November 21, 2008 Limited General Obligation Bond
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COLLIER COUNTY, FLORIDA
(CONSERVATION COLLIER PROGRAM)
$13,244,204
LIMITED GENERAL OBLIGATION BOND,
SERIES 2008
DATED: NOVEMBER 21, 2008
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$13,244,204
COLLIER COUNTY, FLORIDA
LIMITED GENERAL OBLIGATION BOND
(CONSERVATION COLLIER PROGRAM),
SERIES 2008
List of Closing Documents
November 21,2008
1. Certified copy of
2.
3.
4.
5.
6.
7.
8.
9.
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(a) Resolution No. 2002-265, adopted on June 11, 2002, calling for a bond
referendum election.
(b) Ordinance No. 2004-78, enacted on December 14, 2004, authorizing the
issuance of Limited General Obligation Bonds from time to time.
(c) Resolution No. 2004-383, adopted on December 14, 2004, authorizing the
issuance of Limited General Obligation Bonds and, particularly, the Series
2005A Bonds.
(d) Resolution No. 2008-337, adopted on November 18, 2008, supplementing
Resolution No. 2004-383 and authorizing the issuance of the Series 2008
Bond.
Proposal of SunTrust Equipment Finance & Leasing Corp.
Acceptance and Interest Rate Lock Letter of the County dated October 22, 2008.
General Certificate.
Signature Certificate.
Certificate as to Arbitrage and Certain Other Tax Matters.
Certificate Required by Section 5.01(B) of the Bond Resolution.
Certificate as to Specimen Bond.
Certificate of Delivery and Payment.
Information Return to Internal Revenue Service.
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11.
Advance Notice of Bond Sale.
12. Division of Bond Finance Information Form.
13. Affidavit of Publication regarding Notice of Bond Referendum Election.
14. Section 218.385, Florida Statutes, Disclosure Letter and Truth-in-Bonding
Statement.
15. Wire Instruction Letter.
16. Approving Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel.
17. Reliance Opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel.
18. Opinion of Jeffrey Klatzkow, Esq., County Attorney.
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CERTIFICATE
I, Derek M. Johnssen, the undersigned Deputy Clerk of the Board of County
Commissioners of Collier County, Florida (the "County"), DO HEREBY CERTIFY:
(a) Resolution No. 2002-265 entitled "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF THE COUNTY OF COLLIER, FLORIDA,
ORDERING AND PROVIDING FOR HOLDING OF A REFERENDUM ELECTION
TO DETERMINE IF THE ELECTORS OF THE COUNTY OF COLLIER, FLORIDA
APPROVE THE LEVY OF AN ADDITIONAL AD VALOREM TAX NOT
EXCEEDING 1/4 MILL FOR 10 YEARS AND THE ISSUANCE OF NOT
EXCEEDING $75,000,000 LIMITED TAX GENERAL OBLIGATION BONDS, TO BE
ISSUED IN ONE OR MORE SERIES, PAYABLE THEREFROM, IN ORDER TO
FINANCE ACQUISITION AND MANAGEMENT OF ENVIRONMENTALL Y
SENSITIVE LANDS FOR THE PROTECTION OF WATER RESOURCES,
WILDLIFE HABITAT, AND PUBLIC OPEN SPACE IN PERPETUITY, AND
PURPOSES INCIDENTAL THERETO; PROVIDING CERTAIN OTHER MATTERS
IN CONNECTION THEREWITH; PROVIDING AN EFFECTIVE DATE," adopted at a
regular meeting of the Board of County Commissioners duly called and held on June 11,
2002, at which meeting a quorum was present and acting throughout, which resolution
has been compared by me with the original thereof as recorded in the Minute Book of
said County and that said resolution is a true, complete and correct copy thereof, and said
resolution has been duly adopted and has not been further modified, amended or
repealed, and is in full force and effect on and as of the date hereof in the form attached
hereto.
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(b) Ordinance No. 2004-78 entitled "AN ORDINANCE AUTHORIZING THE
ISSUANCE OF LIMITED GENERAL OBLIGATION BONDS (CONSERVATION
COLLIER PROGRAM) FROM TIME TO TIME PAYABLE FROM THE LEVY OF
AN AD VALOREM TAX LEVIED UPON ALL TAXABLE REAL PROPERTY IN
THE COUNTY IN AN AMOUNT NOT TO EXCEED ONE-QUARTER OF ONE MILL
FOR THE PRINCIPAL PURPOSE OF ACQUIRING CERTAIN
ENVIRONMENTALLY SENSITIVE LANDS WITHIN THE COUNTY; PROVIDING
FOR VARIOUS RIGHTS AND REMEDIES OF THE BONDHOLDERS; PROVIDING
THAT THE BONDS AUTHORIZED HEREUNDER WILL BE LIMITED GENERAL
OBLIGATIONS OF THE COUNTY; AND PROVIDING AN EFFECTIVE DATE,"
enacted at a regu,lar meeting of the Board of County Commissioners duly called and held
on December 14, 2004, at which meeting a quorum was present and acting throughout,
which ordinance has been compared by me with the original thereof as recorded in the
Minute Book of said County and that said ordinance is a true, complete and correct copy
thereof, and said ordinance has been duly enacted and has not been further modified,
amended or repealed, and is in full force and effect on and as of the date hereof in the
form attached hereto.
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(c) Resolution No. 2004-383 entitled "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING
THE ISSUANCE OF NOT EXCEEDING $75,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF COLLIER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION
BONDS (CONSERVATION COLLIER PROGRAM), SERIES 2005A, TO FINANCE
THE ACQUISITION OF CERTAIN ENVIRONMENTALLY SENSITIVE LANDS
WITHIN THE COUNTY; PROVIDING FOR THE ISSUANCE OF ADDITIONAL
LIMITED GENERAL OBLIGATION BONDS FROM TIME TO TIME FOR THE
PRINCIPAL PURPOSE OF FINANCING THE ACQUISITION OF OTHER
ENVIRONMENTALLY SENSITIVE LANDS WITHIN THE COUNTY; PROVIDING
FOR THE PAYMENT OF SAID BONDS FROM AD VALOREM TAXATION
LEVIED IN AN AMOUNT WHICH SHALL NOT EXCEED ONE-QUARTER OF
ONE MILL ON ALL TAXABLE PROPERTY IN THE COUNTY; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS;
AUTHORIZING THE AWARDING OF SAID SERIES 2005A BONDS PURSUANT
TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN
FOR THE AWARD OF THE SERIES 2005A BONDS AND THE APPROVAL OF THE
TERMS AND DETAILS OF SAID SERIES 2005A BONDS; AUTHORIZING THE
PUBLICATION OF A NOTICE OF SALE FOR THE SERIES 2005A BONDS OR A
SUMMARY THEREOF; APPOINTING THE PAYING AGENT AND REGISTRAR
FOR SAID SERIES 2005A BONDS; AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND
DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT TO THE SERIES
2005A BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONTINUING DISCLOSURE CERTIFICATE WITH RESPECT TO THE SERIES
2005A BONDS; AUTHORIZING MUNICIPAL BOND INSURANCE FOR THE
SERIES 2005A BONDS; AND PROVIDING AN EFFECTIVE DATE," adopted at a
regular meeting of the Board of County Commissioners duly called and held on
December 14, 2004, at which meeting a quorum was present and acting throughout,
which resolution has been compared by me with the original thereof as recorded in the
Minute Book of said County and that said resolution is a true, complete and correct copy
thereof, and said resolution has been duly adopted and has not been further modified,
amended or repealed and is in full force and effect on and as of the date hereof in the
form attached hereto.
(d) Resolution No. 2008-337 entitled "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 2004-383, WHICH RESOLUTION NO. 2004-
383 AUTHORIZED, AMONG OTHER THINGS, THE ISSUANCE FROM TIME TO
TIME OF COLLIER COUNTY, FLORIDA LIMITED GENERAL OBLIGATION
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BONDS (CONSERVATION COLLIER PROGRAM) TO FINANCE THE
ACQUISITION OF ENVIRONMENT ALL Y SENSITIVE LAND; ACCEPTING THE
PROPOSAL OF SUNTRUST EQUIPMENT FINANCE & LEASING CORP. TO
PROVIDE THE COUNTY WITH A LOAN TO FINANCE THE ACQUISITION OF
CERTAIN ENVIRONMENTALL Y SENSITIVE LAND; AUTHORIZING THE
ISSUANCE OF THE COLLIER COUNTY, FLORIDA LIMITED GENERAL
OBLIGATION BOND (CONSERVATION COLLIER PROGRAM), SERIES 2008 IN
AN AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $21,000,000 TO
SUNTRUST EQUIPMENT FINANCE & LEASING CORP. IN ORDER TO
EVIDENCE SUCH LOAN; AUTHORIZING SUCH BOND TO BE PAYABLE FROM
AD VALOREM TAXATION LEVIED IN AN AMOUNT NOT TO EXCEED ONE-
QUARTER OF ONE MILL ON ALL TAXABLE PROPERTY WITHIN THE
COUNTY; MAKING CERTAIN COVENANTS AND AGREEMENTS WITH
RESPECT TO SAID BOND; DELEGATING CERTAIN AUTHORITY TO THE
CHAIRMAN AND OTHER OFFICERS OF THE COUNTY; APPOINTING THE
COUNTY AS PAYING AGENT AND REGISTRAR FOR SAID BOND;
AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN
CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE," adopted
at a regular meeting of the Board of County Commissioners duly called and held on
November 18, 2008, at which meeting a quorum was present and acting throughout,
which resolution has been compared by me with the original thereof as recorded in the
Minute Book of said County and that said resolution is a true, complete and correct copy
thereof, and said resolution has been duly adopted and has not been further modified,
amended or repealed and is in full force and effect on and as of the date hereof in the
form attached hereto.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of this 21st day of November, 200
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lerk of the Board of County
issioners of Collier County, Florida
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RESOLUTION NO. 2002- 265
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF COLLIER,
FLORIDA, ORDERING AND PROVIDING FOR HOLDING OF
A REFERENDUM ELECTION TO DETERMINE IF THE
ELECTORS OF THE COUNTY OF COLLIER, FLORIDA
APPROVE THE LEVY OF AN ADDITIONAL AD VALOREM
TAX NOT EXCEEDING 1/4 MILL FOR 10 YEARS AND THE
ISSUANCE OF NOT EXCEEDING $75,000,000 LIMITED TAX
GENERAL OBLIGATION BONDS, TO BE ISSUED IN ONE
OR MORE SERIES, PAYABLE THEREFROM. IN ORDER TO
FINANCE ACQUISITION AND MANAGEMENT OF
ENVIRONMENT ALLY SENSITIVE LANDS FOR THE
PROTECTION OF WATER RESOURCES, WILDLIFE
HABITAT, AND PUBLIC OPEN SPACE IN
PERPETUITY.AND PURPOSES INCIDENTAL THERETO;
PROVIDING CERTAIN OTHER MATTERS IN CONNECTION
THEREWITH; PROVIDING AN EFFECTIVE DATE,
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WHEREAS, Collier County recognizes the need to plan for future growth and desires to
initiate a long-term program, known as Conservation Collier, to acquire and manage
environmentally sensitive land in perpetuity for the protection of water resources, wildlife habitat
and public open space, and
WHEREAS, the history of Collier County is marked with efforts to conserve the County
and region's unique ecological character and to preserve valuable ecosystems for future
generations; and
WHEREAS, it remains the goal of Collier County to conserve, manage and where
necessary, restore the natural environment and provide appropriate access for the enjoyment and
education of the public; and
WHEREAS, Florida's groundwater, surface waters and related ecosystems are under
pressure due to population growth and economic expansion and resolUces are needed to ensure
that sufficient quantities of water are available to meet the current and future needs of the natlUal
systems and citizens of the County; and
WHEREAS, access to public lands support a broad range of outdoor recreational
opportunities and the development of necessary infrastructure, where compatible with the
resource values and management objectives for such lands, promotes an appreciation for
Florida's natural assets and improves the quality of life; and
WHEREAS, the need for high-quality resource based outdoor opportunities, greenways,
trails and open space have not been fully met by previous acquisition programs and additional
emphasis on acquiring, protecting, preserving and restoring open space, greenways and
providing public access is necessary; and
WHEREAS, acquisition to protect the integrity of ecological systems provide multiple
benefits, including preservation of habitat, recreation space for urban as well as rural areas, and
water recharge; and
WHEREAS, a long-term acquisition and management program is needed and funding is
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WHEREAS, a long-term financial commitment to managing public lands must
accompany any new land acquisition program to ensure that the natural resource values of such
lands are protected and that the public has the opportunity to enjoy the lands to their fulIest
potential; and
WHEREAS, if said funding is authorized by the voters of ColIier County and the Board
of County Commissioners, in its discretion, levies the necessary millage, it is in the public's
interest to have any resulting acquisition and management program procedurally implemented in
a manner that sets specific guidelines for the program to ensure effective and successful
completion of the Conservation Collier program.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, IN OPEN MEETING DULY
ASSEMBLED IN THE BOARD OF COUNTY COMMIS~IONERS CHAMBERS AT 3301
EAST TAMIAMI TRAIL, NAPLES, FLORIDA, THIS /L=..~A Y OF~ 2002, A.D" AS
FOLLOWS:
SECTION I. Findings
It is found and declared that:
(A) This Resolution is adopted pursuant to applicable provisions of law,
(B) It is desired to ask the electors of the County if they desire the Board ofCounty
Commissioners to authorize the annual levy of an additional ad valorem tax not exceeding 1/4
mill for ten years to fund the acquisition, preservation, and management of environmentally
sensitive lands for the protection of water resources, wildlife habitat and public open space
suitable for resource based recreation from taxes collected and on deposit and from the proceeds
of the issuance of short andlor long term indebtedness authorized herein payable from the
aforesaid additional ad valorem tax.
