completion and N after paying or making provision for the payment of all unpaid items of the costs related to the purchase m of the Real Property, the County shall apply any balance of moneys remaining in an account in the Real `m co Property Account to pay debt service on the Series 2020B Bonds or shall be applied for any other capital project or improvement of the County that is approved by the Board. M Construction Account The County covenanted and agreed to establish in the Resolution, a special account, the Collier County, Florida Special Obligation Revenue Bonds, Series 2020A Construction Account (the "Construction Account"), which shall be used only for payment of costs of the Series 2020A Project. The County may establish separate accounts within the Construction Account. Moneys in the Construction Account, until applied in payment of any item of costs of the Series 2020A Project in the manner hereinafter provided, shall be subject to a lien and charge in favor of the Holders of the Series 2020A Bonds and for the further security of such Holders. There shall be paid into the Construction Account the amounts required to be so paid by the provisions of the Resolution and there may be paid into the Construction Account, at the option of the County, any moneys received for or in connection with the Series 2020A Project by the County from any other source. The proceeds of insurance maintained pursuant to the Resolution against physical loss of or damage to the Series 2020A Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the Construction Account. Any moneys received by the County from the State or from the United States of America or any agencies thereof for the purpose of financing part of the costs the Series 2020A Project shall be deposited into the Construction Account and used in the same manner as other Series 2020A Bond proceeds are 25694/009/01626500.DOCv3 13 Packet Pg. 342 11.B.5 used therein; provided that separate accounts or subaccounts may be established in the Construction Account for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State law. The County covenants that the acquisition, construction and installation of the Series 2020A Project will be completed without delay and in accordance with sound engineering practices. The County shall make disbursements or payments from the Construction Account to pay costs of the Series 2020A Project. The County shall keep records of such disbursements and payments and shall retain all such records for such period of time as required by applicable law. The County shall make available the records at all reasonable times for inspection by any Holder of any of the Series 2020A Bonds or the agent or representative of any Holder of any of the Series 2020A Bonds. Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys are not available therefor, amounts in the Construction Account shall be applied to the payment of principal and interest on the Series 2020A Bonds, when due. The date of completion of the acquisition, construction and equipping of the Series 2020A Project shall be documented by an Authorized Issuer Officer in the appropriate records of the County. Promptly after the date of such completion and after paying or making provision for the payment of all unpaid items of the costs of such Series 2020A Project, the County shall apply any balance of moneys remaining in the Construction Account to pay debt service on the Series 2020A Bonds or shall be applied for any other capital project or improvement of the County that is approved by the Board. GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES i M General The County generally receives two primary sources of general governmental revenue: ad valorem taxes and non -ad valorem revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the County maturing more than twelve months from the date of issuance thereof without approval of the electorate of the County. The ad valorem tax revenues of the County are not pledged as security for the payment of the Series 2020 Bonds and the County is not obligated to budget and appropriate ad valorem tax revenues for the payment of the Series 2020 Bonds. Non -ad valorem revenues of the County may be pledged, subject to certain limitations disclosed herein, for the payment of debt obligations of the County. Such non -ad valorem revenues include a broad category of revenues, including, but not limited to, revenues received from the State, investment income and income produced from certain services and facilities of the County, as described below. Series 2020 Bondholders do not have a lien on any specific non -ad valorem revenues of the County. As more fully described above under "SECURITY FOR THE SERIES 2020 BONDS," the County has covenanted and agreed in the Resolution, subject to certain restrictions and limitations, to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues amounts sufficient to pay principal of and interest on the Series 2020 Bonds when due in the manner and to the extent described in the Resolution. The holders of the Series 2020 Bonds do not have a lien on any specific Non - Ad Valorem Revenues of the County and the County has outstanding certain other debt obligations payable from a lien upon and pledge of certain of the Non -Ad Valorem Revenues of the County. 25694/009/01626500.DOCv3 14 Packet Pg. 343 11.B.5 The County is the recipient of certain non -ad valorem revenue sources, including but not limited to, half -cent sales tax revenues and/or certain revenue sharing revenues that have been negatively impacted by the effects of COVID-19. Travel restrictions and shelter in place orders have resulted in, and will likely continue to result in, decreased tourism, travel and consumer spending, as more particularly described below under "RISK FACTORS." A large percentage of the revenues of the County, including ad valorem taxes and non -ad valorem revenues, are deposited in the General Fund and the Unincorporated Area Municipal Services Taxing District Fund. The General Fund is the largest operating fund of the County. It is used to account for substantially all countywide activities and is supported principally by ad valorem taxes. The Unincorporated Area Municipal Services Taxing District Fund accounts for municipal type services provided in the unincorporated area of the County and is also supported primarily by ad valorem taxes. See "CERTAIN FINANCIAL MATTERS - General Fund and Unincorporated Area Municipal Services Taxing District Fund" herein. Furthermore, as described herein under "SECURITY FOR THE SERIES 2020 BONDS," the obligation of the County to budget and appropriate Non -Ad Valorem Revenues is subject to a variety of factors, including without limitation the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law, and the obligation of the County to have a balanced budget. The County's infrastructure sales surtax is not described herein and is not available to pay debt service on the Series 2020 Bonds because it is not deposited into the funds described in the definition of Non -Ad Valorem Revenues. See "SECURITY FOR THE SERIES 2020 BONDS — General" and APPENDIX B — Form of the Resolution" attached hereto. The County is permitted by the Florida Constitution to levy ad valorem taxes at a rate of up to $10 per $1,000 of assessed valuation for general governmental expenditures. The County's General Fund +, ad valorem tax millage rate for the fiscal year ending September 30, 2020 is $3.5645 per $1,000. The d County's Unincorporated Area Municipal Services Taxing District Fund ad valorem tax millage rate for d the fiscal year ending September 30, 2020 is $0.8069 per $1,000. The County is also permitted by the y Florida Constitution to levy ad valorem taxes above the $10 per $1,000 limitation to pay debt service on W general obligation long-term debt if approved by a voter referendum but does not currently do so. 2 The Florida Department of Financial Services ("FDFS") has developed, as part of the Uniform Accounting System Manual's Chart of Accounts, six major categories of local government revenues: taxes, intergovernmental revenues, licenses, permits and impact fees, charges for services, fines and forfeitures and miscellaneous revenues. Using that organization, the following describes the major sources of the County's Non -Ad Valorem Revenues: Taxes Local Communications Services Tax Chapter 202, Florida Statutes (the "CSTA") authorizes counties in Florida to impose a local communications services tax on the sale of communications services as defined in Section 202.11, Florida Statutes. Pursuant to Sections 202.19 and 202.20, Florida Statutes, any sale of communications services charged to a service address in the County is subject to the County's local communications services tax at a rate of 2.10%. 25694/009/01626500.DOCv3 15 Packet Pg. 344 11.B.5 The local communications services tax applies to the purchase of "communications services" which originated or terminated within unincorporated Collier County, with certain exemptions described below. "Communication services" under the CSTA are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used for such transmission or conveyance. The term does not include: (a) Information services. (b) Installation or maintenance of wiring or equipment on a customer's premises. (c) The sale or rental of tangible personal property. (d) The sale of advertising, including, but not limited to, directory advertising. (e) Bad check charges. (f) Late payment charges. (g) Billing and collection services. (h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line services. While such services have historically been taxed, if the charges for such services are not stated c separately from the charges for communications services, on a customer's bill, providers now have the N ability to exclude such services from the tax if they can be reasonably identified from the selling dealer's books and records kept in the regular course of business. The dealer may support the allocation of charges with books and records kept in the regular course of business covering the dealer's entire service area, including territories outside of Florida. n M The sale of communications services to (i) the federal government, or any instrumentality or agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the State or any county, municipality or political subdivision of the State when payment is made directly to the dealer by d the governmental entity, and (iii) any home for the aged or educational institution (which includes state tax -supported and nonprofit private schools, colleges and universities and nonprofit libraries, art M galleries and museums, among others) or religious institutions (which include, but are not limited to, organizations having an established physical place for worship at which nonprofit religious services and activities are regularly conducted) that is exempt from federal income tax under Section 501(c)(3) of the 0 Internal Revenue Code of 1986, as amended (the "Code"), are exempt from the local communications c services tax. P The CSTA provides that, to the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the local communications services tax, such provider is entitled to a credit against the amount of such local communications services tax payable to the State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under Section 202.18(3), Florida Statutes. However, the County does not impose any such fees or charges on communications services providers. Under the CSTA, local governments must work with the Federal Department of Revenue ("FDOR") to properly identify service addresses to each municipality and county. If a jurisdiction fails to 25694/009/01626500.DOCv3 16 Packet Pg. 345 11.B.5 provide the FDOR with accurate service address information, the local government risks losing tax proceeds that it should properly receive. The County believes it has provided the FDOR with all information that the FDOR has requested as of the date hereof and that such information is accurate. Providers of communications services collect the local communications services tax and may deduct 0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code database or a data base that is either supplied or certified by the FDOR). The communications services providers remit the remaining proceeds to the FDOR for deposit into the CST Trust Fund. The FDOR then makes monthly contributions from the CST Trust Fund to the appropriate local governments after deducting up to 1% of the total revenues generated as an administrative fee. The proceeds of the local communications services tax, less the FDOR's cost of administration which may not exceed 1% of the total tax generated, are deposited in the Local Communications Services Tax Clearing Trust Fund (the "CST Trust Fund") and distributed monthly to the appropriate jurisdiction. The local communications services tax revenues received by the County are deposited into the County General Fund and may be used for any public purpose. The revenues that are received by the County from such communications services tax which derive from the CST Trust Fund created with the FDOR pursuant to Section 202.193, Florida Statutes, may be pledged for the repayment of current or future bonded indebtedness. The amount of local communications services tax revenues received by the County is subject to increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the County, (ii) legislative changes, and/or (iii) technological advances which could affect consumer preferences. T The amount of the local communications services tax revenues collected within the County may M be adversely affected by incorporation or annexation. Such incorporation or annexation would decrease the number of addresses contained within the County. At this time, there are no incorporations or c d annexations anticipated within the County. B Intergovernmental Revenues All revenues received by a local unit from federal, state, and other local government sources in the form of grants, shared revenues, and payments in lieu of taxes would be included in the intergovernmental revenues category. The category is further classified into seven subcategories: federal grants, federal payments in lieu of taxes ('PILOT'), state grants, state shared revenues, state PILOT, local grants and local shared revenues. If a particular grant is funded from separate intergovernmental sources, then the revenue is recorded proportionately. The largest component is the "Local Government Half -Cent Sales Tax." Local Government Half -Cent Sales Tax The half -cent sales tax revenues consist of the amount of the Local Government Half -Cent Sales Tax distributed to the County by the State of Florida (the "State") from the Local Government Half -Cent Sales Tax Clearing Trust Fund to the County pursuant to the provisions of Chapter 218, Part VI, Florida Statutes (the "Half -Cent Sales Tax Revenues"). 25694/009/01626500.DOCv3 17 Packet Pg. 346 11.B.5 The State levies and collects a sales tax on, among other things, the sales price of each item or article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer allowances. In 1982, the Florida Legislature created the Local Government Half -Cent Sales Tax Program (the "Half -Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements. In 1982, when the Half -Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half -Cent Sales Tax Program, thus giving rise to the name "Half -Cent Sales Tax." Although the amount of sales tax revenue deposited into the Half -Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales price of an item subject to sales tax, the name "Half -Cent Sales Tax" has continued to be utilized. Section 212.20, Florida Statutes, provides for the distribution of sales tax revenues collected by the State of Florida and further provides for the distribution of a portion of sales tax revenues to the Half - Cent Sales Tax Clearing Trust Fund (the "Half -Cent Sales Tax Trust Fund"), after providing for transfers to the General Fund and the Ecosystem Management and Restoration Trust Fund. The proportion of sales tax revenues deposited in the Half -Cent Sales Tax Trust Fund (the "Half -Cent Sales Tax revenues") is 8.814% of all state sales tax remitted to the State by a sales tax dealer located within a particular county. Such amount deposited in the Half -Cent Sales Tax Trust Fund is earmarked for distribution to the governing body of such county and each participating municipality within that county pursuant to a distribution formula. The general rate of sales tax in the State is currently 6%. As of October 1, 2001, the Half -Cent Sales Tax Trust Fund began receiving a portion of location m communications services tax revenues pursuant to the CSTA. Accordingly, moneys distributed from the `m co Half -Cent Sales Tax Trust Fund now consist of funds derived from both general sales tax proceeds and local communications services tax revenues required to be deposited into the Half -Cent Sales Tax Trust Fund. The Half -Cent Sales Tax Revenues are distributed from the Half -Cent Sales Tax Trust Fund on a M monthly basis to participating units of local government in accordance with Part VI, Chapter 218, Florida Statutes (the "Sales Tax Act"). The Sales Tax Act permits the County to pledge its share of the Half -Cent E Sales Tax for the payment of principal of and interest on any capital project. Florida law also allows counties to impose a sales surtax of up to 1% to fund infrastructure improvements upon approval by a y vote of the electors. The County has not imposed a 1% sales surtax. To be eligible to participate in the Half -Cent Sales Tax Program, each municipality and county is required to have met the Eligibility Requirements: (i) reported its finances for its most recently completed fiscal year to the FDFS as required by Florida law; (ii) m de provisions for annual post audits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such three (3) mill ad valorem tax, to have received a remittance from the county pursuant to a municipal services benefit unit, collected an occupational