(C) The expenditures authorized serve a paramount public purpose,
(D) It is in the best interest of the County to issue such bonds as are necessary or
desirable to finance projects payable as heretofore described.
(E) The recitations of the preamble are hereby adopted as findings herein.
SECTION II. Referendum Election Ordered.
A referendum election be and is hereby ordered to be held in Collier County. Florida, on
November 5. 2002, to determine whether or not the levy of an additional ad valorem tax and
issuance of limited tax general obligation bonds for the afore said purposes shall be approved by
the electors of the County.
SECTION III. VotiDlz,
The polls will be open at the voting places on the date of such election from 7 :00 a,m. to
7:00 p.m. on the same day, All qualified electors residing within the County shall be entitled and
permitted to vote at such an election as hereinafter provided, The referendum election shall be
beld and conducted in the place or places prescribed by law for general elections in the County.
"- 'The referendum election shaH be held and conducted in the manner prescribed by law for
holding general elections in the County, and the County Manager and Supervisor of Elections are
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directed to take all necessary measures to conduct the election in all manner required by law,
The returns shall be properly canvassed by a county canvassing board to be comprised of a
County Court Judge, one member ofthe Board of County Commissioners and the Supervisor of
Elections (collectively, the "Canvassing Board") and all procedures and requirements of state
law and other applicable law shall be complied with for the purpose of conducting the
computation of ballots and completion of election procedures.
SECTION IV. Ballots,
The ballots to be used in the referendum election shall be on plain white paper, or
otherwise permitted electronic format, with a written description of the proposed issuance of the
bonds and levy of the tax, and which will provide facilities for qualified electors to vote for or
against the issuance of the Bonds paid for by the levy of the tax as they may choose, Voting
equipment shall be used at such referendum election or the Supervisor of Elections deems such
other means as appropriate and permitted by law. The question appearing on the ballots to be
used in the referendum election shall be in substantially the following form:
BALLOT
CONSERVATION COLLIER: ACQUISITION AND
MANAGEMENT OF ENVIRONMENTALLY SENSITIVE,
WATER RESOURCE LANDS, AND PUBLIC OPEN SPACE
SHALL COLLIER COUNTY BE AUTHORIZED TO ACQUIRE,
PRESERVE AND MANAGE ENVIRONMENT ALL Y
SENSITIVE LANDS FOR THE PROTECTION OF WATER
RESOURCES, WILDLIFE HABITAT. AND PUBLIC OPEN
SPACE BY ISSUING BONDS UP TO SEVENTY-FNE
MILLION DOLLARS PAYABLE FROM AD VALOREM
TAXES NOT EXCEEDING ONE QUARTER OF ONE MILL
FOR A PERIOD OF TEN (10) YEARS, AND BEARING
INTEREST AT A RATE NOT EXCEEDING THE MAXIMUM
LEGAL RATE?
YES (FOR BONDS)
NO (AGAINST BONDS)
SECTION V. Absentee Voting,
Adequate provision shall be made for absentee voting. Ballots shall be used suitable for
absentee voting at the election, The form of ballots to be used in the election for absentee voters
shall be in substantially the fonn set out above and in accordance with the Florida Election Code,
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SECTION VI. Results of Election.
Returns of the votes cast at the election shall be made to and canvassed by the
Canvassing Board and the Canvassing Board shall declare the results and certify the same to the
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County Manager to be recorded in the minutes of the County. If a majority of the votes cast at
- - such election in respect to the levy of the tax and issuance ofthe bonds shall be "YES" (For
Bonds), such bond issuance shall be approved, and bonds shall be issued by the County pursuant
to the terms and provisions of applicable law, ordinances, or resolutions, Regardless of the
results of the election, the Supervisor of Elections is hereby directed to submit such results to the
Department of State pursuant to Section 100,351, Florida Statutes.
SECTION VII. Publication of Resolution and Notice,
At least 30 days' notice of the election shall be published in the Naples Daily News, or
any other newspaper of general circulation within the County, at least twice, once in the fifth
week and once in the third week prior to the week in which the election is held, in the manner
provided in Section 100.342, Florida Statutes.
The notice of election shall be in substantially the following form:
NOTICE OF TAX AND BOND REFERENDUM
COUNTY OF COLLIER, FLORIDA,
ON NOVEMBER 5, 2002
NOTICE IS HEREBY GIVEN THAT A COUNTY OF COLLIER,
FLORIDA, TAX AND BOND REFERENDUM will be held on the 5th
day of November, 2002, in the County of Collier, Florida, for the
purpose of determining whether or not an additional ad valorem tax not
exceeding V. mill shall be levied annually for ten (10) years and limited
tax general obligation bonds of the County issued in one or more series,
payable there from shall be issued in the aggregate principal amount of
not exceeding $75,000,000, bearing interest. payable at such interest rate
or rates not exceeding the maximum rate permitted by law and
redeemable as shall be determined at or before the time of sale thereof,
maturing over a period of not to exceed ten years from the date of the
bonds, to finance acquisition and management of environmentally
sensitive lands for protection of water resources, wildlife habitat and
public open space and purposes directly incidental thereto,
The polls will be open at the voting places on the date of referendum
election at 7:00 a,m. to 7:00 p.m. on the same day, all as provided in
Resolution No, _ adopted by the Board of County Commissioners
of Collier, Florida on , which is a matter of public
record,
All qualified electors residing within the County of Collier shall be
entitled, qualified and permitted to vote at such election.
The County of Collier, Florida
James N. Coletta, Chairman
Board of County Commissioners
SECTION VIII. Oversight Committee,
In order to implement a program to select and prioritize acquisitions and finance
negotiations, acquisition, protection, restoration, access and management costs, the Board of
County Commissioners shall create a citizens oversight committee to conduct an ongoing review
'........' of all acquisitions under consideration and to make recommendations to the Board. The citizens
oversight committee shall consist afnine members who shall be selected to provide ecological,
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real estate and land management expertise, as well as represent environmental, agricultural, and
business interests, The members of this committee should include representatives from different
areas of Collier COWlty.
SECTION IX. Policies and Procedures.
The oversight committee shall recommend a willing participant land acquisition program
with policies, procedures, standards and criteria for the purchase and management of
environmentally sensitive lands for the protection of water resources, wildlife habitat, and public
open space in perpetuity. Perpetual management will be achieved through dedication of a
portion oftax receipts to a management trust fund that will be designed to provide sufficient
funds that may be invested, the earnings from which should be sufficient to provide for the
ongoing management for the lands acquired. Each acquisition must be designed to serve a public
purpose for the restoration, conservation or preservation of environmentally sensitive public
open space, wildlife habitat and water resource protection land, and for providing public use
opportunities. The program shall be designed to achieve maximum impact by partnering with
other entities through award or acceptance of grants, joint projects and other cooperative efforts,
Funds raised through the program shall also be used to apply for matching grants awarded under
the Florida Forever Program set forth in Chapter 99-247, Laws of Florida, and any amendments
thereto and any other appropriate state, district or federal funding program, to maximize the use
of public monies to benefit Collier County,
SECTION X. Acquisition Goals,
The goals of the program are to acquire, protect and manage environmentally sensitive
lands which contain rare, unique or endangered upland and wetland areas for the benefits of
public open space, biodiversity, listed species habitat protection, water resources for natural
systems and water supply, buffering or connection of existing conservation lands, restoration of
critical resources, and appropriate access to low impact, resource based outdoor recreation and
educational opportunities. AU program lands will be adequately and appropriately managed to
achieve the stated goals of the program. Additionally, every effort will be made to partner with
other funding agencies to maximize the program's benefits to the citizens of the County.
SECTION XI. Acquisition Priorities
The priorities for land acquisition of the program arc reflected in the criteria identified for
selection and ranking of specific acquisition projects. A property must exhibit at least two of the
initial screening criteria to be considered for acquisition under the program. These are as
follows:
INITIAL SCREENING CRITERIA:
1. Land with the most rare, unique or endangered habitats found in
Collier County, in order of preference: I). Tropical hardwood hammocks, 2). Xeric oak
scrub, 3). Coastal strand, 4). Native beach, 5), Xeric pine, 6), Riverine oak, 7), High marsh
"-.... / (saline), 8). Tidal freshwater marsh, 9), Other native habitats,
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2, Lands offering the best human social values, such as those that include equitable
geographic distribution, appropriate public access for passive recreational, educational and
compatible uses, and enhancement of the aesthetic setting of Collier County,
3, Land that protects the most water resource values, including aquifer
recharge, surface water quality, wetland dependant species habitat, and
flood control.
4. Land containing the most biological value, including biodiversity,listed
species habitat, connectivity, restoration potential, and ecological
quality,
5, Land that enhances and/or protects the environmental value of existing
conservation lands through function as a buffer, ecological link, or habitat
corridor.
6, Any qualified land that meets at least two of the above criteria, and has matching funds
available, and/or which program funds' availability would leverage a significantly higher
funding rank in another acquisition program, Without such funding circumstances, program
funds shall not be available for projects within other agencies' acquisition boundaries,
SECONDARY RANKING CRITERIA:
Those proposed acquisition parcels which are qualified under the Initial Screening
Criteria shall be evaluated and ranked by the County staff and the citizens oversight committee
based on site visit infonnation (which confinns or refutes the screening criteria evaluation), and
based on comparative size (larger of similar parcels is preferable), vulnerability to destruction
(most threatened of qualified parcels is preferable), overall resource quality (to prefer highest
quality), and the estimated feasibility and costs of management (most manageable parcels are
preferable),
SECTION XII. Public Access
The program will acquire and manage environmentally sensitive lands with the primary
objectives of maintaining and preserving their natural resource values, and providing appropriate
resource based recreational and educational opportunities, by employing management techniques
that are most appropriate for each parcel acquired so that our natural heritage may be preserved
and appreciated by and for present and future generations. Examples of pennitted uses, subject
to compatibility with specific parcels, include: hiking, nature photography, birdwatching,
kayaking, canoeing, swimming, hunting and fishing. The program will also make the acquired
sites available, with minimal risk: to the environmental integrity of the site, to educate Collier
County's school-age population and the general public about the uniqueness and importance of
Collier County's subtropical ecosystems and natura) communities.
SECTION XIII. Effective Date,
This Resolution shall go into effect immediately upon its passage and adoption,
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DONE AND ORDERED IN OPEN MEETING.
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Approved as to Form and Legal Sufficiency:
BOARD OF COUNTY COMMISSIONERS
COUNTYOFC~
By ~
'Jam . 0 , arm
(,-11- () z..
cq ine Hubbard Robinson
ssistant County Attorney
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ORDINANCE NO. 2004 - 78
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AN ORDINANCE AUTHORIZING THE ISSUANCE OF
LIMITED GENERAL OBLIGATION BONDS
(CONSERVATION COLLIER PROGRAM) FROM TIME
TO TIME PAYABLE FROM THE LEVY OF AN AD
VALOREM TAX LEVIED UPON ALL TAXABLE REAL
PROPERTY IN THE COUNTY IN AN AMOUNT NOT TO
EXCEED ONE-QU ARTER OF ONE MILL FOR THE
PRINCIPAL PURPOSE OF ACQUIRING CERTAIN
ENVIRONMENTALLY SENSITIVE LANDS WITHIN
THE COUNTY; PROVIDING FOR VARIOUS RIGHTS
AND REMEDIES OF THE BONDHOLDERS; PROVIDING
THAT THE BONDS AUTHORIZED HEREUNDER WILL
BE LIMITED GENERAL OBLIGATIONS OF THE
COUNTY; AND PROVIDING AN EFFECTIVE DATE,
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1. DEFINITIONS. When used in this Ordinance, the follo\\,ing
terms shall have the following meanings, unless the conrext clearly otherwise requires:
"Ad" shall mean Chapter 125, Florida Statutes. Article Vll, Section 12 of the
Florida Constitution, and other applicable provisions of law.
"Board" shall mean the Board of County Commissioners of Collier County,
Florida, and any successor thereto,
"Bond Resolution" shall mean the resolution of the County providing for the
security for the Bonds, the now of funus. the rights and remedies of the Bondholders and
various other terms and details relating to the Bonds, as the same may be amended or
supplemented from time to time,
"Bonds" shall mean limited general obligation bonds rebting to "Conservation
Collier" (as described in the Referendum Resolution) issued by the County pursuant to
this Ordinance, payable from the Limited Ad Valorem Tax,
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"Cost" when used in connection with a Project. shall. to the extent permitted by
the Act, mean (1) the County's cost of physical construction; (2) costs of acquisition by or
for the County of such Project or any portion thereof; (3) any costs of land and interests
therein and the cost of the County incidental to such acquisition (including. withom
limitatil)n. title insurance and related costs and costs associated with the examination,
survey and any remediation required with respect to such land); (4) the cost of any
indemnity and surety bonds and premiums for insurance during construction; (5) all
interest due to be paid on Bonds and other obligations relating to the Project during. the
period of construction of the Project and a reasonable period subsequent 10 completion or
construction as the COUIll)' m:lY determine: (6) engineering. architectural, legal. financial
advisory and other consultant fees and expenses; (7) costs and expenses of the financing
incurred for the Project. including rees and expenses or any paying agent, registrar.
lllUllicipal bond insurer. credit bank or depository; (8) paymenls, when due (whether at
the maturity of principal or the due date of interest or upon redemption) on any interim or
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'temporary indebtedness of the County incurred for the Project; (9) costs of machinery,
equipment, technology, supplies, spare parts, furniture and any other items required by
the County for the commencement of operation of the Project; and (10) any other costs
properly attributable to such construction or acquisition or to the issuance of the Bonds
which finance the Project, as determined by generally accepted accounting principles and
shall include reimbursement to the County for any such items of Cost heretofore paid by
the County prior to the issuance of the Bonds or other obligations issued to finance the
Project. The Bond Resolution may provide for additional items to be included in the
aforesaid Costs.
"County" shall mean Collier County, florida, a political subdivision of theState
of Florida.
"Limited Ad Valorem Tax" shall mean the ad valorem tax levied on all taxable
property within the County in an amount not to exceed one-quarter (1/4) of one mill to
pay the annual debt service on the Bonds as approved by the qualified electors of the
County voting in the November 5,2002 bond referendum election.
"Project", shall mean the acquisition of certain environmentally sensitive lands by
the County and any additional capital improvements or working capital costs related
thereto which may be financed with proceeds of the Bonds under the Act. The
description of each Project shall be set forth in the Bond Resolution or supplemental
resolution ~Iuthorizing the issuance of Bonds which shall finance the Costs of such
Project.
"Referendum Resolution" shall mean Resolution No, 2002-265 adopted by the
Board on lune 11,2002,
The words "herein." "hereunder," "hereby," "hereto," "hereof," and any similar
terms shall refer to this Ordinance,
Words importing the singular number include the plural number. and vice versa,
SECTION 2,
follows:
FINDINGS. The Board hereby finds and determines as
(a) Pursuant [0 the Referendum Resolution, (he County ordered the holding of
a bond referendum election to determine if the qualified electors of the County would
approve the issuance of not exceeding $75,000,000 principal amollnt of limited general
obligation bonds payable from ad valorem tax to be levied in an amount not to exceed
one-quarter (1/4) of one mill on all taxable property within the County for the principal
purpose of financing the acquisition of certain environmentally sensitive lands within the
County in order to protect waler resources, wildlife habitat and public open space suitable
for resource based recreation.
(b) On November 5, 2002, a bond referendum election was held and the
issu:lI1ce of not exceeding $75,000,000 principal amount of limited general obligation
bonds p:Jyahle from the Limited Ad Valorem Tax was approved by a majority of the
qualified electors of the County voting in said referendum election,
(c) It is in the best interests of the citizens and consistent with the goals and
purposes of "Conservation Collier" as described in the Referendum Resolution to acquire
environmentally sensitive lands from time to time to protect water resources, wildlife
habitat and/or public open space suitable for resource based recreation,
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2
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(d) It shall be necessary and desirable to issue Bonds from time to time to
finance and refinance the Costs of Projects and such Bonds shall be payable from the
Limited Ad Valorem Tax as provided herein and in the Bond Resolution,
SECTION 3. ISSUANCE OF BONDS. (a) The Board shall have the
power and it is hereby authorized to provide pursuant to the Bond Resolution, at one time
or from time to time in series, for the issuance of Bonds of the County payable from the
Limited Ad Valorem Tax as provided in the Bond Resolution for one or more of the
following purposes: (1) paying all or a part of the Cost of one or more Projects, (2)
refunding Bonds or refinancing other indebtedness of the County incurred to finance or
refinance Projects, (3) funding a debt service reserve account, (4) capitaliz.ing interest on
the Bonds, and (5) paying costs of issuance relating to the Bonds, The principal of and
interest on each series of Bonds shall be payable from the Limited Ad Valorem Tax, as
determined pursuant to the Bond Resolution. The County may secure each series of
Bonds with the Limited Ad Valorem Tax in the manner and to the extent provided in the
Bond Resolution. Such Limited Ad Valorem Tax shall immediately be subject to the
pledge granted in the Bond Resolution without any physical delivery thereof and such
pledge shall be valid and binding as against all parties having claims of any kind in tort,
contract or otherwise against the County.
(b) The Bonds of each series shall be dated, shall bear interest at such rate or
rates, shall mature at such time or times not exceeding the time periods allowed under the
Referendum Resolution, may be made redeemable before maturity, at the option of the
County, at such price or prices and under such terms and conditions, all as shall be
determined by the Board pursuant to the Bond Resolution, The Board shalJ determine the
form of the Bonds, the manner of executing such Bonds, and shaH fix the denomination
or denominations of such Bonds and the place or places of payment of the principal and
interest, which may be at any bank or trust company within or without the State of
Florida, In case any officer whose signature or a facsimile of whose signature shall
appear on any Bonds shall cease to be such officer before the delivery of such Bonds,
such signature or such facsimile shall nevertheless be valid and sufficient for all purposes
the same as if he or she had remained in office until such delivery, The Board may sell
such Bonds in such manner and for such price as it may determine to be in the best
interests of the County in 3ccord3nce with the terms of the Bond Resolution, In addition
to the Limited Ad Valorem Tax, the Bonds may be secured by such credit enhancement
as the Board determines to be appropriate pursuant to the Bond Resolution, The Bonds
may be issued as capi131 appreciation bonds, current interest bonds, term bonds, serial
bonds, variable rate bonds or any combination thereof, all as shall be determined pursuant
to the Bond Resolution,
(c) Prior to the preparation of definitive Bonds of any series, the Board may,
lindeI' like restrictions, isslIe interim receipts, interim certificates or temporary Bonds
exchangeable for definitive Bonds when such Bonds h3ve heen executed and are
:1V<lilable for delivery, The Board may also provide for the replacement of any Bonds
which shall become mutilated, or be destroyed or lost. Bonds may be issued without any
other proceedings or the happening of uny other conditions or things than those
proceedings, conditions or things which are specifically required by this Ordinance,
(d) The proceeds of any series of Bonds shall be used for such purposes, and
shall be disbursed in such manner und under such restrictions, if any, as the Board may
provide pursuant to the Bond Resolution,
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(e) The Bond Resolution may also contain slIch limitations upon the issllance
of additional Bonds as the Board may deem proper. and slIch additional Bonds sh:J1I be
iss\K'd \lllder Slll'h restrictiolls ~111l1 lil1lilali\llls ~IS 111;1)' he prcsniheu hy slIch Bond
3
gesolulion, The Bond Resolulion may contain such provisions and lerms relating to the
Bonds and Limited Ad Valorem Tax as shall nOI be inconsistent herewith.
"'---
SECTION 4. LIMITED GENERAL OBLIGA nONS OF THE
COUNTY. The faith, credit and taxing power of the County shall be pledged for the full
and prompt payment of the principal of and interest on the Bonds; provided, that such
pledge is a limited obligation of the County which shall not exceed one quarter (114) of
one miJl of ad valorem taxes. A direct annual tax not in excess of one quarter (1/4) of
one miJl shall be levied upon all taxable property of the County to make such payments.
No Holder or Holders of the Bonds shall ever have the right to compel the full faith,
credit and taxing power of the County in amount greater than the Limited Ad Valorem
Tax, Provision shall be included and made in the annual budget and tax levy for the levy
of the Limited Ad Valorem Tax hereinbefore provided, Whenever the County shall, in
any fiscal year, have irrevocably deposited in th.e sinking fund established under the Bond
Resolution any moneys derived from sources other than the aforementioned Limited Ad
Valorem Tax, said Limited Ad Valorem Tax may be correspondingly diminished; but any
such diminution must leave available an amount of such Limited Ad Valorem Tax, after
allowance for anticipated delinquencies in collection, fully sufficient, with such moneys
so deposited from other sources, to aSSllre the prompt payment of principal, interest and
other related charges falling due prior to the time that the proceeds of the next annual
Limited Ad Valorem Tax levy will be available, Such Limited Ad Valorem Tax shall be
levied and collected at the same time, and in the same manner, as other ad valorem taxes
of the County are assessed, levled and collected,
SECTION 5. TRUST FUNDS. All moneys received pursuant to the
authority of this Ordinance, whether as proceeds from the sale of Bonds or the Limited
Ad Valorem Tax, shall be deemed to be trust funds, to be held and applied solely as
provided in this Ordinance and in the Bond Resolution. Such Limited Ad Valorem Tax
may be invested by the County, or its designee, in such manner as provided in the Bond
Resolution.
SECTION 6. REMEDIES OF BONDHOLDERS. Any holder of Bonds,
except to the extent the rights herein given may be restricted by the Bond Resolution,
may. either at law or in equity, by suit, action, mandamus or other proceeding, protect
and enfon:e any and all rights under the laws of the State of Florida or granted hereunder
or under such resolution, and may enforce and compel the performance of all duties
required by this part, or by such resolution, to be performed by the County or the Board
or by any officer thereof.
SECTION 7. ALTERNATIVE METHOD. This Ordinance shull be
deemed to provide an additional ami alternative method for the doing of the things
authorized hereby and shall he regarded as suppJemenwl and additional to powers
conferred by other laws, and shall not be regarded as in derogation of any powers now
existing or which may hereafter come into existence, This Ordinance, being necessary
for the welfare of the inhabitants of the County, shaIl be liberally construed to effect the
purposes hereof.
SECTION 8. SEVERABILITY. If any section, paragraph, clause or
provision of this Ordinance shall be held to be invalid for any reason, such invalidity
shall not effect the validity or enforcement of any of the remaining provisions hereof.
This Ordinance shall take precedence over and sllpersede any other ordinance or
resolution of the County to the extent of any conflict or inconsistency therewith.
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SECTION 9. EFFECTIVE DATE. A certified copy of this Ordinance
shall be filed in the Department of State by the Clerk within len days after enactment by
the Board and shall take effect upon filing,
4
PASSED AND DULY ADOPTED by the Board of County Commissioners of Collier
County, Florida, this 14th day of December, 2004. ,
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., ','
,. .... ".
'.... . I,
,
, ,
A TIEST: ,
Dwight E: Br.o~:k:,,'1:'LERK
,',,~l'fJlD,1fl'qJ "".
/";~~~' ';'::~:i::,~~:~'" '\ i~",
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY. FLORIDA
BY {/t. ~
Donn iar.~ctrAI A --
Approved as to form and legal sufficiency:
,/?M tJ fl4
Michael W, Pettit
Chief Assistant County Attorney
.:>tate of FLORIPt\
County of COLUIR
I HEREBY CERTlFYTHAT......1Ll f '\
correct copy 01 a document.... II '
Board MInutes and RlCOrdsofOallllr~
WITNESS my hpnd and offICfail.... _ (
...JtJ!!:1 day of ~h1.JJ(Jri f.4I:Jlf '
DWIGHT~. BROCK, ClERK OF. .
BI" +M)a.~ .... ,.~
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COLLIEH COUNTY, FLORIDA
LIMITED GENERAL
OBLIGATION BOND RESOLVTION
(Conservation Collier Program)
ADOPTED DECEMBER 14.2004
o EFINITI ONS........ ..... .......... ......... ........... ............... ................................ 2
AUTHORITY FOR RESOLUTION ...................................................... 9
RESOLUTION TO CONSTITUTE CONTRACT ..............................9
FIN DIN G S ............. ......... .......... ........... ................ ....................... .............. 9
AUTHORlZA TION OF THE 2005A PROJECT AND THE
REFINANCING OF THE PRIOR NOTE..................................... II
ARTICLE II
AUTHORIZA nON, TERMS, SALE, EXECUTION AND REGISTRA TION OF
BONDS
SECTION 2.0]. AUTHORIZA nON OF BONDS ......................................................... 12
SECTION 2.02. AUTHORIZA nON AND rESCRlPTION OF THE SERlES
2005A BONDS; A WARD OF THE SERlES 2005A
BONDS; NO REDEMPTION FOR SERlES 2005A
BON 0 S .............................. ....... ............... .......................................... 12
APPLICATION OF BOND PROCEEDS ........................................... 14
EXECUTION OF BONDS ................................................................... 14
AUTHENTICATION ............................................................................ 15
TEMPO RAR Y BONDS.. ..... .................................... ....... ....... ....... ........ 1 5
BONDS MUTILATED, DESTROYED, STOLEN OR LOST........ 15
INTERCHANGEABILITY, NEGOTIABILITY AND
TRANS FER........ .............. ........... ............ ..................... ........ ............ 16
SECTION 2.09. FULL BOOK ENTRY FOR SERIES 2005A BONDS .....................17
SECTION 2.] O. FORM OF BONDS................................................................................ 19
ARTICLE III
REDEMPTION OF BONDS
PRI VI LEGE OF REDEMPTION ................................... ...................... 26
SELECTION OF BONDS TO BE REDEEMED .............................. 26
NOTI CE OF RED EMPTION ..................... ....... ................ ................... 26
REDEMPTION OF PORTIONS OF BONDS ...................................28
PA YMENT OF REDEEMED BONDS............................................... 28
ARTICLE IV
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
SECTION --LO 1. LIMITED GENERAL OBLIGATIONS OF THE ISSUER ............. 29
SEen ON 4.02. PROJECT FUN D ........................ "'_ ......... ........... ................................... 2 9
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SECTION 1 0 I.
SECTION 1.02.
SECTION 1.03.
SECTION] .04.
SECTION 1.05
SECTION 2.03.
SECTION 2.04.
SECTION 2.05.
SECTION ]()6
SECTION 2.07
SECTION 2.0R.
SECTION 3.0 I.
SECTION 3.02.
SECTION 3.03.
SECTION 3.04.
SECTION 3.05.
TABLE OF CONTENTS
ARTICLE I
GENERAL
CREATION OF SINKING FUND: .'\PPUC.\TIO>'; OF
LIMITED AD V ALORE?'v1 TAX... ....... . .....d... .....