license 25694/009/01626500.DOCv3 18 Packet Pg. 347 11.B.5 tax, utility tax, or ad valorem tax, or have received revenue from any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications and are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual post audit of its financial accounts in accordance with law; and (vii) certified to FDOR 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 Half- `° Q Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years imposing N additional requirements of eligibility for counties and municipalities participating in the Half -Cent Sales CD N Tax revenues, or the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes, may be revised. To be eligible to participate in the Half -Cent Sales Tax Trust Fund in future years, the Countyco `m must comply with the financial reporting and other requirements of the Sales Tax Act. Otherwise, the County would lose its Half -Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of noncompliance" by FDOR. The County has always maintained eligibility to receive the Sales Tax revenues. v Half -Cent Sales Tax revenues collected within a county and deposited in the Half -Cent Sales Tax Trust Fund are distributed among such county and the eligible municipalities therein in accordance with the following formula: County's share (expressed as a percentage of total Half -Cent Sales Tax Revenues) Each municipality's share (expressed as a percentage of Half - Cent Sales Tax Revenues) unincorporated county + = population 2/3 of the incorporated county population total 2/3 of the county + incorporated population county population municipality population total 2/3 of the county + incorporated population county population The amount of Half -Cent Sales Tax revenues distributed to the County is subject to increase or decrease due to (i) more or less favorable economic conditions, (ii) increases or decreases in the dollar 25694/009/01626500.DOCv3 19 Packet Pg. 348 11.B.5 volume of taxable sales within the County, (iii) 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 amounts deposited into the Trust Fund, and (iv) other factors which may be beyond the control of the County or the Series 2020 Bondholders, including but not limited to public health emergencies, the potential for increased use of electronic commerce and other internet-related sales activity that could have a material adverse impact upon the amounts collected by the State, deposited into the Trust Fund and then distributed to the County. In July, 2020, the County received a distribution of half -cent sales tax revenues from the State relating to May, 2020 collections within the County. The amount of half -cent sales tax revenues received by the County for the nine month period ending July, 2020 was $38,476,653 (unaudited), which when compared to the same nine month period for the fiscal year ended September 30, 2019 ($39,906,686) reflects an approximate 3.6% decrease in collections. The table below reflects month by month collections and percentage increase/decrease for that comparison period. Monthly Half- Monthly Half - Cent Sales Cent Sales Percent Month(') Tax Collections Month(') Tax Collections Increase/Decrease October 2018 $2,960,344 October 2019 $3,123,390 5.51% November 2018 3,194,874 November 2019 3,290,606 3.00 December 2018 3,654,841 December 2019 3,904,484 6.83 January 2019 4,027,296 January 2020 4,342,422 7.82 February 2019 4,794,622 February 2020 5,040,603 5.13 March 2019 4,389,458 March 2020 4,828,185 10.00 April 2019 4,443,076 April 2020 4,670,739 5.12 May 2019 4,855,213 May 2020 3,654,115 (4.74) June 2019 4,115,316 June 2020 2,468,716 (40.01) July 2019 3,471,646 July 2020 3,153,393 (9.17) �l> There is a two month time lag between local economic collection activity and the distribution from the State. Therefore, for example, revenues reflected in the table above as collections for the month of October were actually collected locally in August and distributed to the County in October. See "RISK FACTORS" herein for more information about the impacts of COVID-19 on the County and its receipt of half -cent sales tax revenues because of reduced retail sales. In addition, the amounts deposited in the Trust Fund which are to be distributed to the County will be affected by changes in the relative populations of the unincorporated and incorporated areas within the County. Such relative populations are subject to change through normal increases and decreases in population within the existing unincorporated and incorporated areas of the County and are also subject to change by the annexation of previously unincorporated areas of the County by the municipalities within the County or incorporations. Such annexations or incorporations would not only increase the population of the incorporated areas but also would, in equal amount, decrease the population of the unincorporated areas. Currently, the County is not aware of any potential incorporations or annexations in the County. 25694/009/01626500.DOCv3 20 Packet Pg. 349 11.B.5 State Revenue Sharing A portion of the taxes levied and collected by the State is shared with local governments under provisions of Chapter 218.215, Florida Statutes. To be eligible for State Revenue Sharing funds, a local government must have satisfied the Eligibility Requirements. Eligibility is retained if the local government has met eligibility requirements for the previous three years, even if the local government reduces its millage or utility taxes because of the receipt of State Revenue Sharing funds. The amount of the State Revenue Sharing Trust Fund distributed to a county is calculated using a formula consisting of the following equally weighted factors: county population, unincorporated county population and county sales tax collections. A county's population factor means a county's population divided by the total population of all eligible counties in the State. The unincorporated county population factor means the county's unincorporated population divided by the total unincorporated population of all eligible counties in the State. A county's sales tax collections factor means that county's sales tax collections during the preceding year divided by the total sales tax collections during the same period for all eligible counties in the State. Funds are wired monthly by FDOR. Each eligible county is entitled to receive a minimum amount of State Revenue Sharing funds,QP N known as the "guaranteed entitlement" and the "second guaranteed entitlement," the first of which is correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible `m co property in the State fiscal year 1971-1972 and the second of which is correlated to the amount received by such county in State fiscal year 1981-1982 from the then -existing tax on cigarettes and intangible personal property, less the guaranteed entitlement. The funds remaining in the Revenue Sharing Trust Fund after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are referred to as "growth monies" that are further distributed to eligible counties (the "Growth Monies"). d There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed Entitlement or the Growth Monies revenues, however there are restrictions on the amount of funds that can be pledged for bond indebtedness. Counties are allowed to pledge the Guaranteed Entitlement and the Second Guaranteed Entitlement revenues. Counties can assign, pledge, or set aside as a trust for the payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent of the State Revenue Sharing funds (including Growth Monies) received by it in the prior State fiscal year. To be eligible to participate in State Revenue Sharing in future years, the County must comply with certain eligibility and reporting requirements. If the County fails to comply with such requirements, FDOR may utilize the best information available to it, if such information is available, or take any necessary action including disqualification, either partial or entire, and the County shall further waive any right to challenge the determination of FDOR as to its disbursement, if any. See "RISK FACTORS" herein for more information about the impacts of COVID-19 on the County and its receipt of State Revenue Sharing funds. 25694/009/01626500.DOCv3 21 Packet Pg. 350 11.B.5 Licenses, Permits and Impact Fees These are revenues derived from the issuance of local professional, occupational, and other licenses. Included in this category are impact fees. Pursuant to Ordinance No. 2001-13, as amended, such impact fees include: County -Wide Library Impact Fees, Emergency Medical Services Impact Fees, Government Facilities Impact Fees, Law Enforcement Impact Fees, Correctional Facilities Impact Fees, Road Impact Fees, Fire Impact Fees and Parks Impact Fees. The Board established separate impact fee trust funds for each of the County -Wide Library Impact Fees, Emergency Medical Services Impact Fees, Government Facilities Impact Fees, Law Enforcement Impact Fees, Correctional Facilities Impact Fees, Road Impact Fees, Fire Impact Fees and Parks Impact Fees. Each of these impact fee trust funds is maintained separate and apart from each other and from all other funds of the County. The funds deposited into each impact fee trust fund are to be used solely for the purpose of providing growth necessitated improvements and additions to the specific public facility for which such impact fees are received. Impact fees are charged on new construction and must be used for growth related capital expansion. The use of impact fees is limited under Florida law to (i) payment for expansion facilities or (ii) paying debt service on obligations issued to acquire or construct or refinance expansion facilities to the extent the debt service is attributable to expansion facilities. The use of impact fees is further limited to facility expansions related to the purpose of the impact fee itself. For example, County -Wide Library Impact Fees may only be used to pay debt service which relates to library facilities expansion. Under Florida law, investment earnings with respect to impact fees are subject to the same restrictions on use as the impact fees themselves. Impact fee revenues fluctuate with the amount of new construction or development which occurs within the County. Therefore, there can be no assurances that such revenue will not decrease or be eliminated altogether in the event that new construction, for whatever reason, might decrease or cease altogether within the County. The 2020A Project does not consist of growth related improvements and additions or law enforcement, library, emergency medical services, parks, road or fire growth related improvement additions. Therefore, Government Facilities Impact Fees, Correctional Facilities Impact Fees, Law Enforcement Impact Fees, Library Impact Fees, Emergency Medical Services Impact Fees, Road Impact Fees, Park Impact Fees and Fire Impact Fees are not legally available to pay any debt service on the Series 2020A Bonds. Charges for Services Revenues resulting from a local unit's charges for services are reflected in this category and include those charges received from private individuals or other governmental units. The following functional areas include such charges: (i) General government; (ii) Public safety; (iii) Physical environment; (iv) Transportation; (v) Economic environment; (vi) Human services; and (vii) Culture and recreation. 25694/009/01626500.DOCv3 22 Packet Pg. 351 11.B.5 Fines and Forfeitures Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory offenses, violation of lawful administrative rules and regulations, and for neglect of official duty. Forfeitures include revenues resulting from parking and court fines. Interest This category includes interest earned on County investments. As the economy slowed, the amount of interest received by the County has been negatively impacted. Miscellaneous Revenues This category includes a variety of revenues including: (i) Rents and royalties; (ii) Disposition of fixed assets; (iii) Contributions and donations; (iv) Insurance proceeds; and (v) Other miscellaneous revenue The following table represents the County's determination of Non -Ad Valorem Revenues for the m County's fiscal years ending September 30, 2015 through and including September 30, 2019 (excludes `m non -ad valorem revenues of the County which are not legally available to pay debt service on the Series co 2020 Bonds). Certain of such revenues may heretofore or hereinafter be specifically pledged to secure other indebtedness by the County. Any such debt would be payable from such specific revenue sources prior to payment of debt service on the Series 2020 Bonds. Such table is not intended to represent revenues of the County which would necessarily be available to pay debt service on the Series 2020 4) Bonds, however they are an indication of the relative amounts of non -ad valorem revenues of the County which may be available for the payment of principal of and interest on the Series 2020 Bonds taking into y account general government expenditures. Certain categories may cease to exist altogether and new W sources may come about from time to time. 'o [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 23 Packet Pg. 352 11.B.5 COLLIER COUNTY, FLORIDA HISTORICAL NON -AD VALOREM REVENUES IN GENERAL FUND, UNINCORPORATED AREA MUNICIPAL SERVICES TAXING DISTRICT FUND AND CAPITAL PROJECTS FUNDS Taxes: Local Communications Services Tax(') Occupational Licenses Revenues(z) Licenses and Permits: Other Impact FeeSW: Library Impact Fees Emergency Medical Services Impact Fees Law Enforcement Impact Fees Governmental Facilities Impact Fees Road Impact Fees Fire Impact Fees Correctional Facilities Impact Fees Parks Impact Fees Intergovernmental: Local Government Half -Cent Sales Tax State Revenue Sharing Other(4) Charges for services: General Government Public Safety Physical Environment Transportation Economic Environment Human Services Culture and Recreation Fines and Forfeitures Interest Income(5) Miscellaneous Revenue(6) Payment in Lieu of TaxeSQ) County Water and Sewer Solid Waste System Total sources of Non -Ad Valorem Revenues Less(3) Library Impact Fees Emergency Medical Services Impact Fees Law Enforcement Impact Fees Governmental Facilities Impact Fees Road Impact Fees Fire Impact Fees Correctional Facilities Impact Fees Parks Impact Fees Total Legally Available Fiscal Year Ended September 30 2015 2016 2017 2018 2019 $4,855,279 $4,702,747 $5,84,038 $4,498,036 $4,341,973 579,168 596,358 561,031 629,477 638,908 557,049 349,792 309,013 250,898 473,265 869,236 1,002,395 917,541 1,053,844 1,108,774 344,534 451,547 370,960 464,357 528,858 1,260,634 1,647,064 1,403,537 1,842,830 2,160,463 2,349,191 2,955,204 2,554,613 3,097,079 3,633,274 11,014,501 18,632,706 19,273,674 26,579,266 28,305,759 5,186 5,562 6,985 8,490 11,498 1,471,250 1,798,861 1,518,046 1,807,511 1,947,643 8,098,940 9,109,610 9,053,250 10,819,874 11,948,088 38,572,787 40,658,974 41,798,943 44,092,859 46,354,649 10,240,837 10,680,910 11,278,037 11,824,988 12,488,536 2,321,195 2,377,462 2,223,322 8,306,814 3,242,232 9,490,507 2,264,635 7,872 33,018 134,901 7,537,614 811,029 1,068,000 4,356,721 5,203,400 210,600 113,658,084 9,959,102 2,567,592 1,281 893 23,450 124,083 7,453,961 10,191,960 2,441,630 3,000 4,156 700 131,944 7,257,684 713,414 552,166 1,278,102 1,515,178 3,760,650 3,017,062 5,351,100 6,093,700 220,600 295,500 126,423,420 127,857,670 T ul 11,151,936 12,365,294 M 2,315,534 2,221,423 +, 4,266 - d 9,780 - E d 4,200 52,438 0 122,397 154,004 y 6,905,334 6,743,929 .2 704,947 758,030 0 2,442,327 4,447,876 3,351,450 4,103,662 6,482,800 7,743,300 320,300 363,000 149,091,594 156,136,876 869,236 1,002,395 917,541 1,053,844 1,108,774 344,534 451,547 370,960 464,357 528,858 1,260,634 1,647,064 1,403,537 1,842,830 2,160,463 2,349,191 2,955,204 2,554,613 3,097,079 3,633,274 11,014,501 18,632,706 19,273,674 26,579,266 28,305,759 5,186 5,562 6,985 8,490 11,498 1,471,250 1,798,861 1,518,046 1,807,511 1,947,643 8,098,940 9,109,610 9,053,250 10,819,874 11,948,088 Non -Ad Valorem Revenues $88,244,612 $90,820,471 $%09, 664 $103,418, 443 $106,492, 119 [Footnotes continued on following page] 25694/009/01626500.DOCv3 24 Packet Pg. 353 11.B.5 cis The use of impact fees is limited under Florida law to (1) payment for expansion facilities or (2) paying debt service on obligations issued to acquire or construct or refinance expansion facilities to the extent the debt service is attributable to expansion facilities. The use of impact fees is further limited to facility expansions related to the purpose of the impact fee itself. For example, County -Wide Library Impact Fees may only be used to pay debt service which relates to library facilities expansion. The 2020A Project does not consist of growth related improvements and additions or law enforcement, library, emergency medical services, parks, road or fire growth related improvement additions. Therefore, Government Facilities Impact Fees, Correctional Facilities Impact Fees, Law Enforcement Impact Fees, Library Impact Fees, Emergency Medical Services Impact Fees, Road Impact Fees, Park Impact Fees and Fire Impact Fees are not legally available to pay any debt service on the Series 2020A Bonds. Under Florida law, investment earnings with respect to impact fees are subject to the same restrictions on use as the impact fees themselves. Impact fees revenues fluctuate with the amount of new construction or development which occurs within the County. Therefore, there can be no assurances that such revenue will not decrease or be eliminated altogether in the event that new construction, for whatever reason, might decrease or cease altogether within the County. (2) Includes Alcoholic Beverage Licenses, Child Support Enforcement Program Grants, Insurance Agents License Fees, Emergency Management Assistance Federal Grants, FEMA Reimbursements, Oil/Gas Severance Tax, Federal Payment in Lieu of Taxes and Seminole Compact Revenue. (3) Includes Radio Tower Leases, Facilities Leases, Scrap Sales, Cemetery Lot Fees, Scrap Sales, Insurance Refunds and Private Contributions. (4) Generally accepted accounting principles, as applied to governmental accounting, require that payments in lieu of taxes that are reasonably equivalent in value to services received should be booked as interfund transfers. Therefore, this revenue source is not separately stated in the County's audited financial statements. Source: Clerk of Courts Finance Department. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 25 Packet Pg. 354 11.B.5 COLLIER COUNTY OTHER OBLIGATIONS PAYABLE FROM NON -AD VALOREM REVENUES The County has other debt issues outstanding which are secured by and payable from specific Non -Ad Valorem Revenues (excluding gas taxes, infrastructure sales surtax revenues and net revenues of the water and sewer enterprise fund, neither of which are legally available to pay debt service on the Series 2020 Bonds). Such indebtedness is summarized below: Description Special Obligation Revenue Bonds, Series 2010 Special Obligation Refunding Revenue Bonds, Series 2010B Special Obligation Refunding Revenue Bonds, Series 2011 Special Obligation Refunding Revenue Bonds, Series 2013 Special Obligation Refunding Revenue Note, Series 2017 Revenue Note, Draw No. A-1- 1 (JPMorgan Chase Bank)(3) TOTAL: Source of Security Covenant to Budget and Appropriate Non -Ad Valorem Revenues Covenant to Budget and Appropriate Non -Ad Valorem Revenues Covenant to Budget and Appropriate Non -Ad Valorem Revenues Covenant to Budget and Appropriate Non -Ad Valorem Revenues Covenant to Budget and Appropriate Non -Ad Valorem Revenues Legally Available Non - Ad Valorem Revenues Amount Outstanding(') $2,165,000 $7,620,000 $52,640,000 $73,805,000 $43,345,000 $11,500,000 $191,075,000 Maximum Annual Debt Service on a Per Final Maturity Issue Basis(z) 07/1/2034 10/1/2021 10/1/2029 10/1/2035 7/1/2034 6/6/2023 (1) The amount outstanding on each bond issue is calculated as of , 2020. (2) Maximum Annual Debt Service is calculated by fiscal year, on a per issue basis. (3) The County expects to refinance this note with proceeds of the Series 2020A Bonds. Since there is no lien on the Non -Ad Valorem Revenues in favor of the Holders of the Series 2020 Bonds, the exercise of remedies by the holders of the other obligations heretofore or hereafter issued which are payable from Non -Ad Valorem Revenues may result in the payment of debt service on any such obligations prior to the payment of debt service on the Series 2020 Bonds. 25694/009/01626500.DOCv3 26 Packet Pg. 355 11.B.5 CERTAIN FINANCIAL MATTERS Financial and Operating Plan (Budget) and Capital Improvement Planning Policy The County's budget is adopted by the Board no later than September 301h of each year, and the County's budget has consistently received the Government Finance Officers Association of the United States and Canada ("GFOA") Certificate of Achievement for its budget presentations since the County began participation in the program in 1988. The County utilizes the following procedures in establishing the budgetary data reflected in its financial statements: 1. Prior to October 1st, the County prepares a proposed operating budget for the subsequent fiscal year. The operating budget includes proposed expenditures and the means of financing them. 2. Public hearings are conducted to obtain taxpayer comments. 3. Prior to October 1st, the budget is legally adopted through passage of a resolution. 4. Formal budgetary integration is employed as a management control device during the year for the County funds. 5. Budgets for all County funds are adopted on a basis consistent with generally accepted accounting principles. 6. Expenditures may not legally exceed budgeted appropriation at the fund level. T The County maintains a five-year Capital Improvement Program which is updated annually in M connection with the adoption of the budget. Proposed projects are prioritized and funds are allocated to projects according to their order of priority. The 5-year strategic capital plans which are part of the policy d coordinate capital needs and the impact of those capital needs on operating budgets. E Financial Reporting and Annual Audit The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the County for its Comprehensive Annual Financial Report ("CAFR") in each year since the County began participation in the program in 1986. Florida law requires that an annual audit of each county's accounts and records be completed by a firm of independent certified public accountants retained and paid for by such county. Clifton Larson Allen LLP performed the audit for the fiscal year ended September 30, 2019. The audited financial statements for the fiscal year ended September 30, 2019 appear as APPENDIX C attached hereto. General Fund and Unincorporated Area Municipal Services Taxing District Fund The General Fund and the Unincorporated Area Municipal Services Taxing District Fund are the general operating funds of the County. They account for all financial resources except for those required to be accounted for in any other fund. The largest source of revenue in these funds are ad valorem taxation. Ad valorem taxes have not been pledged to secure the Series 2020 Bonds which means that the County cannot be compelled to levy ad valorem taxes in order to pay debt service on the Series 2020 25694/009/01626500.DOCv3 27 Packet Pg. 356 11.B.5 Bonds. Revenues deposited in the General Fund and the Unincorporated Area Municipal Services Taxing District Fund do not directly correspond to the Non -Ad Valorem Revenues from which debt service on the Series 2020 Bonds is payable as some General Fund Revenues and MSTD Revenues are not legally available to pay debt service on the Series 2020 Bonds. Operations are removed from the General Fund and the Unincorporated Area Municipal Services Taxing District Fund only when they are deemed to be true enterprise operations. Although the Series 2020 Bonds are not payable from ad valorem taxation, approximately 76.88% of General Fund Revenues and MSTD Revenues which are collected by the County come from ad valorem taxes. To the extent that the future collection of ad valorem tax revenues is adversely affected, a larger portion of non -ad valorem revenues would be required to balance the budget and provide for the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law. The following chart shows information regarding the General Fund and the Unincorporated Area Municipal Services Taxing District Fund (no Capital Projects Funds and no other funds in the Special Revenue Funds are included in the chart) for the County's fiscal years ending September 30, 2015 through and including September 30, 2019 (neither Impact Fee Proceeds or associated expenditures are included in such chart): [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 28 Packet Pg. 357 11.B.5 COLLIER COUNTY, FLORIDA COMBINED GENERAL FUND AND MSTD FUND REVENUES, EXPENDITURES AND FUND BALANCE« Revenues: Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeitures Interest Income Change in Fair Value of Investments Special Assessments Miscellaneous Revenue Total Revenues Expenditures: Current: General Government Public Safety Physical Environment Transportation Economic Environment Human Services Culture and Recreation Capital Outlay Total Expenditures Excess of Revenues Over Expenditures Other Financing Sources (Uses): Capital Leases Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances Beginning Fund Balance Ending Fund Balance 2015 2016 2017 2018 $254,153,577 $274,627,097 $305,861,198 $330,594,761 557,049 349,792 309,013 250,898 51,134,819 53,717,345 55,300,302 64,224,661 19,468,549 20,130,364 20,031,075 20,513,447 811,029 713,415 552,166 704,947 1,067,999 1,278,101 1,515,179 2,442,327 181,061 (36,101) (550,718) (492,695) 2019 $348,897,729 473,266 62,085,417 21,537,087 758,030 4,447,876 1,362,148 4,356,721 3,760,648 3,017,062 3,351,450 4,103,662 331,730,804 354,540,661 386,035,277 421,589,796 446,860,090 59,586,773 65,098,125 67,329,515 72,206,661 76,735,270 145,005,936 152,083,151 169,785,297 171,233,898 183,272,788 1,372,395 1,566,488 1,481,610 2,282,430 1,311,386 7,422,016 7,241,238 7,436,312 10,381,993 11,155,892 1,172,385 1,707,628 2,130,759 2,341,735 1,979,680 10,001,930 10,896,535 11,395,607 11,844,305 12,562,671 25,323,671 27,643,572 27,757,997 29,018,760 29,950,458 570,323 617,712 633,509 63,185 63,185 9,788,843 12,203,126 10,984,224 18,191,599 17,419, 761 260,244,272 279,057,575 298,934,830 317,564,566 334,451,091 71,486,532 75,483,086 87,100,447 104,025,230 112,408,999 1,914,480 - - - - 11,711,201 11,917, 795 12,786,264 14,038,633 15,586,233 (102,456,200) (88,137,682) (92,645,058) (97,310,664) (101,275,273) (88,830,519) (76,219,887) (79,858,794) (83,272,031) (85,689,040) (17,343,987) (736,801) 7,241,653 20,753,199 26,719,959 86,295,083 68,951,096 68,214,295 75,455,948 96,209,147 $68 951096 �68 214 295 �75 455 948 �96 209147 �119 734 231 Does not include Impact Fees since they are deposited into the Capital Projects Funds, which are not included in the presentation above. Source: Clerk of Courts Finance Department. 25694/009/01626500.DOCv3 29 Packet Pg. 358 11.B.5 While the table above is not intended to represent revenues of the County which would necessarily be available to pay debt service on the Series 2020 Bonds, they are an indication of the relative amounts of legally available non -ad valorem revenues of the County which may be available for the payment of principal of and interest on the Series 2020 Bonds taking into account general governmental expenditures. The ability of the County to appropriate Non -Ad Valorem Revenues in sufficient amounts to pay the principal of and the interest on the Series 2020 Bonds is subject to a variety of factors, including the County's responsibility to provide for the payment of services and programs which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County or which are mandated by applicable law and the obligation of the County to have a balanced budget. No representation is being made by the County that any particular non -ad valorem revenue source will be available in future years, or if available, will be budgeted to pay debt service on the Series 2020 Bonds. Continued consistent receipt of Non -Ad Valorem Revenues is dependent upon a variety of CO factors, including formulas specified under Florida law for the distribution of certain of such funds which c take into consideration the ratio of residents in unincorporated areas of the County to total County N residents. Aggressive annexation policies by municipalities in the County or greater growth in the m �L incorporated areas of the County as compared to unincorporated areas could have an adverse effect on certain non -ad valorem revenues. The amounts and availability of any of the Non -Ad Valorem Revenues to the County are also subject to change, including reduction or elimination by change of State law or `° Q changes in the facts or circumstances according to which certain of the Non -Ad Valorem Revenues are N allocated. In addition, the amount of certain of the Non -Ad Valorem Revenues collected by the County is CD N directly related to the general economy of the County. Accordingly, adverse economic conditions could have a material adverse effect on the amount of non -ad valorem revenues collected by the County. TheCO `m County may also specifically pledge certain of the Non -Ad Valorem Revenues or covenant to budget and appropriate legally available non -ad valorem revenues of the County to future obligations that it issues. In the case of a specific pledge, such Non -Ad Valorem Revenues would be required to be applied to such obligations prior to paying the principal of and interest on the Series 2020 Bonds. Classification of Local Government Expenditures The County classifies its expenditures in accordance with the Uniform Accounting System devised by the FDFS. General government expenditures arise from operations of legislative, judicial and administrative activities of the local government. These costs are related to operations of the Board, the County Manager's office, comprehensive planning, financial operations, legal expenses, court services and other general government services. Public safety expenditures reflect all costs provided to achieve a satisfactory living environment for the community and its citizens which include expenditures for the County's Sheriff and fire department operations, as well as emergency disaster relief services and protective inspections. Physical environment expenditures relate to the County's conservation and natural resource management efforts. Transportation expenditures generally reflect the costs of roads, bridges and streets. 25694/009/01626500.DOCv3 30 Packet Pg. 359 11.B.5 Economic environment expenditures include the costs of providing economic development activities, housing opportunities and related programs, and other activities intended to raise the economic status of the citizenry. Human services expenditures reflect the County's activities related to the care treatment and control of mental and physical illness and similar services. Culture and recreation expenditures include the County's costs of operating parks and recreation facilities and of offering special events, cultural services and programs and similar services. Capital outlay expenditures include expenditures which result in the acquisition of, or addition to, fixed assets such as buildings, land and roads. Debt service expenditures are used to account for principal and interest payments on local government debt. RISK FACTORS The future financial condition of the County could be affected adversely by, among other things, public health emergencies, legislation, environmental and other regulatory actions, changes in demand for services, economic conditions, demographic changes, hurricanes, droughts and litigation. In particular, some of the possible changes in the future may include, but not be limited to, the following: 1. The County's financial results could be harmed by a national or localized outbreak of a n highly contagious, epidemic or pandemic disease. Specifically, there can be no assurances that the spread M of the novel strain of coronavirus called COVID-19, or other highly contagious or epidemic or pandemic diseases, will not adversely impact any of the County's finances and/or its financial position, including d revenues, expenses and liquidity. The impact of COVID-19 is expected to continue to have a negative E financial impact on local, state and national economies, the long-term severity of which is unknown at this time, in a manner that could adversely affect the amount of certain Non -Ad Valorem Revenue y sources received by the County (such as half -cent sales tax revenues and/or certain revenue sharing revenues) as well as the amount of property taxes received by the County. See "GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES" herein for more information. ?+ The outbreak of COVID-19, a respiratory virus which was first reported in China, has since spread to other countries, including the United States, and is considered a Public Health Emergency of International Concern by the World Health Organization. The United States State Department and the Center for Disease Control, as well as other governmental authorities, nations and airlines have issued travel restrictions and warnings for a number of countries in Asia and Europe. The spread of COVID-19 has led to quarantine and other "social distancing" measures throughout the United States. These measures have included recommendations and warnings to limit non -essential travel and promote telecommuting. The State and local governments within the State, including the County, are heavily reliant upon tourism, which may be negatively impacted by travel restrictions and the spread of COVID- 19. As a result of the spread of COVID-19, the Governor of Florida declared a state of emergency on March 9, 2020 (which was extended on July 7, 2020 for an additional 60 days). On March 16, 2020, the Board declared a state of emergency within the County. On March 27, 2020, the Governor issued an executive order suspending vacation rentals operations which prohibited new reservations or the 25694/009/01626500.DOCv3 31 Packet Pg. 360 11.B.5 acceptance of new guests for check -in until May 21, 2020 when such restrictions were lifted. On April 1, 2020, the Governor issued a mandatory "safer at home" order for the entire State, which was effective April 3, 2020 through April 30, 2020. On April 29, 2020, the Governor announced the first phase of reopening businesses which began on May 4, 2020 and allowed for the reopening of certain businesses (restaurants, retail stores, museums and libraries). On May 15, 2020, the Governor announced an expanded phase 1 opening which allowed for gyms, fitness centers and studios to open and allowed restaurants and retail businesses to increase seating/occupancy capacity from 25% to 50%. On May 22, 2020, the Governor announced that youth activities, including summer camps and organized sports, were allowed to reopen. On June 3, 2020, the Governor announced most of the State would enter phase 2 of reopening effective June 5, 2020 which allowed bars and pubs to operate at a seated capacity of 50% inside and full seated capacity outside, movie theaters, bowling alleys and concert halls may open at 50% capacity, pari-mutual facilities will reopen with strict health and safety guidelines, and restaurants, retail and gyms continue to operate at 50% capacity; provided, however, that restaurants are able to serve at bars with chairs properly socially distanced. On June 26, 2020, as a result of spikes in COVID-19 cases, the Department of Business and Professional Regulation ordered all businesses that derive more than 50% of their revenue from alcohol sales must stop selling alcohol to customers on their premises. Although, bars can still sell alcohol in to -go containers and restaurants that do not rely on alcohol sales for a majority of their revenue can continue to serve alcohol to seated customers on site. On July 21, 2020, the Board issued an Emergency/Executive Order which, among other things, mandates individuals wear face coverings in public under certain circumstances (which expires on October 22, 2020 unless otherwise extended). The County has received funds from the Coronavirus Aid, Relief, and Economic Security Act `m from the State in the amount of approximately $16.8 million, with a total award of $67.2 million. co Additionally, the County was awarded approximately $9.5 million by the Federal Transit Administration n for programs related to COVID-19. M While the effects of COVID-19 may be temporary, it has altered the behavior of businesses and people in a manner resulting in negative impacts on global and local economies. The continued spread of COVID-19, and measures taken to prevent or reduce it, are anticipated to adversely impact state, national and global economic activities and, accordingly, adversely impact the financial condition and performance of the State and the County, and the extent of that impact has been, and could continue to be, material. Recently, stock markets in the U.S. and globally have seen significant volatility and declines that have been attributed, at least in part, to the COVID-19 concerns. While the long-term impact on the County is uncertain at this time, the County is monitoring the impact of COVID-19 and will address such impacts, as necessary. See "GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES" and 'RATINGS" herein, " APPENDIX C — Collier County Comprehensive Annual Financial Report For Fiscal Year Ended September 30, 2019" attached hereto. 