REBA TE FUND........................... .................. . ..........d. . ...... 31
INVESTMENTS................................................ ...... ........,........ . ......32
SEPARA YE ACCOUNTS ................................ ................... ......... 32
ARTICLE V
ADDITIONAL BONDS AND COVENANTS OF ISSUER
SECTION 5.01 ISSUANCE OF ADDITIONAL BONDS..................... .33
SECTION 5.02. BOOKS AND RECORDS ............................... ... ............................34
SECTION 5.03. NO IMP AIRMENT......................................... ............ ................. .....34
SECTION 5.04. FEDERAL INCOME TAX COVENANTS...................... ........34
ARTICLE VI
DEF AUL TS AND REMEDIES
EVENTS OF OEF AUL T....... .............................. ................. .......36
REI\.1EDIES. ..... .......... .......... ............ ................................. ........... .........36
DIRECTIONS TO RECEIVER AS TO REMEDIAL
P ROC EED IN G S ........................................... .................................... 3 7
RErvlEDIES CUMULATIVE .................... ...................................... 3 7
WAIVER OF DEFAUL T..................................... ... .........................37
APPLICATION OF MONEYS AFTER DEfAULT.........................37
CONTROL BY CREDIT FACILITY PROVIDER........................... 3 8
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT ....................................................40
SECTION 7.02. SliPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
AND CREDIT FACILITY PROVIDER'S CONSENT............... 41
AMENDMENT WITH CONSENT OF CREDIT FACILITY'
PROVI DER ONL Y.... ... .... .... ........ ..... ............ . ............ .............. ...... 42
SECTION -4 OJ
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SECTION 4.04.
SECTION 4.05.
SECTION 4.06.
SECTION 601.
SECTION 6.02.
SECTION 6.03
SECTION 6.04.
SECTION 6.05.
SECTION 6.06.
SECTION 6.07
SECTION 7.03
.._ JO
ARTICLE VIII
PROVISIONS RELATING TO THE BOND INSURA.NCE pouey lx-NO INSCRER
FOR THE SERIES 2005A BONDS
SECTION S.Ol
SECTION 8.02.
SECTION 90\
i\'1UNICIPAL BOND INSURANCE ............................... .......43
PROVISIONS RELATING TO BO!'\D INSUR.r\.\iCE
POll CY.... .............. ................................... .... ................................43
ARTICLE IX
DEFEASANCE
DEFEASANCE ...................................... ................................. -~9
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ARTICLE X
PROVfSIONS RELATING TO SERlES 2005A BONDS
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SECTION 100 I. OFFICIAL NOnCE OF SALE............................................................ 5 J
SECTION 10.02. PRELlIvHNAR Y OFFICfAL STATEMENT; OFFICIAL
S T A TEMENT .... ............... ......... ...... .......... ......... .............................. 5 I
SECTION 10.03. APPOINTMENT OF PA YING AGENT AND REGISTRAR......... 52
SECTION 10.04. SECONDARY MARKET DISCLOSURE .........................................52
ARTICLE XI
MISCELLANEOUS
SECTION 11.0 1. CAPITAL APPRECIATION BONDS ................................................ 53
SECTION 11.02. SALE OF BONDS .................................................................................53
SECTION 11.03. GENERAL AUTHORlTY .................................................................... 53
SECTION] 1.04. SEVERABILITY OF INVALID PROVISIONS ...............................53
SECTION 11.05. REPEAL OF INCONSISTENT RESOLUTIONS ............................. 54
SECTION 11.06. EFFECTIVE DATE ............................................................................... 54
EXHIBIT A -
EXHIBIT B -
EXHIBIT C -
EXHIBIT 0 -
EXI-tIB IT E -
GENERAL DESCRIPTION OF THE 2005A PROJECT
FORM OF OFFICIAL NOTICE OF SALE
FORM OF PRELIMINARY OFFICIAL STATEMENT
FORM OF CONTINUING DISCLOSURE CERTIFICATE
GENERAL OESCRlPTION OF THE PRlOR PROJECT
III
RESOLVTION NO. 383
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A RESOLl:nON OF THE BOARD OF COlT?'\TY COf\.I\lISSION ERS
OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSU/-\.NCE
OF NOT EXCEEDING $75.000,000 IN AGGREGATE PRINCIP.-\L
A../\'10UNT OF COLLIER COUNTY~ FLORlOA Lll'vIITED GENER..'-\L
OBUGA TION BONDS (CONSERVATION COLLIER PROGRAMl.
SERIES :2005.A., TO FINANCE THE ACQUISITION OF CERTAf:-:
ENVIRONrv'fENT ALL Y SENSITIVE LANDS WITHIN THE COUNTY:
PROVIDING FOR THE ISSUANCE OF ADDITIONAL LIMITED
GENERAL OBLIGATION BONDS FROM TIME TO TIME FOR THE
PRINCIPAL PURPOSE OF FINANCING THE ACQUISITION OF
OTHER ENVIRONMENT ALL Y SENSITIVE LANDS WITHIN THE
COUNTY; PROVIDING FOR THE PA YMENT OF SAID BONDS
FROM AD VALOREM TAXA TrON LEVIED IN AN AIvl0UNT WHICH
SHALL NOT EXCEED ONE-QUARTER OF ONE MILL ON ALL
TAXABLE PROPERTY IN THE COUNTY; f'v1AKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH~
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH
BONDS: .c\UTHORlZING THE A WARDING OF SAID SERlES 2005:'\
BONDS PlRSUANT TO A PUBLIC BID: DELEGA TI0JG CERTAIN
AUTHORITY TO THE CHAIR FOR THE A WARD OF THE SERIES
2005/\ BONDS AND THE APPROVAL OF THE TERt\1S AND
DETAILS OF SAID SERIES 2005A BONDS; AUTHORIZING THE
PUBUC..\TrON OF A NOTICE OF SALE FOR THE SERIES 2005A
BONDS OR A SUMMARY THEREOF; APPOINTING THE PAYING
AGENT AND REGISTRAR FOR SAID SERIES 2005A BONDS:
AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OITICIAL ST A TDvIENT WITH RESPECT TO THE SERIES
2005A BO\iDS: AUTHORIZING THE EXECUTION AND DELIVERY
OF A CO\!TlNUING DISCLOSURE CERTIFICATE \VITH RESPECT
TO THE SERIES 2005A BONDS: AUTHORlZING iVIUNICIPAL BOND
INSURANCE FOR THE SEREIS :2005A BONDS; AND PROVIDING AN
EfFECTIVE DATE.
BE IT RESOL VED BY THE BOARD OF COUNTY COM~IISSI0NERS OF
COLLIER COV;\TY, FLORIDA:
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ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution., the following
terms shall have the following meanings, unless the context clearly otherwise requires:
"Accreted Value" shall mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to he principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued
on such Capital Appreciation Bond from the date of delivery to the original purchasers
thereof to the Interest Date next preceding the date of computation, or the date of
computation if an Interest Date, such interest to accrue at a rate not exceeding the legal
rate, compounded semiannually, plus, with respect to matters related to the payment upon
redemption or acceleration of the Capital Appreciation Bonds, if such date of
computation shall not be an Interest Date, a portion of the difference between the
Accreted Valuc :1S of the immediately preceding Interest Date and the Accreted Value as
of the immediately succeeding Interest Date, calculated based on the assumption that
Accreted Value accrues during any semi-annual period in equal daily amounts on the
baSIS of a 360-cby year.
"Act" shull mean Chapter 125, Florida Statutes, Article VII, Section 12 of the
Florida Constitution, the Ordinance, and other applicable provisions of law.
"Additional Bonds" shall mean the obligations issued at any time under the
pro\ isions 0 r Section 5.0] hereof on a parity with the Series 2005A Bonds.
"Amortization Installment" shall mean an amount designated as such by, or
pro\icled for plllSllant to, this Resolution or Supplemental Resolution of the Issuer and
estabJished with respect to the Term Bonds.
"Annual Debt Service" shall mean, at any time, the aggregate amount in the then
cllrrent Fiscal Ye8r of (1) interest required to be paid on the Outstanding Bonds during
stich Fiscal Year. except to the extent that such interest is to be paid from deposits in the
Sinking Fund or Project Fund from Bond proceeds for such purpose, (2) principal of
Outstanding Serial Bonds maturing in such Fiscal Year, and (3) the Amortization
InSl,:dlments with respect to slIch Fiscal Year. For purposes of this definition, all amounts
payable on a Capital Appreciation Bond shall be considered a principal payment due in
the :. ear or its maturity or datt: of redemption by Amortization Installment.
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"Authorized Investments" shall mean any investments or obligations !n \\.Iw,:h
the Issuer may invest its funds under applicable law and the internal investment policy of
the Issuer, as such policy may be amended and supplemented 1'1'0111 ume to time.
"Authorized Issuer Officer" shall mean the Chair, the County Manager. the
Clerk Dr their designee(s), and when used in reference to any act or document also means
any other person authorized by ordinance or resolution of the Issuer to perform such act
or sign such document.
"no~lrd" shall mean the Board of County Commissioners of Collier County.
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson. P.i\. or any other
attornev at law or firm of attorne'vs. of nationallv reco~nizecl standin!! in matters
, .. ' ,,-- .....
pertaining to the federal tax exemption of interest on obligmiolls Issued hy states and
political subdivisions. and duly admitted to practice law before the highest coun of .:10:-
state of the United States of America.
"Bond Insurance Policy" shall mean a municipal bonJ insurance policy or
fin;:ll1cial guaranty insurance poticy issued by an Insurer insuring the payment. when due.
of th~ principal of Jnd interest on a Series of Bonds as provided therein. With respect to
[he Senes 2005/\. Bonds, "Bond Insurance Policy" shall mean the financial guar~nty
insur,:1I1cc policy issued by Ambac Assurance Corporation insuring the payment of the
principal of and interest on the Series 2005A Bonds as provided th~rein.
"Bondholder" or "Holder" or "holder of Bonds" or .::my similar term. when
used \\lith 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 IssLler.
"Bonds" shallmeal1 the Series 2005:-'\ Bonds. together \\irh :In)' Additional Bonds
issLled pursUJnllO this Resolution.
"Capital Appreciation nonds" shall mean those Bonds. if any. so designated or
pnwided for by Supplemental Resolution of the Issuer, which may be either Serial Bonds
or Term Bonds and which shall bear interest payable at maturity ur redemption.
"Chair" shall mean the Chair of the Board of County CL)mmissioners of the
Issue-I' and such other person as may be duly authorized to Jct on his or her behalf.
"Continuing Disclosure Certificate" shall mean the Cuntinuing. DisclosllJC
Ceniticate to be executed by the Issuer on or prior to the cbte of issuance of the Series
2005.'\ Bonds, the substantial form of which is attached herelo as E:..J1Ibit D.
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"Countv Manaocr" shall mean the County Manager of the Tssuer and such other
. '"
person as may be duly authorized 10 act on his or her behalf.
"Cieri,," shall mean the Clerk of the Circuit Court of Collier County, Florida and
Ex- Officio Clerk to the Board, and such other person as may be duly authorized to act on
his or her behalf.
"Code" shall mean the Tnternal Revenue Code of 1986, as amended, and the
regulations and rules promulgated thereunder.
"Cost" when used in connection with a Project and permitted by the Act, shall
mean (I) the Issuer's cost of physical construction; (2) costs of acquisition by or for the
Issuer of such Project or any portion thereof; (3) any costs of land and interests therein
and the costs of the Issuer incidental to such acquisition (including, without limitation,
title insurance <.lnd related costs and costs associated with the examination, survey and
any remediation required with respect to such land); (4) the cost of any indemnity and
surety bonds and premiums for insurance during construction; (5) all interest due to be
paid on the Bonds and other obligations relating to the Project during the period of
construction of the Project and a reasonable period subsequent to completion of
construction as the Issuer shall determine; (6) engineering, architectural, legal, financial
advisory and other consultant fees and expenses; (7) costs and expenses of the financing
incurred for the Project, including fees and expenses of any Paying Agent, Registrar,
Credit Facility Provider or depository; (8) payments, when due (whether at the maturity
of principal or the due date of interest or upon redemption) on any interim or temporary
indebtedness of the Issuer incurred for the Project; (9) costs of machinery, equipment,
technology, supplies, spare parts, furniture and any other items required by the Issuer for
the' commencement of operation of the Project; and (10) any other costs properly
attributable to such construction or acquisition or to the issuance of the Bonds which
tinance the Project. as determined by generally accepted accounting principles, and shall
include reimbursement to the Issuer for any such items of Cost paid by the Issuer prior to
the Issuance of the Bonds or other obligations issued to finance the Project.
"Credit Facility" shall mean as to any particular Series of Bonds, a Bond
Insurance Policy, a letter of credit a line of credit or another credit or liquidity
enhancement facility, as approved herein or in the Supplemental Resolution providing for
the issLlance of sLlch Series of Bonds
"Credit Facility Provider" shall mean an Insurer, bank or other financial
instItution issuing n Credit Facility for a particular Series of Bonds.
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"Fedcr:1! Securities" shall mean and include nn) of the: foilo\\ing secunriL's. If
and ro the extent the same are at the time legal for investmelll of funds of the Issue:- under
the la\vs of the state of Florida:
(J) any bonds or other obligations which as to principal and interest constiture
direct obligations of. or are unconditionally guaranteed by, the United States of Americ3.
includi ng obligations of any federal agency or corporation \\;/1ich has been or may
hereafter be created pursuant to an act of Congress as an agency or Instrumentality of the
United States of America to the extent unconditionallv "uaranteed bv the United States of
.; - -'
America or any other evidences of an ownership interest in obligations or in specified
portions thereof (which may consist of specified portions of the interest thereon) of the
character described in this clause (1); and
(2) any bonds or other obligations of any state of the United States of America
or of any agency, instrumentality or local governmental unit of any such state (3) which
are noL c~lllabJe at the option of the obligor prior to maturity or as to which irrevocable
instructions have been given to the trustee of such bonds or other obligations by the
obligor to give due notice of redemption and to call such bonds for redemption on the
date or dates specified in such instructions. (b) which are fully secured as to principal :J.nd
interest nnd redemption premium, if any. by a fund consisting only of cash or bonds or
other obligations of the character described in clause (1) hereof which fund may be
applied only 10 the payment of such principal of and interest [ll1d redemption premium. if
any. on such bonds or other obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to sLlch irrevocable instructions. as
appropriate. and (c) as to which the principal of and interest on the bonds and obligations
of the character descnbed in clause (1) hereof \lv'hich have been deposited in such fund
along with any cash on deposit in such fund is sufficient to pay principal of and interest
and redemption premium, if any. on the bonds or other obligations described in this
d:.lllSe (2) on the maturity date or dates thereof or on the redemption date or dates
specified in the ilTc\'ocable instructions referred 10 in subclause (a) of this clause (2), as
appropriate: provided. however, such bonds or obligations must be approved by the
[ns\.lrer that then insures the Bonds proposed to be defeased but only if such Insurer is not
in default with respect to its payment obligations under the applicable Bond Insurance
Poticy.
"Fin.lncc Commission" sh311 mean the Florida Locol Government Finance
Commission. the currel1l holder of the Prior Note.
"Financial Advisor" shallmcan Public Financl::\1 Management. Inc. or such other
tinanclal J,dvisory tirrn of nationally recognized standing in matk'rs pertaining to debt
obligmions Issued by states and political subdivisions.
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"Fiscal Yell 1''' shall mean the period commencing on October I of each year and
continuing throud1 the next succeeding September 30, or such other period as may be
~ -
prescribed by law.
"Insure,-" shal1 mean Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance company, with respect to the Series 2005A Bonds and, with respect to
any other Series of Bonds, the Credit Facility Provider, if any, issuing a Bond Insurance
Policy with respect to such Series of Bonds.
"Interest Date" or "interest payment date" shaIJ be such date or dates for the
payment of interest on the Bonds as provided pursuant to Sections 2.01 or 2.02 hereof.
"Issuer" or "County" shall mean Collier County, Florida, a political subdivision
of the State of Florida.
"Limited Ad Valorem Tax" the ad valorem tax levied on all taxable property
within the County in an amount not to exceed one-quarter (1/4) of one mill to pay the
Annual Debt Service on the Bonds as approved by the qualified ejectors of the Issuer
voting in the November 5, 2002 bond referendum election.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of
the Annual Debt Service becoming due in any Fiscal Year in which Bonds are
Outstanding, excluding all Fiscal Years which shall have ended prior to the Fiscal Year in
which the Maximum Annual Debt Service shall at any time be computed.
"J\:[aximum Interest Rate" shall mean, with respect to any particular Variable
Rate Bonds, a numerical rate of interest, which shall be set forth or provided for in the
Supplemental Resolution of the Issuer delineating the details of such Bonds, that shall be
the 111a\:iIllUIll rate of interest such Bonds may at any particular time bear in the future in
accord:mcc with the terms of such Supplemental Resolution.
"Official Notice of Sale" shaJl mean the Official Notice of Sale as described in
Section 10.01 hereof. the form of which is attached hereto as Exhibit B.
"Official Statement" shall mean the Official Statement to be used in cormection
with the issuance of the Series 2005A Bonds that shall be substantially in the form of the
Preliminary Official Statement and which shalJ contain the financial terms and details of
the Series 2005A Bonds.
"Ordinance" shall mean the ordinance enacted by the Board on the date hereof
authorizing the issu;.ll1ce of Bonds from time to time, as the same may be amended or
supplemented frOll1lime to time.
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"Outstnnding" when used \.vith reference to the Bonds and as of any partleLlla\'
date, shall describe all of the Bonds theretofore and thereupon being authenticated and
delivered except. (1) any Bond in lieu of which another Bond or Bonds have been issued
to replace lost. mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder
thereof in exchange for another Bond or Bonds under Sections '}..07 and ~.08 hereof.
(3) Bonds deemed to have been paid pursuant to Section 9.01 hereof. and (4) Bonds
cancelled after purchase in the open market or because of payment at maturity or upon
redemption.
"Paying Agent" shall mean for each Series of Bonds, the paying agent appointed
by the Issuer for such Series of Bonds and its successors and assigns. if any. With respect
to the Series 2005A Bonds. "Paying Agent" shall mean U.S. Bank Nationnl AssociatIon.
Fort Lauderdale. Florida.
"Person" shall mean an individual, a corporation. a partnership. an association. a
joint stock company, a trust, any unincorporated organization or governmental entity.
"Pnliminary Official Statement" shall mean the Preliminary Official Statement
to be used in connection with the marketing and sale of the Series 200SA Bonds, the form
of which is attached hereto as Exhibit C.
"p,'iar Note" shall mean the Collier County, Florida Revenue Note, Draw No. A-
30- J. dated as of August 15, 2004, issued to the Finance Commission in the aggregate
principal amount of 521,200,000, all of \.V'hieh is currently outstanding.
"Prior Project" shuU mean the 3cquisition of the environmentally sensitive lands
generally described in Exhibit E attached hereto and more specifically described in the
pJnns <1nd speeificnions on file with the Issuer. which acquisition was financed \vith
proceeds of the Prior Note.
"Project" shall mean the 2005.'\ Project and the acquisition. construction and/or
equipping of such udditional capital improvements, properties and facilities and other
activities or items chat are subsequently approved by the Issuer and which may be
lawfully financed with Bonds pursuant to the Act.
"Project Fund" shnll menn Collier COllnt\', FlOrIda Limited General Obligation
. ~
Bonds (Consef\Jtion Collier Progr8m) Project FlUld established pursu:lnt to Section 4.01
hereof.
"Rebate Fund" shall mean Collier County, Florida limited General Obl!gJtJOn
Bonds ~Conser\'atiol1 Collier Program) Rebate Fund establish~d pursu~lI1t to Section -,U)..+
hereof.
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7
'""'I.~ "Redemption Price" shall mean, with respect to any Bond or portion thereof, the
princIpal amount or portion thereof, pIlls the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond, this Resolution or a Supplemental Resolution.
"Referendum ResoJution" shall mean Resolution No. 2002-265, adopted by the
Board on June 11,2002.
"Resolution" shall mean this Limited General Obligation Bond Resolution
(Conservation Collier Program), as the same may from time to time be amended,
modified or supplemented by Supplemental Resolution.
"Registrar" shall mean for each Series of Bonds, any registrar appointed by the
Issuer for such Series of Bonds and its successors and assigns, if any. With respect to the
Series 2005A Bonds, "Registrar" shall mean shall mean U.S. Bank National Association,
Fort Lauderdale, Florida.
"Serial Bonds II shall mean all of the Bonds other than Term Bonds.
"Series" shall mean all the Bonds delivered on original issuance in a simultaneous
transaction and identified pursuant to Sections 2.0 I and 2.02 hereof or a Supplemental
Resolution authorizjng the issuance by the Issuer as a separate Series, regardless of
variations in maturity, interest rate, amortization installments or other provisions.
"Series 2005A Bonds" shall mean Collier County, Florida Limited General
Obligation Bonds (Conservation Collier Program), Series 2005A, authorized and issued
pursuant to Section 2.02 of this Resolution.
"Sinking Fun d" shall mean Collier County, Florida Limited General Obligation
Bonds (Conservation Collier Program) Sinking Fund established pursuant to Section 4.03
hereo f.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the
terms of Article VII hereof.
"T~lxablc Bonus" shall mean any Bonds which state, in the body thereof, that the
interest income thereon is includable in the gross income of the Holder thereof for federal
income taxation purposes or that such interest is subject to federal income taxation.
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8
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"Term Bonds" shall mean Bonds which shall be desIgnated c'\S or authorized to he
Term Bonds by this Resolution or Supplemental Resolution of rhi;' issuer and which urc
subject to mandatory redemption by Amortization Installment.
"200SA Project" shall mean the acquisition of the cn\lfonmentaily sensiti\'e
lands generally described in Exhibit A attached hereto and more :::pecifically described in
the plans and specifications on file with the Issuer.
"Variable Rate Bonds" shall mean Bonds issued with a variable, adjustc:lble.
convertible or other similar rate \vhich is not fixed in percentage for the entire term
thereof at the date of issue.
The terms "herein," "hereunder," "hereby," "hereto," "hereof" and any similar
terms, shall refer to this Resolution: the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean Jhe:- 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.
SECTrON 1.02. AUTHORITY FOR RESOLUTION. This Resolurion IS
adopted pursuant to the provisions of the Act
SECTION 1.03. RESOLUTION TO CONSTITliTE CONTRACT. In
consideration of the purchase and accept~mce of any or all of rhe Bonds by those who
shall hold the same ii'om time to time, tbe pro\'isions of this Rt:solution shall be a part of
the contract of the Issuer with the Holders of the Bonds and the Credit Facility Providers
Jnd shJl1 be deemed to be and shall constitute a contract between the Issuer and the
Holders from time ro time of the Bonds .:lI1d the Credit Facility Providers. The pledge
made in this Resolution and the provisions. -covenants Jnd agreements herein set forth to
be performed by or on behalf of the Issuer shall be for the equJI benefit protection and
security of the Holders of any and all of said Bonds and for the benefit. protection and
security of the Credir Facility Providers. All of the Bonds. regardless of the time or times
of their issuance or maturity. shall be of equal rank withour preference, priority or
distinction of any of the Bonds over any other rhereof except as c:\pressly provided in or
pursuanr to this Resolution.
SECTION 1.04.
declared:
FINDrNGS. It IS hereby asccrtZlined. determined and
(A) Pursuant to the Referendum Resolution. the ISSUer urdered the holding of J
bond referendum election to determine if the qUZllifiecl electors .Jf the Issuer \voldd
,
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approve the issuance of not exceeding $75,000,000 principal amount of limited general
obligation bonds payable from ad valorem tax to be levied in an amount not to exceed
one-quarter (1/4) of one mill on all taxable property within the Issuer for the principal
purpose of financing the acquisition of certain environmentally sensitive lands within the
Issuer in order to protect water resources, wildlife habitat and public open space suitable
for resource based recreation.
(B) On November 5, 2002, a bond referendum election was held and the
issuance of not exceeding $75,000,000 principal amount of limited general obligation
bonds payable from the Limited Ad Valorem Tax was approved by a majority of the
qualified electors of the Issuer voting in said referendum election.
(C) On August 25, 2004, the Issuer issued the Prior Note in the principal
amount of $21,200,000 in order to finance, on an interim basis, Costs of the Prior Project.
(0) It is in the best interests of the citizens and consistent with the goals and
purposes of "Conservation Collier" as described in the Referendum Resolution to have
acquired the Prior Project, as generally described in Exhibit E attached hereto, and to
acquire the 2005A Project, as generally described in Exhibit A attached hereto, and as
each is more particularly described in the plans and specifications related thereto which
are on file with the Issuer.
(E)
Acquiring the Prior Project and the 2005A Project shall protect water
wildlife habitat and/or public open space suitable for resource based
reso urces.
recreation.
(F) The Prior Note bears interest at a variable rate and was issued to finance
Costs of the Prior Project on an interim basis; in order to provide permanent financing
with respect to the Prior Project and to eliminate interest rate risk inherent with variable
rate debt obligations slIch as the Prior Note, it is now appropriate and in the Issuer's best
interest to refinance the Prior Note through the issuance of a longer term, fixed interest
rate obligation.
(G) The most efficient and cost effective method of financing Costs of the
2005A Project and refinancing the Prior Note is through the issuance of not exceeding
$75.000,000 aggregate principal amount of Collier County, Florida Limited General
Obligation Bonds (Conservation Collier Program), Series 2005A
(H) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Resolution. the 2005A Bonds shall be advertised for competitive bids pursuant to the
Ofticial Notice of Sale, the form of which is attached hereto as Exhibit B, or a summary
thereof.
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(I) Pursuant to the Official Notice of Sale, competitive bIds for the purchase of
the Senes 2005A Bonds received in accordance with the Offici.1] Notice of Sale on or
prior [0 10:00 a.I11., local time, on January 18, 2004 or such other date or time as is
determined by the Chair in accordance with the terms and provisions hereof and of the
Official Notice of Sale. shall be publicly opened and announced.
(1) Due to the present volatility and uncertainty of the market for tax-exempt
obligations such as the Series 2005A Bonds. it is desirable for the Issuer to be able to
advertise and award the Series 2005A Bonds at the most advantageous time and date
instead of restricting the sale and award to the date of a partlcular meeting of the Board:
and, accordingly, the Issuer hereby determines to relegate the advertising and av-.arding
of the Series 2005A Bonds to the Chair within the parameters described herein.
(K) It is necessary and appropriate that the Issuer determine certain parameters
for the terms and details of the Series 2005A Bonds and to delegate certain authority to
the Chair for the award of the Series 2005A Bonds and the Jpproval of the terms of the
Series 2005A Bonds in accordance with the provisions hereof ':ll1d of the Official Notice
of Sale.
(l) fn the event Bond Counsel shall determine that the Series 2005A Bonds
have not been mvarded competitively in accordance with the provisions of Section
118.385, Florida Statutes, the Issuer shall adopt such resolutions and make such findings
as shall be necessary to authorize and ratify a negotiated sale of the Series 2005A Bonds
in accordance with said Section 2] 8.385.
(M) The Costs associated with the retinancing of the Prior Note and the
acquisition of the 2005A Project shall be deemed to include legal expenses. underwriting
discounts. the premium for the Bond Insurance Policy. financial advisory fees, and such
other expenses as may be necessary or inCidental for the issuance of the Sereis 1005 A
Bonds herein authorized.
(N) It is necessnry nt this time that provision be made for the issuance of Bonds.
including the Series 20051\ Bonds. and for the lev)' and pledging of the Limited Ad
Valorem Tax to pay the same.
SECTION 1.0S. AUTHORIZATION OF THE 200SA PROJECT AND
THE HEFINANCING OF THE PRIOn NOTE. The Issuer hereby authorizes the
'2005A Project and the refinancing of the Prior Note.