2. The State is naturally susceptible to the effects of extreme weather events and natural disasters including floods, droughts, and hurricanes, which could result in negative economic impacts on coastal communities such as the County. Such effects can be exacerbated by change in climate. The occurrence of such extreme weather events could damage the local infrastructure that provides essential services to the County. The economic impacts resulting from such extreme weather events could include a loss of property values, a decline in revenue base, and escalated recovery costs. No assurance can be given as to whether future extreme weather events will occur that could materially impair the financial condition of the County. In order to address the ongoing challenges related to climate change, extreme 25694/009/01626500.DOCv3 32 Packet Pg. 361 11.B.5 weather events, sea level rise, etc., Collier County is leading or participating in multiple efforts including, but not limited to: • Partnership in ongoing NOAA study, specific to Collier County, providing scenario modeling and end -user decision tools related to sea -level rise and storm surge and study of potential natural features that may serve as enhanced protective features against the same threats. • Partnership with the Army Corp. of Engineers on a long-term Coastal Resilience Program for Collier County, including beaches, dunes, back bays, etc. with recommendations on both natural and engineered protective solutions. • Partnership with the South Florida Water Management District to model and survey critical natural areas downstream of the managed stormwater systems to understand functionality, challenges, need for maintenance, etc. as these areas serve as critical stormwater conveyances and outfalls. • Development of a Stormwater structure automation program, starting with stormwater structures at the freshwater/saltwater interface in order to provide better flood protection and manage stormwater in combination with storm events, higher than average tides, etc. • Installation of additional infrastructure components to address tidal backflow in low- lying areas. T • Enhanced funding for the maintenance of critical stormwater infrastructure. M T • Update of the adopted rate of rise (seal level rise) calculation used for planning purposes through the Floodplain Management Plan. c • Accommodations for sea level rise projections in all capital project planning and design. • Development of plan for completion of Vulnerability Assessment tasks and moving forward with Adaptation Planning. 3. The County, like many other governmental entities, relies on a technology environment to conduct its operations. As such, it may face multiple cybersecurity threats including but not limited to, hacking, viruses, malware and other attacks on computer or other sensitive digital systems and networks. In order to protect data the County currently has $10 million of cyber liability coverage that provides for recoveries in the event of a data breach, virus or other cyberattack. Other coverages included within the policy are security breach notification and remediation expenses, crisis management services expenses, extortion expenses, computer fraud, reputational harm and social engineering. In addition, the Collier County Clerk of the Circuit Court and Comptrollers' ("Clerk") agency has $5 million of cyber liability coverage with the same lines of coverage that the County maintains. Both the County and the Clerk agencies require staff training in the area of cyberattack and data security in order to maintain employee access to their respective networks. 25694/009/01626500.DOCv3 33 Packet Pg. 362 11.B.5 RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS Florida Retirement System The information relating to the Florida Retirement System ("FRS") contained herein has been obtained from the FRS Annual Reports available at www.dms.myflorida.com and the Florida Comprehensive Annual Financial Reports available at www.myfloridacfo.com/aadir/statewide_financial—reporting. No representation is made by the County as to the accuracy or adequacy of such information or that there has not been any material adverse change in such information subsequent to the date of such information. General Information. Substantially all full-time employees of the County are eligible to participate in the FRS. The FRS is a cost -sharing multiple -employer public -employee retirement system with two primary plans — the FRS defined benefit pension plan (the "FRS Pension Plan") and the FRS defined contribution plan (the "FRS Investment Plan"). The FRS Pension Plan was created in Chapter 121, Florida Statutes, to provide a defined benefit pension plan for participating public employees. Florida Retirement System Pension Plan Membership. FRS membership is compulsory for all employees filling a regularly established c`o position in a state agency, county agency, state university, state community college, or district school c board. Participation by cities, municipalities, special districts, charter schools, and metropolitan planning N organizations, although optional, is generally irrevocable after election to participate is made. Members m hired into certain positions may be eligible to withdraw from the FRS altogether or elect to participate in .2 the non-integrated optional retirement programs in lieu of the FRS except faculty of a medical college in a � state university who must participate in the State University System Optional Retirement Program. n M There are five general classes of membership, as follows: 77 • Regular Class - Members of the FRS who do not qualify for membership in the other classes • Senior Management Service Class (SMSC) - Members in senior management level positions in state and local governments as well as assistant state attorneys, assistant statewide prosecutors, assistant public defenders, assistant attorneys general, deputy court administrators, assistant capital collateral representatives, and judges of compensation claims. • Special Risk Class - Members who are employed as law enforcement officers, firefighters, firefighter trainers, fire prevention officers, state fixed -wing pilots for aerial firefighting surveillance, correctional officers, emergency medical technicians, paramedics, community -based correctional probation officers, youth custody officers (from July 1, 2001 through June 30, 2014), certain health-care related positions within state forensic or correctional facilities, or specified forensic employees of a medical examiner's office or a law enforcement agency, and meet the criteria to qualify for this class. • Special Risk Administrative Support Class - Former Special Risk Class members who are transferred or reassigned to nonspecial risk law enforcement, firefighting, emergency medical care, or correctional administrative support positions within an FRS special risk -employing agency. • Elected Officers' Class (EOC) - Members who are elected state and county officers and the elected officers of cities and special districts that choose to place their elected officials in this class. Members of the EOC may elect to withdraw from the FRS or participate in the SMSC in lieu of the EOC. 25694/009/01626500.DOCv3 34 Packet Pg. 363 11.B.5 Beginning July 1, 2001 through June 30, 2011, the FRS Pension Plan provided for vesting of benefits after six years of creditable service for members initially enrolled during this period. Members not actively working in a position covered by the FRS Pension Plan on July 1, 2001, must return to covered employment for up to one work year to be eligible to vest with less service than was required under the law in effect before July 1, 2001. Members initially enrolled on or after July 1, 2001 through June 30, 2011, vest after six years of service. Members initially enrolled on or after July 1, 2011, vest after eight years of creditable service. Members are eligible for normal retirement when they have met the requirements listed below. Early retirement may be taken any time after vesting within 20 years of normal retirement age; however, there is a 5% benefit reduction for each year prior to the normal retirement age. • Regular Class, SMSC, and EOC Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of creditable service and age 62, or the age after completing six years of creditable service if after age 62. Thirty years of creditable service regardless of age before age 62. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of creditable service and age 65, or the age after completing eight years of creditable service if after age 65. Thirty-three years of creditable service regardless of age before age 65. • Special Risk Class and Special Risk Administrative Support Class Members - For members initially Fa enrolled in the FRS Pension Plan before July 1, 2011, six or more years of Special Risk Class service and c age 55, or the age after completing six years of Special Risk Class service if after age 55. Twenty-five N years of special risk service regardless of age before age 55. A total of 25 years of service including special risk service and up to four years of active duty wartime service and age 52. Without six years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. For members initially enrolled in the FRS Pension Plan on or after n July 1, 2011, eight or more years of Special Risk Class service and age 60, or the age after completing M eight years of Special Risk Class service if after age 60. Thirty years of special risk service regardless of age before age 60. Without eight years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. E Benefits. Benefits under the FRS Pension Plan are computed on the basis of age, average final compensation, creditable years of service, and accrual value by membership class. Members are also eligible for in -line -of -duty or regular disability and survivors' benefits. Pension benefits of retirees and annuitants are increased each July 1 by a cost -of -living adjustment. If the member is initially enrolled in the FRS Pension Plan before July 1, 2011, and all service credit was accrued before July 1, 2011, the annual cost -of -living adjustment is 3% per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost -of -living adjustment. The annual cost -of -living adjustment is a proportion of 3% determined by dividing the sum of the pre -July 2011 service credit by the total service credit at retirement multiplied by 3%. FRS Pension Plan members initially enrolled on or after July 1, 2011, will not have a cost -of -living adjustment after retirement. The Deferred Retirement Option Program ("DROP") became effective July 1, 1998, subject to provisions of Section 121.091(13), Florida Statutes. FRS Pension Plan members who reach normal retirement are eligible to defer receipt of monthly benefit payments while continuing employment with an FRS employer. An employee may participate in the DROP for a maximum of 60 months. Authorized instructional personnel employed with a district school board, the Florida School for the Deaf and the Blind or a developmental research school of a state university may be allowed to extend their DROP participation for up to an additional 36 months beyond their initial 60-month participation period. 25694/009/01626500.DOCv3 35 Packet Pg. 364 11.B.5 Monthly retirement benefits remain in the FRS Trust Fund during DROP participation and accrue interest. As of June 30, 2019, the FRS Trust Fund held $2,542,917,693 in accumulated benefits for 33,490 DROP participants. Of these 33,490 DROP participants, 31,749 were active in the DROP with balances totaling $2,277,211,830. The remaining participants were no longer active in the DROP and had balances totaling $265,705,863 to be processed after June 30, 2019. Administration. The Department of Management Services, Division of Retirement administers the FRS Pension Plan. The State Board of Administration (the "SBA") invests the assets of the FRS Pension Plan held in the FRS Trust Fund. Costs of administering the FRS Pension Plan are funded from earnings on investments of the FRS Trust Fund. Reporting of the FRS Pension Plan is on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when the obligation is incurred. Contributions. All participating employers must comply with statutory contribution requirements. Section 121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is provided to the Legislature as guidance for funding decisions. Employer and employee contribution rates are established in Section 121.71, Florida Statutes. Employer contribution rates under the uniform rate structure (a blending of both the FRS Pension Plan and FRS Investment Plan rates) are recommended by the actuary but set by the Legislature. Statutes require that any unfunded actuarial liability ("UAL") be amortized within 30 plan years. Pursuant to Section 121.031(3)(f), Florida Statutes, any surplus amounts available to offset total retirement system costs are to be amortized over a 10-year rolling period on a level -dollar basis. The balance of legally required reserves for all defined benefit pension plans at June 30, 2019, was $163,573,726,217. These funds were reserved to provide for total current and future benefits, refunds, and administration of the FRS Pension Plan. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 36 Packet Pg. 365 11.B.5 Effective July 1, 2011, both employees and employers of the FRS are required to make contributions to establish service credit for work performed in a regularly established position. Effective July 1, 2002, the Florida Legislature established a uniform contribution rate system for the FRS, covering both the FRS Pension Plan and the FRS Investment Plan. The uniform rates for Fiscal Year 2018-19 are as follows: Employee Employer Total Membership Class Contribution Rate Contribution RateM Contribution Rate Regular 3.00% 6.54% 9.54% Special Risk 3.00 22.78 25.78 Special Risk Administrative Support 3.00 33.26 36.26 Elected Officers - Judges 3.00 39.05 42.05 Elected Officers - Legislators/Attorneys/Cabinet 3.00 55.03 58.03 Elected Officers - County, City, Special Districts 3.00 46.98 49.98 Senior Management Service 3.00 22.34 25.34 Deferred Retirement Option Program N/A 12.37 12.37 (1) These rates include the normal cost and unfunded actuarial liability contributions but do not include the 1.66% contribution for the Retiree Health Insurance Subsidy ("HIS") and the fee of 0.06% for administration of the FRS Investment Plan and provision of educational tools for both plans. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. The contributions of the County are established and may be amended by the State Legislature. The consolidated County's contributions to the FRS Pension Plan totaled $25,202,730 for the Fiscal Year ended September 30, 2019. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 37 Packet Pg. 366 11.B.5 Pension Amounts for the FRS Pension Plan. Schedule of Changes in Net Pension Liability and Related Ratios (in thousands) Total Pension Liability Tune 30, 2017 Tune 30, 2018 Tune 30, 2019 Service cost $2,073,754 $2,423,987 $2,523,070 0 Interest on total pension liability 12,484,167 12,847,930 13,194,902 M Effect of plan changes 92,185 - 11,404 LM Effect of economic/demographic (gains) or losses 1,412,462 554,811 247,482 O Effect of assumption changes or inputs 10,398,344 2,235,654 1,585,626 0 Benefit payments 9 859 319 (10,377,575) (10,867,549) a Net change in total pension liability 16,601,593 7,684,807 6,694,935 m 0 N Total pension liability, beginning 167,030,999 183,632,592 191,317,399 CD N Total pension liability, ending (a) $183,632,592 191,317,399 198,012,334 m L v/ Fiduciary Net Position Employer contributions $2,603,246 $2,849,920 $3,100,721 Member contributions 744,839 746,370 752,813 c Investment income net of investment expenses 18,801,917 13,955,233 9,410,440 N Benefit payments (9,859,319) (10,377,575) (10,867,549) Administrative expenses (18,340) (20,178) (19,580) Net change in plan fiduciary net position 12,272,342 7,153,770 2,376,845 Fiduciary net position, beginning 141,780,921 154,043,111 161,196,881 T M Fiduciary net position, ending (b) $154,053,263(1) $161,196,881 $163,573,726 c d Net pension liability, ending = (a) — (b) $29,579,329 $30,120,518 $34,438,608 E M Fiduciary net position as a % of total pension liability 83.89% 84.26% 82.61% W .2 Covered payroll $33,775,800 $34,675,000 $35,571,200 Net pension liability as a % of covered payroll 87.58% 86.87% 96.82% _ E �l> Reflects restatement of beginning net position at July 1, 2017, due to implementation of GASB 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. a Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive C E Annual Financial Report for Fiscal Year Ended June 30, 2019. o` 25694/009/01626500.DOCv3 38 Packet Pg. 367 11.B.5 Actuarial Methods and Assumptions for the FRS Pension Plan. The total pension liability was determined by an actuarial valuation as of the valuation date of July 1, 2019, calculated based on the discount rate and actuarial assumptions below: June 30, 2018 June 30, 2019 Discount rate 7.00% 6.90% Long-term expected rate of return, net of investment expense 7.00% 6.90% Bond Buyer General Obligation 20-Year Bond Municipal Bond N/A N/A Index Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. The plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees in determining the projected depletion date. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. The actuarial assumptions used to determine the total pension liability as of June 30, 2019, were based on the results of an actuarial experience study for the period July 1, 2013 - June 30, 2018. Valuation Date July 1, 2019 Measurement Date June 30, 2019 Asset Valuation Method Fair Market Value Inflation 2.60% Salary increase including inflation 3.25% Mortality PUB-2010 base table varies by member category and sex, projected generationally with Scale MP-2018 Actuarial cost method Individual Entry Age Normal Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. Sensitivity Analysis for the FRS Pension Plan. The following presents the net pension liability of the FRS, calculated using the discount rate of 6.90%, as well as what the FRS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (5.90%) or one percentage point higher (7.90%) than the current rate. 1% Decrease Current Discount Rate 1% Increase 5.90% 6.90% 7.90% Total pension liability $223,106,611,000 $198,012,334,000 $177,054,368,000 Fiduciary net position 163,573,726,217 163,573,726,217 163,573,726,217 Net pension liability $59,532,884,783 $34,438,607,783 $13,480,641,783 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. 25694/009/01626500.DOCv3 39 Packet Pg. 368 11.B.5 Retiree Health Insurance Subsidygram The HIS Program is a cost -sharing multiple -employer defined benefit pension plan established under Section 112.363, Florida Statutes. The benefit is a monthly payment to assist retirees of state - administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Department of Management Services. For the fiscal year ended June 30, 2019, eligible retirees and beneficiaries received a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $5. The payments are at least $30 but not more than $150 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS benefit, a retiree under a state -administered retirement system must provide proof of health insurance coverage, which can include Medicare. The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the fiscal year ended June 30, 2019, the contribution rate was 1.66% of payroll pursuant to Section 112.363, Florida Statutes. HIS contributions are deposited in a separate trust fund from which HIS payments are authorized. HIS benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants, the legislature may reduce or cancel HIS payments. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 40 Packet Pg. 369 11.B.5 Pension Amounts for the HIS. Schedule of Changes in Net Pension Liability and Related Ratios (in thousands) Total Pension Liability Service cost Interest on total pension liability Effect of plan changes Effect of economic/demographic (gains) or losses Effect of assumption changes or inputs Benefit payments Net change in total pension liability Total pension liability, beginning Total pension liability, ending (a) Fiduciary Net Position Employer contributions Member contributions Investment income net of investment expenses Benefit payments Administrative expenses Net change in plan fiduciary net position Fiduciary net position, beginning Fiduciary net position, ending (b) Net pension liability, ending = (a) - (b) Fiduciary net position as a % of total pension liability Covered payroll Net pension liability as a % of covered payroll June 30, 2016 June 30, 2017 June 30, 2018 June 30, 2019 $256,710 $304,537 $258,450 $232,118 390,757 337,486 389,705 418,157 0 0 0 0 (30,826) 0 188,173 0 1,352,459 (1,073,716) (398,996) 516,083 (449,857) (465,980) (491,528) (491,890) 1,519,243 (897,673) (54,196) 674,468 10, 249, 201 11, 768, 445 10,870,772 10,816,576 $11,768,445 $10,870,772 $10,816,576 11,491,044 $512,564 $529,229 $542,303 $555,291 0 0 237 195 565 1,380 3,311 6,181 (449,857) (465,980) (491,531) (491,890) (188) (177) (168) (195 ) 63,084 64,452 (54,152) 69,582 50,774 113,859 178,311 232,463 $113,859 $178,311 $232,463 $302,045 $11,654,586 $10,692,461 $10,584,113 $11,188,999 0.97% 1.64% 2.15% 2.63% $30,875,274 $31,885,633 $32,670,918 $33,452,626 37.75% 33.53% 32.40% 33.45% Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. Actuarial Methods and Assumptions for the HIS. The total pension liability was determined by an actuarial valuation as of the valuation date, calculated based on the discount rate and actuarial assumptions below, and then was projected to the measurement date. Any significant changes during this period have been reflected as prescribed by GASB 67. The same demographic and economic assumptions that were used in the Florida Retirement System Actuarial Valuation as of July 1, 2019 ("funding valuation") were used for the HIS Program, unless otherwise noted. In a given membership 25694/009/01626500.DOCv3 41 Packet Pg. 370 11.B.5 class and tier, the same assumptions for both FRS Investment Plan members and for FRS Pension Plan members were used. June 30, 2018 June 30, 2019 Discount rate 3.87% 3.50% Long-term expected rate of return, net of investment expense N/A N/A Bond Buyer General Obligation 20-Year Bond Municipal Bond 3.87% 3.50% Index Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. In general, the discount rate for calculating the total pension liability under GASB 67 is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is essentially funded on a pay-as-you-go basis, the depletion date is considered to be immediate, and the single equivalent discount rate is equal to the municipal bond rate selected by the plan sponsor. The discount rate used in the 2019 valuation was updated from 3.87% to 3.50%, reflecting the change in the Bond Buyer General Obligation 20-Year Bond Municipal Bond Index as of June 30, 2019. The actuarial assumptions used to determine the total pension liability as of June 30, 2019, were based on the results of an actuarial experience study for the period July 1, 2008 - June 30, 2013. Valuation Date Measurement Date Inflation Salary increase including inflation Mortality Actuarial cost method July 1, 2018 June 30, 2019 2.60% 3.25% Generational RP-2000 with Projection Scale BB Individual Entry Age Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. Sensitivity Analysis for the HIS. The following presents the net pension liability of the HIS, calculated using the discount rate of 3.50%, as well as what the HIS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (2.50%) or one percentage point higher (4.50%) than the current rate. 1% Decrease Current Discount Rate 1% Increase 2.50% 3.50% 4.50% Total pension liability $13,074,860,670 $11,491,043,673 $10,171,903,430 Fiduciary net position 302,044,388 302,044,388 302,044,388 Net pension liability $12,772,816,282 $11,188,999,285 $9,869,859,042 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2019. 25694/009/01626500.DOCv3 42 Packet Pg. 371 11.B.5 FRS Investment Plan The SBA administers the defined contribution plan officially titled the FRS Investment Plan. The Florida Legislature establishes and amends the benefit terms of the plan. Retirement benefits are based upon the value of the member's account upon retirement. The FRS Investment Plan provides vesting after one year of service regardless of membership class. If an accumulated benefit obligation for service credit originally earned under the FRS Pension Plan is transferred to the FRS Investment Plan, the years of service required for vesting under the FRS Pension Plan (including the service credit represented by the transferred funds) is required to be vested for these funds and the earnings on the funds. The employer pays a contribution as a percentage of salary that is deposited into the individual member's account. Effective July 1, 2011, there is a mandatory employee contribution of 3.00%. The FRS Investment Plan member directs the investment from the options offered under the plan. Costs of administering the plan, including the FRS Financial Guidance Program, are funded through an employer assessment of payroll and by forfeited benefits of plan members. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan, receive a lump -sum distribution, or leave the funds invested for future distribution. Disability coverage is provided; the employer pays an employer contribution to fund the disability benefit which is deposited in the FRS Trust Fund. The member may either transfer the account balance to the FRS Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the FRS Pension Plan, or remain in the FRS Investment Plan and rely upon that account balance for retirement income. GASB 68/71 The Governmental Accounting Standards Board (GASB) issued Statement No. 68, "Accounting In and Financial Reporting for Pensions" — an amendment to GASB Statement No. 27, "Accounting for M Pensions by State and Local Governmental Employers", which was subsequently amended by GASB No. 71, "Pension Transition for Contributions Made Subsequent to the Measurement Date" (collectively, E "GASB No. 68/71"), which was effective for the County's fiscal year ended September 30, 2016. As a participating employer, the County implemented GASB No. 68/71, which requires an employer y participating in a cost -sharing multiple -employer defined benefit pension plans to report the employer's W proportionate share of the net pension liabilities of the defined benefit pension plans. The greatest impact of GASB No. 68/71 to the County is the inclusion of the County's proportionate share of the FRS Net p Pension Liability (the "County's Net Pension Liability"), which reduced the County's Unrestricted Net �+ Position and Total Net Position. Additionally, pension expense is no longer equal to pension c contributions made, but instead is equal to the change in net pension liability from year to year, with adjustments for deferred amounts. The County is also now required to include more extensive footnote a disclosures and supplementary schedules. All of these decreases are accrual based accounting changes, o and do not represent decreases in cash or liquidity positions. B Multiple Employer Defined Benefit Retirement Plan As provided by Chapters 121 and 112, Florida Statutes, the FRS provides two cost -sharing, multiple -employer defined benefit plans administered by the Florida Department of Management Services, Division of Retirement, including the FRS Pension Plan and HIS. Under Section 121.4501, Florida Statutes, the FRS also provides a defined contribution plan FRS Investment Plan alternative to the FRS Pension Plan, which is administered by the SBA. As a general rule, membership in the FRS is compulsory for all employees working in a regularly established position for a state agency, county 25694/009/01626500.DOCv3 43 Packet Pg. 372 11.B.5 government, district school board, state university, community college, or a participating city or special district within the State of Florida. The FRS provides retirement and disability benefits, annual cost -of - living adjustments, and death benefits to plan members and beneficiaries. Benefits are established by Chapter 121, Florida Statutes, and Chapter 60S, Florida Administrative Code. Amendments to the law can be made only by an act of the Florida State Legislature. The State of Florida annually issues a publicly available financial report that includes financial statements and required supplementary information for the FRS. The latest available report may be obtained by writing to the State of Florida Division of Retirement, Department of Management Services, P.O. Box 9000, Tallahassee, Florida 32315-9000 or from the website: www.dms.myflorida.com/workforce operations/retiremenitipublications. County's Plan Description and Benefits Provided General The County provides post employment healthcare benefits for retirees through a single employer defined benefit plan (the "County's OPEB Plan") and can amend the benefits provisions. The participants of this plan include retirees of the Board of County Commissioners, the Clerk of the Circuit Court and `° Q Comptroller, the Property Appraiser, the Tax Collector and the Supervisor of Elections. The Sheriff also N provides post employment healthcare benefits under as separate plan. In accordance with Section N 112.0801, Florida Statutes, employees who retire and immediately begin receiving benefits from the FRS have the option of paying premiums to continue in the County's health insurance plan at the same groupco `m rate as for active employees. The Board of County Commissioners and the Tax Collector also subsidize the cost of the post T employment healthcare for qualifying retirees and each has the authority to amend benefit provisions. The Board of County Commissioners offers a subsidy for its retirees who have at least 60% of eligible d accrued sick leave remaining at the time of retirement and have completed 15 years of continuous service with the Board. In addition, the retiree must retire from the Board, be at least 55 years of age or have y completed 30 years of service under the Florida Retirement System (FRS) and be eligible to receive an FRS W benefit with no break in time. Such employees are eligible to receive a 50% to 100% subsidy toward the cost of coverage under the active plan. A subsidy is currently provided to 24 retirees. The Tax Collector p offers a subsidy of 100% the cost of health care for employees with 10 years of service, between the ages �% of 54 and 64 and who exchange 800 hours of sick leave at retirement for employees hired prior to June 1, c 2015. A subsidy is currently provided to 6 retirees. E The County's OPEB Plan is currently being funded on a pay as you go basis. No trust or agency fund has been established for the plan. The plan does not issue a separate financial report. Participant Data As of September 30, 2019, the following employees were covered by the benefit terms: Inactive plan members or beneficiaries currently receiving benefits 65 Active employees 2,443 Total employees 2,508 25694/009/01626500.DOCv3 44 Packet Pg. 373 11.B.5 Total OPEB Liability The County's total OPEB liability of $9,169,502 was measured as of September 30, 2019 and was determined by an actual valuation as of October 1, 2019. The following table shows the changes in the County's total OPEB liability for the year ended September 30, 2019. Total OPEB Liability Balance, as of October 1, 2018 $8,730,722 Changes: Service Cost 438,933 Interest on Total OPEB Liability 287,048 Changes in Assumptions 387,596 Benefit Payments (674,797) Net Changes 438,780 Balance, as of September 30, 2019 $9,169,502 OPEB Liability Discount Rate Sensitivity The following presents the County's total OPEB liability, as well as what the County's total OPEB liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: 1% Decrease in Current 1% Increase in r Description Discount Rate Discount Rate Discount Rate M OPEB Plan Discount Rate 1.00% 2.00% 3.00% Total OPEB Liability $9,906,057 $9,169,502 $8,502,103 OPEB Liability Healthcare Trend Rate Sensitivitiy The following presents the County's total OPEB liability, as well as what the County's total OPEB liability would be if it were calculated using a healthcare trend rate one percentage point lower or one percentage point higher than the current healthcare trend rate: 1% Decrease in 1% Increase in Healthcare Cost Healthcare Cost Healthcare Cost Description Trend Rate Trend Rate Trend Rate Healthcare Cost Trend Rate 4.00% 5.00% 6.00% Total OPEB Liability $8,294,158 $9,169,502 $10,188,349 Deferred Outflows And Inflows Of Resources Related To OPEB For the year ended September 30, 2019, the County's OPEB expense was $835,132. In addition, the County reported deferred outflows of resources and deferred inflows of resources from the following sources: 25694/009/01626500.DOCv3 45 Packet Pg. 374 11.B.5 Deferred Deferred Description Outflows Inflows Differences between expected and actual economic experience $- $440,795 Changes in assumptions 823,983 167,593 Total $608,388 Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be amortized over 4.31 years and will be recognized as follows: Deferred Deferred Outflows of Inflows of Year Ending September 30 Resources Resources 2020 $191,179 $156,891 2021 191,179 156,891 2022 191,179 155,524 2023 191,179 107,696 Thereafter 59,267 31,386 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Calculations for financial reporting purposes are based on the benefits provided under terms of the plan as understood by the employer and the plan members in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual funding limitations on the pattern of cost sharing between the employer and plan members in the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. The actuarial methods are: Actuarial Cost Method The actuarial assumptions are: Discount rate Healthcare cost trend rate Salary increase New employees Entry Age Actuarial 2% (Based on the 20 year AA municipal rate) 6% decreasing to 5% in 2026 and thereafter 3% None 25694/009/01626500.DOCv3 46 Packet Pg. 375 11.B.5 Mortality rates were based on the RP-2014 Mortality Fully Generational tables using Projection Scale MP-2018. Since the most recent valuation, the following changes have been made: The discount rate was changed from 3.25% to 2.0%. Sheriff's Plan Description and Benefits Provided General The Sheriff provides post employment healthcare benefits for