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II
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ARTICLE II
AUTHORlZATION, TERMS, SALE, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution creates
an issue of Bonds of the Issuer to be designated as 'Collier County, Florida Limited
General Obligation Bonds (Conservation Collier Program) II which may be issued in one
or more Series as hereinafter provided. The aggregate principal amount of Bonds of all
Series which may be executed and delivered under this Resolution is not limited except
as is or may hereafter be provided in this Resolution or as limited by the Act.
The Bonds may. if and when authorized by the Issuer pursuant to this Resolution.,
be issued in one or more Series, with such further appropriate particular designations
<tdded to or incorporated in such title for the Bonds of any particular Series as the Issuer
may determine and as may be necessary to distinguish such Bonds from the Bonds of any
other Series. Each Bond shall bear upon its face the designation so determined for the
Series to which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such
. rale or rates not exceeding the maximum rate permitted by law; and shall be payable in
I a\'vtu I money of the United States of America on such dates; all as determined hereby
and by Supplemental Resolution.
The Bonds shall be issued in such denominations and such form, whether coupon
or registered; shall be dated such dates; shaJJ bear such numbers; shall be payable at such
place or places; shall be payable on such Interest Dates and principal payment dates; shall
contain such redemption provisions; shall have such Paying Agents and Registrars; shall
mature in such years and amounts; and the proceeds shall be used in such manner; all as
determined hereby and by Supplemental Resolution of the Issuer in accordance with the
provisions of the Act. The Issuer may issue Bonds which may be secured by a Credit
Facility all as shall be determined hereby or by Supplemental Resolution of the Issuer.
SECTION 2.02. AUTHORIZATION AND DESCRIPTION OF THE
SERIES 200SA BONDS; A WARD OF THE SERIES 2005A BONDS; NO
REDEMPTION FOR SERIES 2005A BONDS. (A) In accordance with the Act and
the terms of this Resolution. this Resolution hereby creates an issue of Bonds of the
Issuer to be designated as "Collier County, Florida Limited General Obligation Bonds
(Conservation Collier Program), Series 2005A" (or such other Series designation as the
Chair /l18Y determine) to be issued in the aggregate principal amolU1t of not exceeding
$75.000.000. The Series 2005A Bonds shall be issued for the principal purposes of
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12
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financl11g Costs oftlle :::005A Project. refinancing the PrIor Note. :1I1J paYlJ1g certain COStS
and e.'<penses incurred in connection with the issuance of the Seri~s 2005r\ Bonds. The
exact principal amount of the Series 2005A Bonds to be issued by the Issuer shall be
determined by the Chair in accordance \vith the Official Notice of Sale provided such
rrincip.::d amount does not exceed $75,000.000.
The Series 2005A Bonds shall be dated as of the date of their delivery (or such
other date as determined by the Chair), shall be issued in the form of fully registered
bonds in the denominations of $5,000 and any integral multiple thereof, and shal1 be
numbered consecutively from one upward in order of maturity preceded by the Jetter "R."
The Series 2005A Bonds shall bear interest computed on the basis of a 360-day year
consisting of twelve 30-day months. from their dated c1ate, payable semiannually, on
July 1 and January 1 of each year (each an "Interest Date"), commencing on July 1, 2005
(or such other date as determined by the Chair), at sLlch rates and maturing in such
amounts on January 1 of such years as shall be determined by the Chair, subject to the
conditions set forth in this Section 2.02 and the provisions of the Official Notice of Sale.
The final maturity orthe Series 2005A Bonds shall not be later than January L 2013. All
of the terms of tht: Series 2005A Bonds will be included in a certificate to be executed by
the Chair folJowing the award of the Series 2004 Bonds (the "A\\ard Certificate") and
shJll be set forth in the final OfficiJI Statement, JS deSCrIbed herein.
The principal of the Series 200SA Bonds is payable upon presentation and
surrender of the Series 200SA Bonds at the designated corporate frust office of the Paying
Agent. Interest payable on the Series 2005A Bonds on any Interest Date \vill be paid by
check or draft mailed to the Holder in whose name such Series 2005A Bond shall be
registered at the close of business on the date which shall be the fifteenth day (IA.'hether or
not J business day) of the calendar month next preceding such lmerest Date, or, at the
request of such Holder. by bank wire transfer for the :..lCcount of such Holder. All
payments of principal of and interest on the Series 200SA Bonds shall be payable in any
coin or currency of the United States of America which at the time of paymen1 is legal
tender for the payment of public and private debts.
(3) The Chair, on behalf of the Issuer and only in accordance with the terms
hereof and of the Otlicial Notice of Sale, shall award the Series 2005A Bonds to the
undenvriter or underwriters that submit a bid proposal which complies in all respects
Vvith this Resolution Jnd the Official Nl)tice of Sale Jnd otTers to purchase the Series
2005.'\ Bonds at the lo\vest true interest cost to the Issuer. as calculated by the Financial
/\d\'isor in accordance with the terms and provisions of the Official Notice of Sale:
provided. however. the Series 2005A Bonds 5h<1I1ll0t be awarded to any bidder unless the
lrue interest cost set forth in the wi.nning bid (as calculated by the FinJncial Advisor) is
13
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equal to or less than 6.00%. In accordance with the provisions of the Official Notice of
Sale. the Chair may, in his or her sole discretion, reject any and all bids.
(C) The Series 2005A Bonds shall not be subject to redemption prior to their
respective maturities.
SECTION 2.03, APPLICATION OF BOND PROCEEDS. (A) The
proceeds received from the sale of the Series 2005A Bonds shall be applied by the Issuer
simultaneously with the delivery of such Series 2005A Bonds to the purchaser or
purchasers thereof, as follows:
(i) A sufficient amount of the Series 2005A Bond proceeds shall be
deposited into the Project Fund and shall be used to pay to oosts of the 2005A
Project.
(ii) A sufficient amount of the Series 2005A Bonds shall be transferred
to the Finance Commission to pay the Prior Note in full.
(iii) A sufficient amount of the Series 2005A Bond proceeds shall be
applied to the payment for the premium for the Bond Insurance Policy.
(iv) A sufficient amount of the Series 2005A Bond proceeds shall be
held by the Issuer to pay costs and expenses associated with the issuance of the
Series 2005A Bonds.
(v) Any remaining amounts of the Series 2005A Bond proceeds shall be
deposited in the Sinking Fund and shall be used to pay interest becoming due on
the Series 200SA Bonds.
(B) The proceeds of any Series of Additional Bonds shall be applied by the
Issuer in accordance with the provisions of the Supplemental Resolution authorizing such
Series of Bonds.
SECTION 2.04. EXECUTION OF BONDS. The Bonds shall be executed in
the name of the Issuer with the manllal or facsimile signature of the Chair and the official
sea] of the Issuer shall be imprinted thereon, and attested with the manual or facsimile
signature of the Clerk. In case anyone or more of the officers who shall have signed or
sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to
be slIch 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
pro\'ided :md may be issued as if the person who signed or sealed such Bonds had not
ceaseJ to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by
such person \-vho at the actual time of the execution of such Bond shall hold the proper
'....~..-
14
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office of the Issuer. although at the date of such Bond such person may not have held
sllch 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 shail be actually sold and
ddivered.
SECTION 2.05. A UTHENTICA TION. No Bond shall be secured hereunder
or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless
there shall be manually mdorsed on such Bond a certificate of authentication by the
Registrar or such other entity as may be approved by the Issuer for such purpose. Such
certificate on any Bond shall be conclusive evidence thar such Bond has been duiy
authenticated and delivered under this Resolution. The form of such certificate shall he
substantially in the form provided in Section 2.10 hereof
SECTION 2.06. TEMPORARY BONDS. Until the definitive Bonds are
prepared, the Issuer may execute, in the same manner as is provided in Section 1.04
hereof, and deliver, upon authentication by the Registrar pursuant to Section 2.05 hereof.
in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions
as the definitive Bonds, except as to the denominations thereof one or more temporary
Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary
Bond or Bonds are issued, in denominations authorized by the Issuer by Supplemental
Resolution.. and with such omissions. insertions and variations as may be appropriate to
temporary Bonds. The Issuer, at its own expense, shall prepare and execute detinitive
Bonds. which shall be authenticated by the Registrar. Upon the surrender of such
temporary Bonds for exchange, the Registrar. without charge to the Holder thereof, shall
deliver in exchange therefor definitive Bonds, of the same aggregate principal amount
and maturity as the temporary Bonds surrendered. Until so exchanged. the temporary
Bonds shall in all respects be entitled to the same benefits and security as definitive
Bonds issued pursuant to this Resolution. :\Il temporary Bonds ~urrendered in exchange
for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith
cancelled by the Registrar.
SECTION 2.07. BONDS MlJTILA TED, 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 th~ Registrm shall authenticate. a nevv
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 indell1l11ty and complYing WITh such other re2sonJble regulations and
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15
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conditions as the Issuer or the Registrar may prescribe and paying such expenses as the
Issuer and the Registrar may incur. All Bonds so surrendered or otherwise substituted
shall be cancelled by the Registrar. If any of the Bonds shall have matured or be about to
mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the
Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or
destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute
original contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be
entitled to equal and proportionate benefits and rights provided hereunder to the same
extent as all other Bonds issued hereunder.
SECTION 2.08. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or
his attorney duly authorized in writing, may, at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of registered Bonds of the same
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial
Code of the State of Florida, subject to the provisions for registration and transfer
contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain
Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for
the registration and transfer of the Bonds.
..
The transfer of any Bond shall be registered only upon the books of the Issuer, at
the office of the Registrar, under such reasonable regulations as the Issuer may prescribe,
by the Holder thereof in person or by his attorney duly authorized in writing upon
surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed and guaranteed by the Holder or his duly authorized attorney.
Upon the registration or transfer of any such Bond, the Issuer shall issue, and cause to be
authenticated. in the name of the transferee a new Bond or Bonds of the same aggregate
principal amollnt and maturity as the surrendered Bond. The Issuer, the Registrar and any
Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name
any Outstanding Bond shall be registered upon the books of the Issuer as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of
receiving payment of. or on account of, the principal and interest on such Bond and for
all other purposes. and all sLlch 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
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16
'-.. 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 Jny notice to the contrary.
The Registrar, in any case Mere it is not also the Paying Agent with respect to the
Bonds, forthwith (A) following the fifteenth day prior to an Interest Date for the Bonds.
and (B) at any other time as reasonably requested by the Paying Agent, certify and
furnish to the Paying Agent the names, addresses and holdings of the Bondholders and
any other relevant information reflected in the registration books. Any Paying Agent of
any fully registered Bond shall effect payment of interest on such Bonds by mailing a
check to the Holder entitled thereto or may, in lieu thereof, upon the request and at the
expense of such Holder, transmit such payment by bank wire transfer for the account of
such Holder.
In all cases in which the privilege of exchanging Bonds or the transfer of Bonds
shall be registered, the Issuer shall execute and the Registrar shall authenticate and
deliver such Bonds in accordance with the provisions of this Resolution. Execution of
Bonds by the Chair and Clerk for purposes of exchanging, replacing or registering the
transfer of Bonds may occur at the time of the original delivery of the Bonds. A1J Bonds
surrendered in any such exchanges or registration of transfer shall be held by the
Registrar for safekeeping until directed by the Issuer to be cancelled by the Registrar. For
every such exchange or registration of transfer, the I SSLler or the Registrar may make :l
charge sufficient 10 reimburse it for any tax, fee. expense or other governmental charge
required to be paid with respect to such exchange or registration of transfer. The fssuer
and the Registrar shall not be obligated to make any stich exchange or transfer of the
Bonds during the period commencing on the fifteenth day of the month immediately
preceding an Interest Date on the Bonds and ending on such Interest Date, or, in the case
of ::my proposed redemption of Bonds of such Series, then, for the Bonds subject to
redemption, during the 15 days next preceding the date of the lirst mailing of notice of
such redemption and continuing until such redemption date.
The Issuer may elect to issue any Bonds as uncl?rtiticated registered public
obligations (not represented by instruments), commonly known as book-entry
obligations, provided it shall establish a system of registration therefor by Supplemental
Resolution. In accordance with Section 2.09 hereof. the Issuer elects to initially provide
for a book entry only system of registration for the Series :::005A Bonds.
SECTION 2.09. FULL BOOK ENTRY FOR SERIES 200SA BONDS.
Notwithstanding the provisions set forth in Section 2.08 hereof. the Series 2005A Bonds
shall be initially issued in the form of a separate Sll1gJe certificated fully registered Bond
for each of the maturities of the Series 2005A Bonds Upon inlIial issuance. the
o\\nership of each such Bond shall be registered in the regisnatlon books kepI by the
Registrar in the name of Cede & Co.. as nominee \)f The Depository Trust, Company
'''-..-'
17
'-..- COTe"). All of the Outstanding Series 2005A Bonds shall be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTe.
As long as the Series 2005A Bonds shall be registered in the name of Cede & Co., all
payments of principal on the Series 2005A Bonds shall be made by the Paying Agent by
check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2005A
Bonds, upon presentation of the Series 2005A Bonds to be paid, to the Paying Agent.
With respect to the Series 2005A Bonds registered in the registration books kept
by the Registrar in the name of Cede & Co., as nominee of OTC, the Isster, the Registrar
and the Paying Agent shall have no responsibility or obligation to any direct or indirect
participant in the OTC book-entry program (the "Participants"). Without limiting the
immediately preceding sentence, the Issuer, the Registrar and he Paying Agent shall
have no responsibility or obligation with respect to (A) the accuracy of the records of
DTC, Cede & Co. or any Participant ".,'ith respect to any ownership interest on the Series
2005:\ Bonds, (B) the delivery to any Participant or any other Person other than a
Bondholder, as shown in the registration books kept by the Registrar, of any notice with
respect to the Series 2005A Bonds, or (C) the payment to any Participant or any other
Person, other than a Bondholder, as shown in the registration books kept by the Registrar,
of any amollnt with respect to principal of or interest on the Series 2005A Bonds. The
Issuer. the Registrar and the Paying Agent shall treat and consider the Person in whose
name each Series 2005A Bond is registered in the registration books kept by the Registrar
as the Holder and absolute owner of such Bond for the purpose of payment of principal
and interest with respect to such Bond, for the purpose of giving notices and other matters
v"ith respect to such Bond, for the p..1rpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of
and interest on the Series 200SA Bonds only to or upon the order of the respective
Holders, as shown in the registration books kept by the Registrar, or their respective
attorneys duly authorized in writing, as provided herein and all such payments shall be
valid and effective to fully satisfy and discharge the Issuer's obligations with respect to
payment of principal and interest on the Series 2005A Bonds to the extent of the sum or
sums so paid. No Person other than a Holder, as shown in the registration books kept by
the RegIstrar, shall receive (] certificated Bond evidencing the obligation of the Issuer to
make payments of principal and interest pursuant to the provisions of this Resolution.
Upon delivery by DTC to the Issuer of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in Section 2.08 with respect to transfers during the 15 days next preceding an
Interest Date, the words "Cede & Co." shall refer to such new nominee of OTC; and upon
receipt of such notice, the Issuer shall promptly deliver a copy of the same to the
Registrar and the Paying Agent.
"-.-
18
",-. Upon (A) receipt by the Issuer of written notice from DTe (i) to the dfecT lhal .1
continuation of the requirement that al1 of the Outstc:Jnding Series ~OOSA Bonds be
registered in the registration books kept by the Registrar in the name of Cede & CO.. J.S
nominee of DTC, is not in the best interest of the beneficia! owners of the Series 2005/\
Boncb or (ii) to the effect that DYC 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 funclions upon reasonable and
customary terms, or (B) determination by the Issuer that sllch book-entry only system is
burdensome or undesirable to the Issuer and complianc e by the Issuer with all then
applicable rules and procedures of DYC, the Series 2005A Bonds shall no longer be
restricted to being registered in the registration books kept by the Registrar in the name of
Cede & Co., as nominee of DTC, but may be registered in whatever name or names
Holders shall designate, in accordance with the provisions of this Resolution. In such
event, the Issuer shall issue, and the Registrar shall authenticClte. trClnsfer Clnd exchange
the Series 2005A Bonds of like principal amount and maturity, in denominations of
$5,000 or any integral multiple thereof to the Holders thereDf. 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 DYC shall apply to the payment of principal of
and interest on the Series 200SA Bonds.
SECTION 2.10. FORM OF BONDS. The text of the Bonds, except for
Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be
provided by Supplemental Resolution of the Issuer, shall be in substantially the following
form with such omissions, insertions and variations as may be necessary and/or desirable
and approved by the Chair or the Oerk prior to the issuance thereof (which necessity
and/or desirability and approval shall be presumed by such officer's execution of the
Bonds and the Issuer's delivery of the Bonds to the purchaser or purchasers thereot):
[Remainder of page intentionally left blanK]
'-
19
'-.-.
No. R-
$
UNITED STATES OF AMERICA
COLLIER COUNTY, FLORIDA
LIMITED GENERAL OBLIGATION BOND
(CONSERV A TION COLLIER PROGRAM),
SERIES
Interest
Rate
Maturity
Date
Date of
Original Issue
CUSIP
%
,20
Registered I.folder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a
political subdivision of the State of Florida (the "Issuer"), for value received, hereby
promises to pay to the Registered Holder identified above, or registered assigns as
hereinafter provided. on the Maturity Date identified above, the Principal Amount
identified above and to pay interest on such Principal Amount from the Date of Original
Issue identified above or from the most recent interest payment date to which interest has
been paid at the Interest Rate per annum identified above on 1 and I
of each year. commencing I, , until such Principal Amount shall
have been paid.
Such Principal Amount and interest on this Bond are payable in any coin or
currency of the United States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and private debts. Such Principal
Amount is II1yable at the designated corporate trust office of , as Paying
Agent. Payment of each installment of interest shall be made to the person in whose name
this Bond shall be registered on the registration books of the Issuer maintained by
(the "Registrar"), at the cJose of business on the fifteenth day (whether or
nor a business day) of the calendar month next preceding each interest payment date and
shall be paid by a check or draft of such Paying Agent mailed to such Registered Holder
at the Jddress appearing on such registration books or, at the wrinen request of such
............
20
"'--- Regist(;reJ Holder. by bank wire trnnsfer to an account of sllch Holder designJted in such
wrnten request.
This Bond is one of an authorized issue of Bonds in the aggregate principal
amount of $ (the "Bonds") of like date, tenor LlI1d effecl. except as to number.
rn2.turity, interest rate and redemption provisions, issued to finance (or refinance] the
acquisition of certain environmentally sensitive lands within the County, as more
particularly described in the hereinafter defined Resolution. and in full compliance with
the Constitution and Statutes of the State of Florida, including panicularly Chapter ]25.
Florida Statutes, Article VII, Section] 2 of the Florida Constitution. Ordinance No. _'
enacted by the Board of County Commissioners of the County (the "Board") on
December 14, 2004, as it may be amended or supplemented from time to time. the
Referendum Resolution (as defined in the Resolution) and Resolution No. _ of Collier
County, Florida duly adopted by the Board on December 14,2004 (the "Resolution') as
it may be amended or supplemented from time to time, and is subject to all the terms and
conditions of such Resolution.
In accordance with the terms of the Resolution, the IssLler has made a limited
pledge of its faith. credit and taxing power for the full and prompt payment of the
principal of and interest on the Bonds. A direct annual tax shall be levied, not in excess
ofon~ quarter (1/4) of one milL upon all taxable property within the Issuer to make such
p<J)'mems. ProvisIOn shall be included and made in the annu<J1 budget and tax levy for the
levy of sLlch taxes, which tax shall be levied and collected at the same time. and in the
same manner, 3S othe r :Id valorem taxes of the Issuer are assessed, levied and collected.
Reference to the Resolution is hereby mode for a description of the funds charged
with Jnd pledged to the payment of the principal of and interest on the Bonds. the nature
and extent of the security for the payment of the Bonds. a statement of the rights, duties
and obligations of the Issuer, the rights of the Holders of the Bonds. to all the provisions
of which Resolution the holder hereof by the acceptance of this Bond assents.
It is hereby certitied 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 ha\'t~ been performed in regular and due form and time as required by
the lavvs and Constitution of the State of Florida applicable thereto. ~md that the issuance
of the Bonds of this issue does not violate any constitutional. statutory, or charter
limitation or provision. and that provision has been made for the collection of a drecr
annual tax, without limitation, on all propeny in the Issuer taxable for such purpose
sufficient to pay and discharge the principal hereof at maturity.
The Issuer has established a book-entry system of registration for the Bonds
exc:eot as specificall~ provided othef\vise in the Resolutllln. dn agent ""ill hold this BonG
'-"
21
"-'~ on behalf of the beneficial O\\iner hereof. By acceptance of a confirmation of purchase,
delivery or transfer, the beneficial owner of this Bond shaJJ be deemed to have agreed to
such arrangement.
The transfer of this Bond is registrable by the Bondholder hereof in person or by
his attorney or legal representative at the designated corporate trust office of the Registrar
but only in the maru1er and subject to the conditions provided in the Resolution and upon
surrender and cance!lation of this Bond.
[Insert redemption provisions, if any.]
This Bond shall not be valid or become obligatory for any purpose or be entitled to
any benefit or security under the Resolution until it shall have been authenticated by the
execution by the Registrar of the certificate of authentication endorsed hereon.
IN WITNESS \VHEREOF, Collier County, Florida has issued this Bond and has
caused the same to be signed by the Chair of its Board of County Commissioners and
attested to by the Clerk of the Circuit Court for Collier County, Florida and Ex-Officio
Clerk of the Board of County Commissioners and its official seal or a facsimile of thereof
to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the _
day of
COLLIER COUNTY, FLORIDA
(SEAL)
By:
Chair, Board of County Commissioners
ATTESTED:
Clerk, Circuit Court for Collier County,
Florida and Ex-Officio Clerk of the
Board of County Commissioners
'-'
22
"--,
"-'
CERTIFICATE OF AUTHENTICATJON
This Bond is one of the Bonds issued under the provisions of the within-
mentioned Resolution.
, as Registrar
Date of Authentication:
By:
Authorized Signatory
,'"
.:...J
"'-./ Unkss 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, PLEOGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
(Please insert Social Security or other identifying number of assignee)
the attached Bond of Collier County, Florida, and
does hereby constitute and appoint
attorney, to transfer the said Bond on the books kept for registration thereof, with full
power of substitution in the premises.
Date:
Signature Guaranteed by:
NOTICE: Signature must be guaranteed by
an institution \vhich is a participant in the
Securities Transfer Agent Medallion
Program (ST AtvIP) 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 Securi ty or
other identifying number of such assignee
must be supplied.
~
24
"-....""
The following abbreviations, v,.hen used in the inscription on [he face of the \\'ithin
Bond. shall be construed as though they were written out in full Dccording to appJic8b!;:
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.
"'-./
.., -
-)
'"'-'"
ARTICLEIII
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this
Article III shall apply to redemption of Bonds other than Capital Appreciation Bonds or
Variable Rate Bonds. The terms and provisions relating to redemption of Capital
Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental
Resol ution.
(B) The Series 2005A Bonds shall not be subject to redemption pnor to
maturity.
(C) Additional Bonds shall be subject to redemption in accordance with and as
provided in the terms of the Supplemental Resolution setting forth the details of such
Additional Bonds.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The
Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The Issuer shall, at least forty-five (45) days prior to the redemption
date (unless a shorter timeperiod is satisfactory to the Registrar, but in no event less !han
thirty-tive (35) days) notify the Registrar of such redemption date and of the principal
amount of Bonds to be redeemed. For purposes of any redemption of less than all of the
Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be
redeemed shall be selected not more than forty-five (45) days and not less than thirty-five
(35) days prior to the redemption date by the Registrar from the Outstanding Bonds of the
maturity or maturities designated by the Issuer or by such method as the Registrar shall
deem bir and appropriate and which may provide for the selection for redemption of
Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the
Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the principal
amount thereof to be redeemed.
SECTION 3.03. NOTICE OF REDEMPTION, Notice of such redemption,
which shall speci fy the Bond or Bonds (or portions thereof) to be redeemed and the date
and place for redemption. shall be given by the Registrar on behalf of the Issuer, and (A)
shall be filed with the Paying Agent of such Bonds and (B) shall be mailed first class,
postage prepaid, at least thirty (30) days prior to the redemption date to all Holders of
"-~
26
------
Bonds to be redeemed at their addresses as they appear on the regJstLJtlon books kept b:-
the Registrar as of the date of mailing of such notice. Failure to mail notice to the Holders
of the Bonds to be redeemed, or any defect therein, shall not affect the proceedings for
redemption of Bonds as to which no such failure or defect has occurred. Failure of Jny
Holder to receive any notice mailed as herein provided shall not affect the proceedings
for redemption of such Holder's Bonds.
Each notice of redemption shall state: (I) the CUSIP numbers of all Bonds being
redeemed, (2) the original issue date of such Bonds, (3) the maturity date and rate of
interest borne by each Bond being redeemed, (4) the redemption date, (5) the Redemption
Price, (6) the date on which such notice is mailed, (7) if less than all Outstanding Bonds
are to be redeemed, the certiticate 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 redec:med 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 <lnd be payable. (9) that the Bonds to be redeemed, whether <.IS a whole or in part.
are to be surrendered for payment of the Redemption Price at the designated office of the
Paying Agent at an address specified, and (10) unless sufficient funds have been set aside
by the Issuer for such purpose prior to the mailing of the notice of redemption, that such
redemption is conditioned upon the deposit of suffLcient funds for such purpose on or
prior to the date set for redemption; and provided, further, that such notice and the
redemption set forth therein may be subject to the satisfaction of one or more additional
conditions set forth therein.
Within sixty (60) days of the date of redemption, the Registrar shall give a second
notice of redemption by mailing another copy of the redemption notice to the registered
Holders of Bonds called for redemption but which have not been presented for payment
within thirty (30) days after the date set for redemption; provided. however, the failure to
provide such further notice of redemption or to comply \vith 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.
1n addition to [he mailing of the notice described above. ~ach notice of redemption
and payment of the redemption price shall meet the following requirement; provided.
however. the failure to provide sllch further notice of redemption or to comply \vith the
terms of this paragraph shall not in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as prescribed above:
Each further notice of redemption shall be sent by certified mail or
overnight deli vcry service or telecopy to all registered securities depositories then
\..........
27
-~
in the business of holding substantial amounts of obligations of types comprising
the Bonds (such depositories now being The Depository Trust Company, New
York New York and Midwest Securities Trust Company, Chicago, Illinois) and to
tvv'o or more national information services which disseminate notices of
prepayment or redemption of obligations such as the Bonds (such information
services now being Financial Jnfonnation, Inc.'s "Daily Called Bond Service,"
Jersey City, New Jerse)i, Kenny Infonnation Services "Called Bond Service," New
York, New York, Moody's "Municipal and Government," New York, New York
and Standard & Poor's "Called Bond Record," New York, New York).
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond
which is to be redeemed only in part shall be surrendered at any place of payment
specified in the notice of redemption (with due endorsement by, or written instrument of
transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
or Bonds, of the same interest rate and maturity, and of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of
redemption having been given substantially as aforesaid, the Bonds or portions of Bonds
so to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Issuer shall
default in the payment of the Redemption Price) such Bonds or portions of Bonds shall
cease to bear interest. Upon surrender of such Bonds for redemption in accordance with
said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the
appropriate Redemption Price, plus accrued interest. Each check or other transfer of
funds issued by the Paying Agent to pay the Redemption Price of Bonds being redeemed
shall bear the CUSIP number or numbers of such Bonds and identify the payments
applicnb!c to each CUSIP number. All Bonds which have been redeemed shall be
cancelled by the Registrar and shall not be reissued.