retirees through a single employer defined benefit plan (the "Sheriff's OPEB Plan") and can amend the benefit provisions. In accordance with Florida Statute 112.0801, employees who retire and immediately begin receiving benefits from the FRS have the option of paying premiums to continue in the Sheriff's health insurance plan at the same group rate as for active employees. Prior to 2010, the Sheriff subsidized approximately 20% of the cost for both single and family healthcare for its retirees who have 6 years of creditable service with the Sheriff and who receive a monthly retirement benefit from the Florida Retirement System. Approximately 29% of retirees receive the subsidy. The Sheriff's OPEB Plan is currently being funded on a pay as you go basis. No trust or agency fund has been established for the plan. The plan does not issue a separate financial report. Inactive plan members or beneficiaries currently receiving benefits 125 Active employees 1,122 Total employees 1,247 Total OPEB Liability The Sheriff's total OPEB liability of $21,786,049 was measured as of September 30, 2019 and was determined by an actual valuation as of October 1, 2019. The following table shows the changes in the Sheriff's total OPEB liability for the year ended September 30, 2019. Balance, as of October 1, 2018 Changes: Service Cost Interest on Total OPEB Liability Differences Between Expected and Actual Experience Changes in Assumptions or Other Inputs Benefit Payments Net Changes Balance, as of September 30, 2019 Total OPEB Liability $19,492,497 485,365 631,825 2,250,569 (1,074,207) 2,293,552 $21,786,049 25694/009/01626500.DOCv3 47 Packet Pg. 376 11.B.5 OPEB Liability Discount Rate Sensitivity The following presents the Sheriff's total OPEB liability, as well as what Sheriff's total OPEB liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: 1% Decrease in Current 1% Increase in Description Discount Rate Discount Rate Discount Rate OPEB Plan Discount Rate 1.00% 2.00% 3.00% Total OPEB Liability $23,864,077 $21,786,049 $19,950,680 OPEB Liability Healthcare Trend Rate Sensitivity The following presents the Sheriff's total OPEB liability, as well as what the Sheriff's total OPEB liability would be if it were calculated using a healthcare trend rate one percentage point lower or one percentage point higher than the current healthcare trend rate: 1% Decrease in 1% Increase in Healthcare Cost Healthcare Cost Healthcare Cost Description Trend Rate Trend Rate Trend Rate Healthcare Cost Trend Rate 5.00% 6.00% 7.00% Total OPEB Liability $19,982,313 $21,786,049 $23,591,848 Deferred Outflows And Inflows Of Resources Related To OPEB For the year ended September 30, 2019, the Sheriff's OPEB expense was $835,132. In addition, the Sheriff reported deferred outflows of resources and deferred inflows of resources from the following sources: Deferred Deferred Description Outflows Inflows Differences between expected and actual economic experience $1,762,763 $60,888 Changes in assumptions 2,250,569 773,597 Total $4,013,332 $834,485 Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be amortized over 7.17 and 7.09 years and will be recognized as follows: Year Ending September 30 2020 2021 2022 2023 Thereafter Deferred Deferred Outflows of Inflows of Resources Resources $603,128 $136,740 603,128 136,740 603,128 136,740 603,128 136,740 997,692 150,785 25694/009/01626500.DOCv3 48 Packet Pg. 377 11.B.5 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Calculations for financial reporting purposes are based on the benefits provided under terms of the plan as understood by the employer and the plan members in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual funding limitations on the pattern of cost sharing between the employer and plan members in the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. The actuarial methods are: Actuarial Cost Method The actuarial assumptions are: Discount rate Healthcare cost trend rate Salary increase New employees EntryAge Actuarial 2% (Based on the 20 year AA municipal rate) 6% decreasing to 5% in 2021 and thereafter None None Mortality rates were based on the RP-2014 Mortality Fully Generational tables using Projection Scale MP-2017. Since the most recent valuation, the following changes have been made: The discount rate was changed from 3.25% to 2.0%. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 49 Packet Pg. 378 11.B.5 ESTIMATED SOURCES AND USES OF FUNDS The proceeds to be received from the sale of the Series 2020 Bonds are expected to be applied as follows: Series Series 2020A 2020B Bonds Bonds Total SOURCES: Principal Amount $ $ [Net] Original Issue Premium/Discount Total Sources $ $ USES: Deposit to Construction account $ $ Deposit to Real Property Account Prepay Prior Indebtedness Costs of IssuanceM Total Uses $ $ (1) Includes underwriters' discount and legal, financial advisory and other fees and expenses. [Remainder of this page intentionally left blank] LO M 25694/009/01626500.DOCv3 50 Packet Pg. 379 11.B.5 DEBT SERVICE SCHEDULE The following table sets forth the annual debt service schedule for the Series 2020 Bonds. Bond Series 2020A Bonds Year (Ended October 1) Principal 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 TOTALS Interest Debt Service Principal Series 2020B Bonds Interest Debt Service Total Debt Service LO M 25694/009/01626500.DOCv3 51 Packet Pg. 380 11.B.5 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 Investment Policy, established by the Board under Section 218, Florida Statutes. The policy authorizes investment of surplus public funds in the permitted investments described in Section 218.415, Florida Statutes. Pursuant to a Board resolution, the Clerk of the Circuit Court and Comptroller of Collier County and Clerk to the County (the "Clerk") administers to the investment policy for investment of 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: U.S. Treasury & Government Guaranteed - U.S. Treasury obligations, and obligations the principal and interest of which are backed or guaranteed by the full faith and credit of the U S. Government. 2. Federal Agency/GSE - Debt obligations, participations or other instruments issued or fully guaranteed by any U.S. Federal agency, instrumentality or government -sponsored enterprise (GSE). 3. Corporates — U.S. dollar denominated corporate notes, bonds or other debt obligations ch issued or guaranteed by a domestic corporation, financial institution, non-profit, or other r entity. M 4. Municipals — Obligations, including both taxable and tax-exempt. issued or guaranteed c by any State, territory or possession of the United States, political subdivision, public E corporation, authority, agency board, instrumentality or other unit of local government W of any State or territory. W 5. Agency Mortgage Backed Securities - Mortgage -backed securities (MBS), backed by residential, multi -family or commercial mortgages, that are issued or fully guaranteed as to principal and interest by a U.S. Federal agency or government sponsored enterprise, including but not limited to pass-throughs, collateralized mortgage obligations (CMOs) and REMICs. 6. Non -Negotiable Certificate of Deposits - Non-negotiable interest bearing time certificates of deposit, or savings accounts in banks organized under the laws of this state or in national banks organized under the laws of the United States and doing business in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes. 7. Depository Bank Account Now accounts in banks organized under the laws of this state or in national banks organized under the laws of the United States and doing business in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act, Chapter 280, Florida Statutes. 25694/009/01626500.DOCv3 52 Packet Pg. 381 11.B.5 8. Commercial Paper — U.S. dollar denominated commercial paper issued or guaranteed by a domestic corporation, company, financial institution, trust or other entity, including both unsecured debt and asset -backed programs. 9. Repurchase Agreements - Repurchase agreements (Repo or RP) that meet the following requirements: a. Must be governed by a written SIFMA Master Repurchase Agreement which specifies securities eligible for purchase and resale, and which provides the unconditional right to liquidate the underlying securities should the Counterparty default or fail to provide full timely repayment. b. Counterparty must be a Federal Reserve Bank, a Primary Dealer as designated by the Federal Reserve Bank of New York, or a nationally chartered commercial bank. C. Securities underlying repurchase agreements must be delivered to a third party custodian under a written custodial agreement and may be of deliverable or tri- party form. Securities must be held in the County's custodial account or in a separate account in the name of the County. d. Acceptable underlying securities include only securities that are direct obligations of, or that are fully guaranteed by, the United States or any agency of the United States, or U.S. Agency -backed mortgage related securities. T e. Underlying securities must have an aggregate current market value of at least M T 102% (or 100% if the counterparty is a Federal Reserve Bank) of the purchase price plus current accrued price differential at the close of each business day. r_ f. Final term of the agreement must be 1 year or less.. 10. Money Market Funds - Shares in open-end and no-load money market mutual funds provided such funds are registered under the Investment Company Act of 1940 and operate in accordance with Rule 2a-7. 11. Fixed -Income Mutual Funds - Shares in open-end and no-load fixed -income mutual funds whose underlying investments would be permitted for purchase under this policy and all its restrictions. 12. Local Government Investment Pools — State, local government or privately -sponsored investment pools that are authorized pursuant to state law. 13. The Florida Local Government Surplus Funds Trust Funds ("Florida Prime"). General Investment and Portfolio Limits 1. General investment limitations: 25694/009/01626500.DOCv3 53 Packet Pg. 382 11.B.5 a. Investments must be denominated in U S dollars and issued for legal sate in U.S. markets. b. Minimum ratings are based on the highest rating by any one Nationally Recognized Statistical Ratings Organization ("NRSRO"), unless otherwise specified. C. All limits and rating requirements apply at time of purchase.. d. Should a security fall below the minimum credit rating requirement for purchase, the Clerk will notify the Board _e The maximum maturity (or average life for MBS/ABS) of any Investment is 5 years. Maturity and average life are measured from settlement date. The final maturity date can be based on any mandatory call, put, pre -refunding date, or other mandatory redemption date. 2. General portfolio limitations: a. The maximum effective duration of the aggregate portfolio is 3 years. 3. Investment in the following are permitted, provided they meet all other policy requirements: a. Callable, step-up callable, called, pre -refunded puttable and extendable securities. as long as the effective final maturity meets the maturity limits for the co sector. r M b. Variable -rate and floating-rate securities. C. Subordinated secured and covered debt, if it meets the ratings requirements for the sector. d. Zero coupon issues and strips, excluding agency mortgage -backed Interest -only structures (I/Os). e. Treasury TIPS 4. The following are NOT PERMITTED investments, unless specifically authorized by statute and with prior approval of the governing body: a. Trading for speculation. b. Derivatives (other than callables and traditional floating or variable -rate instruments). C. Mortgage -backed interest -only structures (I/Os). d. Inverse or leveraged floating-rate and variable -rate instruments. 25694/009/01626500.DOCv3 54 Packet Pg. 383 11.B.5 e. Currency, equity, index and event -linked notes (e.g. range notes), or other structures that could return less than par at maturity. f. Private placements and direct loans, except as may be legally permitted by Rule 144A or commercial paper issued under a 4(2) exemption from registration. g. Convertible, high yield, and non-U.S. dollar denominated debt. h. Short sales. i. Use of leverage. Futures and options. k. Mutual funds, other than fixed -income mutual funds and ETFs, and money market funds. 1. Equities, commodities, currencies and hard assets. Any and all exceptions to the investment policy require a vote of the majority of Board. Furthermore, the Board may revise the aforementioned investment policy from time to time. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2020 Bonds are subject to an M approving legal opinions of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose +, approving opinions (forms of which are attached hereto as APPENDIX D-1 and APPENDIX D-2 will be d available at the time of delivery of the Series 2020 Bonds. The actual legal opinions to be delivered by d Bond Counsel may vary from that text if necessary to reflect facts and law on the date of delivery. Such c. opinions will speak only as of their date, and subsequent distribution of them by recirculation of this W 2 Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to their dates. p 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 2020 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriters of the Series 2020 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 MATTERS" and certain statements which summarize provisions of the Resolution and the Series 2020 Bonds, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2020 Bonds. Certain legal matters will be passed upon by Jeffrey A. Klatzkow, Esq., County Attorney, and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the County. 25694/009/01626500.DOCv3 55 Packet Pg. 384 11.B.5 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 2020 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the covenant to budget and appropriate Non -Ad Valorem Revenues in the manner and to the extent described herein and in the Resolution. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The County experiences other claims, litigation, and various legal proceedings which, except as described above, 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, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectlyQP N 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 `m Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant co to administrative rulemaking, the FFSC 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 M 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 d and has not been in default on any bond issued since December 31, 1975 that would be considered d material by a reasonable investor in the Series 2020 Bonds. M The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2020 Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. TAX MATTERS Series 2020A Bonds Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as APPENDIX D-1 hereto, the interest on the Series 2020A Bonds is excludable from gross income of the owners thereof for federal 25694/009/01626500.DOCv3 56 Packet Pg. 385 11.B.5 income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions. Failure by the County to comply subsequently to the issuance of the Series 2020A Bonds with certain requirements of the Code, including but not limited to requirements regarding the use, expenditure and investment of Series 2020A Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2020A Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2020A 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 2020A Bonds, including, among other things, restrictions relating to the use of investment of the proceeds of the Series 2020A Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2020A Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2020A Bonds being included in gross income for federal income tax purposes retroactive to their date of issue. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income `m co tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2020A Bonds. Prospective purchasers of the Series 2020A Bonds should be aware that the ownership of the Series 2020A Bonds may result in other collateral federal tax consequences. For M example, ownership of the Series 2020A 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 2020A Bonds, E (2) the branch profits tax, and (3) the inclusion of interest on the Series 2020A Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2020A Bonds may be included in y gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2020A 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 DESCRIBED ABOVE. PROSPECTIVE SERIES 2020A BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2020A Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2020A Bonds should consult their tax advisors as to the income tax status of interest on the Series 2020A Bonds in their particular state or local jurisdictions. 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 25694/009/01626500.DOCv3 57 Packet Pg. 386 11.B.5 similar to the Series 2020A Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2020A 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 2020A 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 2020A Bonds. Original Issue Discount Certain of the Series 2020A Bonds (the "Discount Bonds") may be offered and sold to the public at .5 an original issue discount, which is the excess of the principal amount of the Discount Bonds over the a initial offering price to the public, excluding bond houses, brokers or similar persons or organizations op acting in the capacity of underwriters or wholesalers, at which price a substantial amount of the Discount c Bonds of the same maturity was sold. Original issue discount represents interest which is excluded from N gross income for federal income tax purposes to the same extent as interest on the Discount Bonds. m �L Original issue discount will accrue over the term of a Discount Bond at a constant interest rate (n compounded semi-annually. An initial purchaser who acquires a Discount Bond at the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income `° Q for federal income tax purposes equal to the original issue discount accruing during the period he holds N such Discount Bonds and will increase its adjusted basis in such Discount Bonds by the amount of such N accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and prepayment, saleCn `m or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, prepayment or other disposition of such Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. d Original Issue Premium Certain of the Series 2020A Bonds (the "Premium Bonds") may be offered and sold to the public at a price in excess of the principal amount of such Premium Bonds, which excess 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 the Premium Bonds which term ends on the earlier of the maturity or call date for each Premium Bond which minimizes the yield on said Premium Bonds to the purchaser. 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. The federal income tax consequences of the purchase, ownership and sale or other disposition of Premium Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. 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. 25694/009/01626500.DOCv3 58 Packet Pg. 387 11.B.5 Series 2020B Bonds In the opinion of Bond Counsel, the form of which is included as APPENDIX D-2 hereto, the interest on the Series 2020B Bonds is not excludable from gross income of the owners thereof for federal income tax purposes. Interest on the Series 2020B Bonds may also be subject to state or local income taxation under applicable state or local laws. Purchasers of the Series 2020B Bonds should consult their own tax advisors as to the income tax status of interest on the Series 2020B Bonds in their particular state or local jurisdiction. Except as provided above, Bond Counsel is not rendering any opinion regarding tax consequences of owning the Series 2020B Bonds. There are several tax -related issues attendant with ownership of the Series 2020B Bonds, including, but not limited to, treatment of original issue discount or premium, if any, treatment of secondary market discount or premium, if any, reporting requirements and possible application of backup withholding tax, determination of an owner's tax basis and gains or losses in connection with sales, exchanges or other dispositions of the Series 2020B Bonds, foreign ownership, ownership by certain employee benefit plans and other retirement plans and other issues. Many of the rules related to these issues are complicated and purchasers of the Series 2020B Bonds should consult their own tax advisors and professionals as to the tax consequences of the purchase, ownership and disposition of the Series 2020B Bonds under federal, state, local, foreign and other tax laws. RATINGS Fitch Ratings, Inc. ("Fitch") and Moody's Investors Service, Inc. ("Moody's") have assigned their ratings of "_" and respectively, to the Series 2020 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances d so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on d the market price of the Series 2020 Bonds. An explanation of the significance of the ratings can be y received from the rating agencies, at the following addresses: Fitch Ratings, Inc., One State Street Plaza, W New York, New York 10004 and Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007. n FINANCIAL ADVISOR PFM Financial Advisors LLC, Coral Gables, Florida, is the Financial Advisor to the County with respect to the sale of the Series 2020 Bonds. The Financial Advisor has assisted the County in the preparation of this Official Statement and has advised the County as to other matters relating to the planning, structuring and sale of the Series 2020 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 this Official Statement. PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. 25694/009/01626500.DOCv3 59 Packet Pg. 388 11.B.5 AUDITED FINANCIAL STATEMENTS The general purpose financial statements of the County for the fiscal year ending September 30, 2019 of Clifton Larson Allen LLP, Naples, Florida (the "Auditor") are included in "APPENDIX C — Collier County Comprehensive Annual Financial Report For Fiscal Year Ended September 30, 2019" hereto. Such statements speak only as of September 30, 2019. The consent of the County's auditor to include in this Official Statement the aforementioned report was not requested, and such report of the County is provided only as publicly available documents. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Official Statement or the information presented herein. The Series 2020 Bonds are payable solely from Non -Ad Valorem Revenues in the manner and to the extent as described in the Resolution and herein and are not otherwise secured by, or payable from, the general revenues of the County. See "SECURITY FOR THE SERIES 2020 BONDS" herein. The general purpose financial statements are presented for general information purposes only. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2020 Bonds upon an event of default under the Q Resolution are in many respects dependent upon judicial actions which are often subject to discretion and N delay. Under existing constitutional and statutory law and judicial decisions, including specifically the N federal bankruptcy code, the remedies specified by the Resolution and the Series 2020 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with theco `m delivery of the Series 2020 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX B — Form of the Resolution" attached hereto for a description of events of default and remedies. d CONTINUING DISCLOSURE The County has covenanted for the benefit of the Series 2020 Bondholders to provide certain financial information and operating data relating to the County and the Series 2020 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 the audited financial statements with each entity authorized and approved by the SEC to act as a repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the "Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board ("MSRB"). The County has agreed to file notices of certain enumerated material events, when and if they occur, with the Repository. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E - Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to the issuance of the Series 2020 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of the Rule. 25694/009/01626500.DOCv3 60 Packet Pg. 389 11.B.5 With respect to the Series 2020 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. [In the past five years, the County has complied in all material respects with its previous undertakings to provide continuing disclosure information pursuant to the Rule.] The County fully anticipates satisfying all future disclosure obligations required pursuant to the Rule. The County has entered into a contract with Digital Assurance Certification, LLC to provide continuing disclosure dissemination agent services for all of its outstanding bond issues. UNDERWRITING The Series 2020A Bonds are being purchased by (the "2020A Underwriters") at an aggregate purchase price of $ (equal to the par amount of the Series 2020A Bonds of $ [plus/less] a net original issue [premium/discount] of $ and less a 2020A Underwriters' discount of $ ). The 2020A Underwriters' obligations are subject to certain conditions precedent, and, it will be obligated to purchase all of the Series 2020A Bonds if any Series 2020A Bonds are purchased. The Series 2020A Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2020A 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 2020A Underwriters. The Series 2020B Bonds are being purchased by (the "2020B Underwriters" and together with the 2020A Underwriters, the "Underwriters") at an aggregate purchase price of `m $ (equal to the par amount of the Series 2020B Bonds less a 2020B Underwriters' discount of co $ ). The 2020B Underwriters' obligations are subject to certain conditions precedent, and, it will n be obligated to purchase all of the Series 2020B Bonds if any Series 2020B Bonds are purchased. The M Series 2020B Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2020B 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 2020B Underwriters. E CONTINGENT FEES The County has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect to the authorization, sale, execution and delivery of the Series 2020 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2020 Bonds. 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 2020 Bonds, the security for the payment of the Series 2020 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Copies of such documents may be obtained from either the office of the Clerk of the Circuit Court and Comptroller of the Board of County 25694/009/01626500.DOCv3 61 Packet Pg. 390 11.B.5 Commissioners, 3315 Tamiami Trail East, Suite 102, Naples, Florida 34112-5324, telephone: (239) 252-6299 or the County's Financial Advisor, PFM Financial Advisors LLC, 2222 Ponce de Leon Boulevard, Third Floor, Coral Gables, Florida 33134, telephone (305) 448-7131. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of the Official Statement, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters. The Underwriters listed on the cover page hereof has reviewed the information in this Official Statement in accordance with and as part of its responsibility 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 implication that there has been no change in the matters described herein since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2020 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv3 62 Packet Pg. 391 11.B.5 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2020 Bonds, officials of the County will furnish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2020 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. Approved as to form and legal sufficiency: By: County Attorney COLLIER COUNTY, FLORIDA By: Chairman, Board of County Commissioners Collier County, Florida 25694/009/01626500.DOCv3 63 Packet Pg. 392 11.B.5 APPENDIX A GENERAL INFORMATION CONCERNING COLLIER COUNTY, FLORIDA M 25694/009/01626500.DOCv3 Packet Pg. 393 11.B.5 APPENDIX A GENERAL INFORMATION CONCERNING 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. General Information The County was established in 1923 by the Legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami -Fort Lauderdale area. In 2019, the County had an estimated population of 376,086. Part of the Everglades National Park, the United States' only subtropical national park, comprises a portion of the County. Principal industries within the County include wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and construction. 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 Burt L. Saunders Chairman November, 2020 Andy Solis Vice Chairman November, 2022 Donna Fiala Commissioner November, 2020 William L. McDaniel, Jr. Commissioner November, 2020 Penny Taylor Commissioner November, 2022 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 Growth Management, Public Services, Public Utilities, and Administrative 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 County Manager's Director of Corporate, Financial and Management Services (the "Director") initiates the budget planning process in January with budget policy discussions among key members of the fiscal and administrative leadership team. These discussions culminate in the presentation and adoption of budget policy and guidance by the Board in February. County division 25694/009/01626500.DOCv31 Packet Pg. 394 11.B.5 heads and elected officers submit their proposed expenditures beginning in April for compilation by the Director 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, 2020 was adopted by the Board on September 19, 2019. 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, and such chapter provides that expenditures in excess of total fund budgets are unlawful. Annual Audit Florida law requires that an annual post audit be completed by independent certified public accountants retained by the County. The County retained the firm of Clifton Larson Allen LLP, Naples, Florida, to undertake the audit for the fiscal year ended September 30, 2019. The Comprehensive Annual Financial Report for the fiscal year ended September 30, 2019 appears in APPENDIX C attached to this Official Statement. [Remainder of page intentionally left blank] T M n 25694/009/01626500.DOCv32 Packet Pg. 395 11.B.5 Population The County has experienced rapid population growth in recent decades. The following table presents historical and projected population growth for the County, the State, and the United States for the period of 1960 to 2020: County Year Population 1960 15,753 1970 38,040 1980 85,971 1990 152,099 2000 251,377 2010 321,520 2020* 384,600 POPULATION TRENDS Population Population United Population Percentage State Percentage States Percentage Increase Population Increase Population Increase --- 4,951,560 --- 179,323,175 --- 141.5% 6,791,418 37.1% 203,302,031 13.4% 126.0 9,746,961 43.5 226,504,825 11.4 76.9 12,938,071 32.7 250,410,000 10.6 65.3 15,982,378 23.5 274,634,000 9.7 27.9 18,801,310 17.6 308,745,538 12.4 19.6 21,556,000 14.7 322,742,000 4.5 *Estimates on County and State population use medium estimates of population growth. Source: University of Florida, Bureau of Economic and Business Research, Population Program, unpublished data. Census data from U.S. Bureau of Census. [Remainder of page intentionally left blank] T M n 25694/009/01626500.DOCv33 Packet Pg. 396 11.B.5 Most of the growth of Collier County is due to migration. The estimated median age of the County's population was 50.3 years according to the Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2019. COLLIER COUNTY EMPLOYMENT BY MAJOR INDUSTRY Industry Establishments Employees Retail Trade 1,651 21,745 Accommodation and Food Services 949 22,574 Health Care and Social Assistance 1,199 20,581 Construction 2,241 17,324 Administrative and Waste Services 1,539 10,150 Educational Services 129 7,993 Arts, Entertainment, and Recreation 287 8,153 Other Services (except Public Administration) 1,359 6,542 Professional and Technical Service 2,059 5,884 Public Administration 62 5,914 Agriculture, Forestry, Fishing and Hunting 96 2,914 Real Estate and Rental and Leasing 1,283 4,297 Finance and Insurance 755 4,145 Manufacturing 326 4,537 Wholesale Trade 483 4,184 Transportation and Warehousing 288 2,564 Information 178 1,335 Management of Companies and Enterprises 148 334 Utilities 28 210 Mining 4 20 Unclassified Establishments 272 111 Source: Florida Research and Economic Information Database Application, Labor Market Statistics, Quarterly Census of Employment and Wages Program. 25694/009/01626500.DOCv34 Packet Pg. 397 11.B.5 COLLIER COUNTY EMPLOYMENT (2010-2019) State of County Florida Labor Unemployment Unemployment Year Force Employment Unemployment Rate Rate 2010 145,349 128,427 16,922 11.6% 11.1 % 2011 148,810 133,729 15,081 10.1 10.0 2012 152,762 139,883 12,879 8.4 8.5 2013 155,575 144,588 10,987 7.1 7.2 2014 159,908 150,359 9,549 6.0 6.3 2015 163,394 154,808 8,586 5.3 5.5 2016 168,898 161,045 7,853 4.6 4.8 2017 173,522 166,305 7,217 4.2 4.2 2018 177,521 171,288 6,233 3.5 3.6 2019 180,626 174,040 5,586 3.1 3.1 Source: Florida Research and Economic Information Database Application, Labor Market Statistics, Local Area Unemployment Statistics Program. At this time the long-term impacts of COVID-19 on the County, the State and the United States and employment is not known, however it is expected unemployment rates will increase significantly from the figures stated above and included in this Appendix. On May 8, 2020, June 5, 2020, July 2, 2020, August 7, 2020 and September 4, 2020, the Bureau of Labor Statistics released its unemployment reports for April, 2020, May, 2020, June, 2020, July, 2020 and August, 2020, respectively, which indicate that unemployment within the United States has increased to approximately 14.7% for April, 2020 and declined to approximately 13.3% for May, 2020, 11.1% for June, 2020, 10.2% for July, 2020 and 8.4% for August, 2020. The increases in unemployment rates are reflective of the negative impacts of COVID-19 on employment. While the County does not have updated unemployment statistics as of the date hereof, the May, 2020, June 2020, July, 2020, August, 2020 and September, 2020 reports from the Bureau of Labor Statistics are likely indicative of the kind of increase the County may see in its unemployment rate as a result of the negative impacts of COVID-19. See 'RISK FACTORS" in the body of this Official Statement. [Remainder of page intentionally left blank] 25694/009/01626500.DOCv35 Packet Pg. 398 11.B.5 BUILDING PERMIT ACTIVITIES IN COLLIER CO Y (2010-2019) Single Multi- Residential Year Family Units Family Units Valuation(') 2010 747 513 $284,339 2011 866 320 272,942 2012 1,149 304 313,259 2013 1,540 817 448,610 2014 2,195 722 630,402 2015 2,611 954 795,923 2016 2,788 782 875,143 2017 2,615 846 688,050 2018 3,063 1,232 1,086,682 2019 (1) Valuation in thousands of dollars. Source: Collier County, Florida Finance Department. Agriculture Agriculture is a dominant factor in the economy of the County. Rainfall averages about 54 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 five percent of the workforce. Farming activities are located approximately 40 miles inland primarily centered around the community of Immokalee. Major crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are also a significant farming commodity. Tourism Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf of Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States only subtropical National Park, located near Naples, comprises a substantial portion of the County. Collier - Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in the Gulf of Mexico, as well as fresh water fishing, makes the many lakes and waterways popular vacation spots. The County is regarded as one of the largest shelling areas in the United States. Transportation The County is served by U.S. Highway 41 (otherwise known as the Tamiami Trail) and Interstate 75, which links Naples to the east coast of Florida and intersects U.S. Highway 27, providing access to the Florida Turnpike. Interstate 75 also provides access to the County from the North. Greyhound Bus Lines connects the County to all points within the State. 25694/009/01626500.DOCv36 Packet Pg. 399 11.B.5 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. Activity at this airport mainly consists of charter flights and general aviation. Air service at the Southwest Florida 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 48,441 students in 31 elementary schools, 10 middle schools, 8 high schools, and a PreK-12 school (Everglades City School). There are also 13 Alternative School Programs. 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. Florida Southwestern State College's main campus in Fort Myers, with a branch campus in Naples, offers technical training as well as college preparation for students. In August of 2003, Ave Maria University, a private Catholic University located within the County, began admitting students. The University offers bachelor's degrees in biology, classics, economics, history, literature, mathematics, music, philosophy, politics and theology. Pre -professional programs are offered in pre -law, pre -medicine and pre -business. Although not located within the County, Florida Gulf Coast University, 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 In residents of the County. It opened as a 50-bed facility in 1956, financed exclusively by contributions from M 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 d Hospital's 716 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 y Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent W 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. p In addition, Physician's Regional operates two hospitals within the County with a total of 201 beds. �% The Collier County Health Department operates in every community in the County under the direction of a licensed physician and with a staff of trained specialists, including public health workers, nurses, sanitarians and clinical psychologists. 25694/009/01626500.DOCv37 Packet Pg. 400 11.B.5 COLLIER COUNTY FINANCIAL AND ECONOMIC DATA (Fiscal Years 2010-2019) (Unaudited) Per Bank Fiscal Percent Capita Deposits Year Population Increase/(Decrease) Income 0( 00's) 2010 331,800 -- $62,559 $9,981 2011 321,520 (3.1) 60,049 N/A 2012 323,785 0.7 59,264 N/A 2013 329,849 1.9 60,391 N/A 2014 339,642 3.0 64,872 N/A 2015 348,777 2.7 73,869 N/A 2016 353,936 1.5 78,473 N/A 2017 360,846 2.0 84,101 N/A 2018 368,534 2.1 87,829 N/A 2019 376,086 2.0 92,686 N/A N/A = Data not currently available Source: Collier County, Florida Finance Department. [Remainder of page intentionally left blank] LO M 25694/009/01626500.DOCv38 Packet Pg. 401 SOZOZ SOIJOS PUB VOZOZ SOIJOS : US£6) IUOW0484S 18131110 AJBUIW11aad 10 luao=l - d 1181HX3 :IUOWLj3epV I � o v u� o CDO CDO O O O O CDy O O O O O O O O O O O O V m U d\ da r m m d+ ui N D\ d+ O\ � 00 O a1 m a1 N r-i � ,� v� oo •�+ a\ n m m Ln rn � A cri �o cri cri �o �o d n � . rL� (C= o o � � � m N Ln " V X m N N o. m m Lc) \10 F" n 116 n .`Oo 1.0 \D n n OD rn rn w iA- O x v m is i d+ N m M LO N 00 N (z N r a MLf) O 00 00 d d d d + N 44 r-i di a\ t\ n ct N m m o v <\ r- Lf) N N O 00 m D\ N "O N � m N O N d ri m t- d1 00 00 O N a O f 00 cz 01 d N 01 mi l) O e- "D N p p Q 110 r1 �o GO Ln 00 LO O �D da �0 O N N N fn 00 00 00 CD O o cu ' V N am" N r I � 110 00 O N Wy +' LO O\ "D CN r- N O NU-) O N liq d\ d d W x cz v N O O N M M m m O r�- O W � 00 00 00 00 00 c \ c \ � O u V EJq r1 cz m N N N O r� L\ N"t GO X N mcy� m d miA r� r1 \o d d d U Q m N dt Lf) N O0-\ 00 d m Li) d r.q d+ m Lo 00 O N a1 gy m+ \D N O 00 O1, O 00 N � 00 � � � It mot m N N N N N N N N N N n O\ m N G, r N N O d n� O a0 N n O 00 I O LI \11 (31 oll m d \10 If) O v CN n�t M t-� a O d+ n 00 O Lt) m d+ O\ \D 'I N N OIN dt -0 n aN r I m "D O \D O O N N ti m ti� � n L� 00 all a1 O m cz o N m It m \�o N m ON czv .� v ON N ON r1 N r1 N —1 N r1 N r1 N —1 N r1 N w >• W N L� 11.B.5 The following table contains the property tax rates for the last ten fiscal years. COLLIER COUNTY, FLORIDA PROPERTY TAX RATES - ALL DIRECT AND OVERLAPPING GOVERNMENTSM (Fiscal Years 2010-2019) (Unaudited) Collier County Other Special Debt County Fiscal General Revenue Service School Independent Year Fund Funds Funds Total District Districts Total 2010 3.5645 0.7225 0.1366 4.4236 5.2390 1.3243 10.9869 2011 3.5645 0.6926 0.1580 4.4151 5.6990 1.3299 11.4440 2012 3.5645 0.7627 0.0877 4.4149 5.5270 1.2202 11.1621 2013 3.5645 0.7555 0.0926 4.4126 5.5760 1.2395 11.2281 2014 3.5645 0.5873 0.0074 4.1592 5.6900 1.2228 11.0720 2015 3.5645 0.5860 0.0077 4.1582 5.5800 1.1853 10.9235 2016 3.5645 0.5856 0.0071 4.1572 5.4800 1.1331 10.7703 2017 3.5645 0.6323 0.0061 4.2029 5.2450 1.1138 10.5617 2018 3.5645 0.6145 0.0061 4.1851 5.1220 1.2735 10.5446 2019 3.5645 0.6122 0.0060 4.1827 5.0490 1.2331 10.4648 (1) Basis for property tax rates is 1 mill per $1,000 of assessed value. Property is assessed as of January 1 and taxes based on those assessments are levied according to the tax rate in effect that tax year and become due on November 1. Therefore, assessments and tax levies applicable to a certain tax year are collected in the fiscal year ending during the following calendar year. Source: Collier County, Florida Finance Department. Property Tax Reform Millage Rollback Legislation. In 2007, the State Legislature adopted a property tax plan which significantly impacted ad valorem tax collections for State local governments (the "Millage Rollback Legislation"). One component of the Millage Rollback Legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 Fiscal Year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in Fiscal Year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the Rollback Legislation also limited how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. Constitutional Exemptions. Certain exemptions from property taxes have been enacted. Constitutional exemptions include, but are not limited to, property owned by a municipality and used exclusively by it for municipal or public purposes, certain household goods and personal effects to the value fixed by general law, certain locally approved community and economic development ad valorem tax exemptions to new businesses and expansions of existing businesses, as defined by general law and historic preservation ad valorem tax exemptions to owners of historic properties, $25,000 of the assessed value of property subject to tangible personal property tax, the assessed value of solar devices or 25694/009/01626500.DOCv310 Packet Pg. 403 11.B.5 renewable energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation, subject to limitations provided by general law, and certain real property dedicated in perpetuity for conservation purposes, including real property encumbered by perpetual conservation easements or by other perpetual conservation protections, as defined by general law. Limitation on Increase in Assessed Value of Property. The State Constitution limits the increases in assessed just value of homestead property to the lower of (1) three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. The accumulated difference between the assessed value and the just value is known as the "Save Our Homes Benefit." Further, any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status; new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead; and changes, additions, reductions or improvements to the homestead shall initially be assessed as provided for by general law. Owners of homestead property may transfer up to $500,000 of their Save Our Homes Benefit to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. T For all levies other than school district levies, assessment increases for specified nonhomestead M real property may not exceed ten percent (10%) of the assessment for the prior year. This assessment 77 limitation is, by its terms, to be repealed effective January 1, 2019; however, the legislature by joint resolution approved an amendment abrogating such repeal, which was approved by the electors in the E November 6, 2018 general election and came into effect January 1, 2019. Homestead Exemptions. In addition to the exemptions described above, the State Constitution also provides for a homestead exemption. Every person who has the legal title or beneficial title in equity to real property in the State and who resides thereon and in good faith makes the same his or her permanent residence or the permanent residence of others legally or naturally dependent upon such person is eligible to receive a homestead exemption of up to $50,000. The first $25,000 applies to all property taxes, including school district taxes. The additional exemption, up to $25,000, applicable to the assessed value of the property between $50,000 and $75,000, applies to all levies other than school district levies. A person who is receiving or claiming the benefit of an ad valorem tax exemption or a tax credit in another state where permanent residency, or residency of another legally or naturally dependent upon the owner, is required as a basis for the granting of that ad valorem tax exemption or tax credit is not entitled to the homestead exemption. In addition to the general homestead exemption described in this paragraph, the following homestead exemptions are authorized by State law: Certain Persons 65 or Older. A board of county commissioners or the governing authority of any municipality may adopt an ordinance to allow an additional homestead exemption equal to (i) of up to $50,000 for persons age 65 or older with household income that does not exceed the statutory income limitation of $20,000 (as increased by the percentage increase in the average cost of living index each year since 2001) or (ii) the assessed value of the property with a just value less than $250,000, as determined 25694/009/01626500.DOCv311 Packet Pg. 404 11.B.5 the first tax year that the owner applies and is approved, for any person 65 or older who has maintained the residence as his or her permanent residence for not less than 25 years and whose household income does not exceed the statutory income. The County enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. In addition, veterans 65 or older who are partially or totally permanently disabled may receive a discount from tax on homestead property if the disability was combat related and the veteran was honorably discharged upon separation from military service. The discount is a percentage equal to the percentage of the veteran's permanent, service -connected disability as determined by the United States Department of Veteran's Affairs. The County has not enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. Deployed Military Personnel. The State Constitution provides that by general law and subject to certain conditions specified therein, each person who receives a homestead exemption who was a member of the United States military or military reserves, the United States Coast Guard or its reserves, or the Florida National Guard; and who was deployed during the preceding calendar year on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature shall receive an additional exemption equal to a percentage of the taxable value of his or her homestead property. The applicable percentage shall be calculated as the number of days during the preceding calendar year the person was deployed on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature divided by the number of days in that year. Certain Active Duty Military and Veterans. A military veteran who was honorably discharged, is a in resident of the State, and who is disabled to a degree of 10% or more because of misfortune or while r serving during wartime may be entitled to a $5,000 reduction in the assessed value of his or her property. M This exemption is not limited to homestead property. A military veteran who was honorably discharged with a service -related total and permanent disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available to disabled veterans confined to wheelchairs. E Under certain circumstances, the veteran's surviving spouse may be entitled to carry over these exemptions. M Certain Totally and Permanently Disabled Persons. Real estate used and owned as a homestead by a quadriplegic, less any portion used for commercial purposes, is exempt from all ad valorem taxation. Real estate used and owned as a homestead by a paraplegic, hemiplegic, or other totally and permanently disabled person, who must use a wheelchair for mobility or who is legally blind, is exempt from taxation if the gross household income is below statutory limits. Survivors of First Responders. Any real estate that is owned and used as a homestead by the surviving spouse of a first responder (law enforcement officer, correctional officer, firefighter, emergency medical technician or paramedic), who died in the line of duty may be granted a total exemption on homestead property if the first responder and his or her surviving spouse were permanent residents of the State on January 1 of the year in which the first responder died. Save Our Homes Portability Affected by Storm Damage (SOH). Owners of homestead property that was significantly damaged or destroyed as a result of a named tropical storm or hurricane can elect to have the property deemed abandoned if the owner establishes a new homestead by January 1 of the second year immediately following the storm or hurricane. This will allow the owner of the homestead 25694/009/01626500.D00012 Packet Pg. 405 11.B.5 property to keep their SOH benefit if they move from the significantly damaged or destroyed property to establish a new homestead by the end of the year following the storm. Property Tax Relief for Natural Disasters. In light of the recent natural disasters, the state legislature created a property tax relief credit for homestead parcels on which certain residential improvements were damaged or destroyed by a hurricane that occurred in 2016 or 2017, namely hurricanes Hermine, Matthew, and Irma. If the residential improvement is rendered uninhabitable for at least 30 days due to a hurricane that occurred during the 2016 or 2017 calendar year, taxes initially levied in 2019 may be abated. Due to this reduction in ad valorem tax revenue, the legislature is required to appropriate funds to offset the deficit in certain taxing jurisdictions. Recent Amendments Relating to Ad Valorem Taxation. In the 2016 legislative session, several amendments were passed affecting ad valorem taxation, including classification of agricultural lands during periods of eradication or quarantine, deleting requirements that conservation easements be renewed annually, providing that just value of real property shall be determined in the first tax year for income restricted persons age 65 or older who have maintained such property as the permanent residence for at least 25 years, authorizing a first responder who is totally and permanently disabled as a result of injuries sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead property, revising procedures with respect to assessments, hearings and notifications by the value adjustment board, and revising the interest rate on unpaid ad valorem taxes. Future Amendments Relating to Ad Valorem Taxation. Historically, various legislative proposals and `y constitutional amendments relating to ad valorem taxation have been introduced in each session of the L State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem CO taxation and limited increases in assessed valuation of certain types of property or have otherwise r restricted the ability of local governments in the State to levy ad valorem taxes at then current levels. M Constitutional Limitations on New State Taxes and Fees During the 2018 State legislative session, the State Legislature passed House Joint Resolution 7001 ("HJR 7001"), including an amendment to the State Constitution providing that no state tax or fee may be imposed, authorized, raised by the State Legislature, or authorized by the State Legislature to be raised, except through legislation approved by two-thirds of the membership of each house of the Legislature. The same requirement would apply to decreasing or eliminating any state tax, fee exemption or credit. Previously, such actions could be approved by a majority vote. HJR 7001 also requires that any proposed state tax or fee imposition, authorization or increase must be contained in a separate bill that contains no other subject. The joint resolution specifies that the amendment does not authorize the imposition of any state tax or fee otherwise prohibited by the State Constitution, and does not apply to any tax or fee imposed by, or authorized to be imposed by, a county, municipality, school board, or special district. The amendment in the HJR 7001 was approved by at least sixty percent of the voters during the 2018 general election and was passed and signed into law by Governor Scott and will take effect on January 8, 2019. Although the legislation will not subject local taxes and fees to the stricter voting requirement, local governments could be adversely impacted during recessionary economic environments if State lawmakers are unable to raise taxes. The County does not expect that HJR 7001 will have an impact on its ability to pay debt service on the Series 2020 Bonds. 25694/009/01626500.DOCv313 Packet Pg. 406 11.B.5 APPENDIX B FORM OF THE RESOLUTION Lo M 25694/009/01626500.DOCv3 Packet Pg. 407 11.B.5 APPENDIX C AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2019 The statistical section referred to in the opinion letter has been intentionally omitted 25694/009/01626500.DOCv3 Packet Pg. 408 11.B.5 APPENDIX D-1 FORM OF OPINION OF BOND COUNSEL RELATING TO SERIES 2020A BONDS Lo M 25694/009/01626500.DOCv3 Packet Pg. 409 11.B.5 APPENDIX D-2 FORM OF OPINION OF BOND COUNSEL RELATING TO SERIES 2020B BONDS Lo M 25694/009/01626500.DOCv3 Packet Pg. 410 11.B.5 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE M 25694/009/01626500.DOCv3 Packet Pg. 411