[Remainder of page intentionally left blank]
,-'
28
'-.-
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICA TION THEREOF
SECTION 4.01. LIMITED GENERAL OBLIGATIONS OF THE
ISSUER The faith, credit and taxing power of the Issuer shall be and are hereby
pledged for the full and jIompt payment of the principal of and interest on the Bonds.
provided, that such pledge is a limited obligation of the Issuer which shall not exceed one
quarter (1/4) of one mill of ad valorem taxes. A direct annual tax not in excess of one
quarter (1/4) of one mill shall be levied upon all taxable property within the Issuer to
make such payments. No Holder or Holders of the Bonds shall ever have the right to
compel the full faith, credit and taxing power of the Issuer in amount greater than the
Limited Ad Valorem Tax. Provision shall be included and made in the annual budget and
tax levy for the levy of the Limited Ad Valorem Tax hereinbefore provided.
Notwithstanding any other provision of this Resolution, in determining the amount of the
Limited Ad Valorem Tax to be levied for a particular Fiscal Year to pay debt service on
the Bonds, the Issuer shall levy, at a minimum, an amount that assumes that the
percentage of Limited Ad Valorem Tax that will be collected in such Fiscal Year will be
no higher than the percentage of Limited Ad Valorem Tax collected for the immediately
preceding Fiscal Year. Whenever the Issuer shall, in any Fiscal Year. have irrevocably
deposited in the Sinking Fund any moneys derived from sources other than the
aforementioned Limited Ad VaIorem Tax, said Limited Ad Valorem Tax may be
correspondingly diminished: but any such diminution must leave available an amount of
such Limited Ad Valorem Tax, after allowance for anticipated delinquencies in
collection, fully sufficient, with such moneys so deposited from other sources, to assure
the prompt payment of principal, interest and other related charges falling due prior to the
time that the proceeds of the next annual Limited Ad Valorem Tax levy will be available.
Such Limited Ad Valorem Tax shall be levied and collected at the same time, and in the
same manner, as other ad valorem taxes of the Issuer are assessed. levied and coJ/ecred.
The limited Ad Valorem Tax shall be levied and collected in accordance with all
applicable law, including, hit not limited to, the Referendum Resolution. The Issuer
hereby irrevocably pledges such Limited Ad Valorem Tax to the payment of the Bonds.
SECTION 4.02. PROJECT FUND. The Issuer co"'enants and agrees to
establish a special fund to be kno\vn as the "Collier County. Florida Limited General
Obligation Bonds (Conservation Collier Program) Project Fund," which' shall be used
only for payment of the COStS of Projects. Moneys in the Project Fund.. until applied to
p<ryment of any item of the Costs of a Project in the manner herein;.tfter provided. shall be
",-'
29
"'-./ held in [rust by the Issuer and shall be subject to a lien and charge in favor of the Holders
of the Bonds and for the further security of such Holders.
The Issuer shall establish within the Project Fund a separate account for each
Project (including the 200SA Project), the Costs of which are to be paid in whole or in
part out of the Project Fund.
The Issuer covenants that the acquIsitIOn, construction and equipping of each
Project will be completed without delay and in accordance with sound engineering
practices. The Issuer shall only make disbursements or payments from the applicable
account of the Project Fund to pay Costs of the Project for which such account was
established, except as provided below with respect to any surplus proceeds in a particular
account. The Issuer shall keep records of such disbursements and payments and shall
retain all such records for such periods of time as is required by applicable law.
Notwithstanding any of the other provisions of this Section 4.02, to the extent that
other moneys are not available therefor, amounts in an account of the Project Fund shall
be applied to the payment of principal and interest on the Series of Bonds for which such
account was established or to reimburse a Credit Facility Provider for the payment of
such principal and interest.
The date of completion of acquisition, construction and equipping of a Project
shaii be filed by the Clerk with the Issuer. Promptly after the date of the completion of a
Project, LInd after paying or making provisions for the payment of all unpaid items of the
Costs of such Project, the Issuer shall apply any balance of moneys remaining in the
Project Fund in the following order of priority: (A) deposit such balance to any other
accOWH established in the Project Fund for which the Clerk certifies that there are
insufficient moneys to pay the Costs of the Project for which such account was
established, (B) deposit such balance to such other fund or account established hereunder
as shall be determined by the Issuer; provided the Issuer has received an opinion of Bond
Counse I to the effect that such transfer shall not adversely affect the exclusion, if any, of
interest on the Bonds (other than Taxable Bonds) from gross income for pUI'JDses of
federal income taxation, and (C) apply such balance for any other lawful purpose;
provided the Issuer has received an opinion of Bond Counsel to the effect that such
application shall not adversely affect the exclusion, if any, of interest on the Bonds (other
than Taxable Bonds) from gross income for purp:>ses of federal income taxation
SECTION 4.03. CREATION OF SINKING FUND; APPLICATION OF
LIMITED AD VALOREM TAX. (A) There is hereby created the "Collier County,
Florida Limited General Obligation Bonds (Conservation Collier Program) Sinking
Fund" which shall be held in trust [or the benefit of the Bondholders. There is hereby
ordered levied upon all the property taxable for such purpose within the Issuer, the
"--'
30
......- Limited Ad Valorem Tax in an amount sufficient to produce amounts to pay the
principal, interest, charges of the Paying Agents and Registr.J.fs. and any other amounts
that are properly due and owing with respect to the repayment of the Bonds: provided.
however that in no event shall the levy of the Limited Ad Valorem Tax be in excess of
, .
one-quarter (1/4) of one mill on all taxable property within the lssller. The Limited Ad
Valorem Tax levied pursuant to this Resolution as collected shall be paid over for deposit
into the Sinking Fund.
(B) Money in tre Sinking Fund shall be used solely for the purpose of paying
the Annual Debt Service on the Bonds coming due (whether by maturity, scheduled
mandatory redemption or otherwise).
Moneys in the Sinking Fund shalt be disbursed for (i) the payment of the interest
on the Bonds secured hereby as such interest falls due, (ii) the payment of the principal of
the Bonds secured hereby at their respective maturities, (iii) the payment of the
Redemption Price of Bonds being redeemed: (iv) the purchase of Bonds in the cpen
market. provided. however, the price paid shall not exceed the principal amount plus
accrued interest; and (v) the payment of the necessary charges for paying Bonds and
interest thereon.
(C) At least one business day prior to the date establtshed for payment of any
principal of or interest on the Bonds, the Issuer shall withdraw from the Sinking Fund
sufficient moneys to pay such principal or interest and deposit such moneys with the
Paying Agent. Such deposits with the Paying Agent shall be made in moreys available to
make payments of the principal of and interest on the Bonds as the same becomes due.
SECTION 4.04. REBATE FUND. Amounts on deposit in the Rebate Fund
shall be held in trust by the Issuer and llsed solely to make required rebates to the United
Slates (except to the extent the same may be transferred to the Issuer) and the
Bondholders shall have no right to have the same applied for debt service on the Bonds.
If the rebate requirements of Section 148(f) of the Code Jre l1pplicable, the fssuer agrees
to undertake all actions required of it in its arbitrage certificate related to the Bonds,
including, but not limited to:
(A) making a determination in accordance with the Code of the amount
required to be deposited in the Rebate Fund:
(B) depositing the amount determined 111 claus~ (A) c1bove into the Rebate
Fund;
(C) paying on the dates nnd in the manner required by the Code to the United
States Treasury from the Rebate Fund and any other legally available moneys of the
............
31
'...v" Issuer such amounts as shall be required by the Code to be rebated to the United States
Treasury; and
CD) keeping such records of the determinations made pursuant to this Section
4.04 as shall be required by the Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate may be amended
without the consent of any Holder or the Credit Facility Provider from time to time as
shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the
Code.
SECTION 4.05. INVESTMENTS. Moneys on deposit in the Project Fund
and the Sinking Fund shall be continuously secured in the manner by which the deposit
of public funds are authorized to be secured by the laws of the State. Moneys on deposit
in the Project Fund and the Sinking Fund may be invested and reinvested in Authorized
Investments maturing not later than the date on which the moneys therein will be needed
for the purposes of such Funds. All investments shall be valued at market at least
annually. Any and all income received by the Issuer from the investment of moneys in
the Project Fund and the Sinking Fund shall be retained in such respective Fund. Nothing
contained in this Resolution shall prevent any Authorized Investments acquired as
investments of or security for funds held under this Resolution from being issued or held
in book-entry form on the books of the Department of the Treasury of the United States.
SECTION 4.06. SEPARATE ACCOUNTS. The moneys required to be
accounted for in each of the foregoing funds and accounts established herein may be
deposited in a single, non-exclusive bank account, and funds allocated to the various
funds and accounts established herein may be invested in a common investment pool,
provided that adequate accounting records are maintained to reflect and control the
restricted allocation of the moneys on deposit therein and such investments for the
various purposes of such funds, accounts and subaccounts as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely
independent, self-balancing funds as such term is commonly defined and used in
governmental accounting, but rather is intended solely to constitute an earmarking of
certain revenues for certain purposes and to establish certain priorities for application of
such revenues as herein provided.
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ARTICLE V
ADDITIONAL BONDS AND COVENANTS OF ISSUER
SECTION 5.01. ISSUANCE OF ADDITIONAL BONDS. (A) No
Additional Bonds, payable from the Limited Ad Valorem Tax shall be issued except upon
the conditions and in the manner herein provided. The Issuer may issue one or more
Series of Additional Bonds for anyone or more of the follov.'ing purposes: financing or
refinancing the Costs of a Project, or the completion thereof, or refunding any or all
Outstanding Bonds or refunding any other indebtedness of the Issuer that may lawfully
be refunded with proceeds of Bonds.
(8) No such Additional Bonds shall be issued unless:
(i) no Event of Default (as specified in Section 60 I hereof) shall have
occurred and be continuing hereunder, and
(ii) an Authorized Issuer Officer certifies that the amount of Limited Ad
Valorem Tax which would have been collected by the Issuer in the Fiscal Year
immediately preceding the Fiscal Year in which the Additional Bonds are
proposed to be issued had the full one-quarter (1/4) of one mill been levied, is at
least equal to 1.00 times the Maximum Annual Debt Service of the proposed
Additional Bonds and any Bonds that shall be Outstanding at the time of issuance
of such Additional Bonds.
(C) For the purpose of determining the Maximum Annual Debt Service under
this Section 5 0 I, the interest rate on additional parity Vnriable Rate Bonds then proposed
to be issued shall be deemed to be the Bond Buyer Rnenue Bond Index most recently
published prior to the sale of such Additional Bonds.
(D) For the purpose of determining the Maximum Annual Debt Service under
this Section 5.0 I, the interest rate on Outstanding Varinble Rate Bonds shall be deemed
to be (i) if such Variable Rate Bonds have been Outstanding for at least 12 months prior
to the dale of sale of such Additional Bonds, the higher of (a) the actual rate of interest
borne by such Variable Rate Bonds on the date of sale, and (b) the average interest rate
borne by such Variable Rate Bonds during the 12-month period P'eceding the dale of
sale, or (ii) if such Variable Rate Bonds have not been Outstanding for at least 12 months
prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of
interest borne by the Variable Rate Bonds on the date of sale. and (b) the Bond Buyer
Revenue Bond Index most recently published prior to tb~ sale of sllch Additional Bonds.
'-.-'
..,...,
.)j
"'-/ (E) Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
provisions of this Resolution (except as to details of such Additional Bonds inconsistent
therewith) shaH be for the equal benefit, protection and security of the Holders of all
Bonds issued pursuant to this Resolution.
(F) In the event any Additional Bonds are issued for the purpose of refunding
any Bonds then Outstanding, the conditions of Section 5.01(B) hereof shall not apply,
provided that the issuance of such Additional Bonds shall result in a reduction of
aggregate debt service.
(G) The Issuer agrees that at the time of issuing any Variable Rate Bonds it
shall establish the Maximum Interest Rate with respect thereto and a Maximum Interest
Rate with respect to amounts owed to the Credit Facility Provider which provides
liquidity for such Bonds. Any Credit Facility Provider which provides a Credit Facility
for liquidity purposes must be rated in one of the two highest short-term rating categories
assigned by each rating agency rating the Bonds secured by such Credit Facility.
SECTION 5.02. BOOKS AND RECORDS. The Issuer will keep books and
records of the receipt of the Limited Ad Valorem Tax in accordance with generally
accepted accounting principles, and any Credit Facility Provider, or Holder or Holders of
at least $1,000,000 aggregate principal amount of Bonds shall have the right at all
reasonable times to inspect the records, accounts and data of the Issuer relating thereto.
SECTION 5.03. NO IMPAIRMENT. The pledging of the Limited Ad
Valorem Tax in the manner provided herein shall not be subject to repeal, modification or
impairment by any subsequent ordinance, resolution, agreement or other proceedings of
the Issuer.
SECTION 5.04. FEDERAL INCOME TAX COVENANTS. (A) The Issuer
covenants with the Holders of the Bonds (other than Taxable Bonds) that it shall not use
the proceeds of the Bonds in any manner which would cause the interest on the Bonds to
be or become incl udable in gross income for purposes of federal income taxation.
(B) The Issuer covenants with the Holders of the Bonds (other than Taxable
Bonds) that neither the Issuer nor any Person under its control or direction will make any
use of the proceeds of the Bonds (or amounts deemed to be proceeds under the Code) in
any manner which would cause the Bonds to be "arbitrage bonds" within the meaning of
the Code and neither the Issuer nor any other Person shall do any act or fail to do any act
which \,,'ould cause the interest on the Bonds to become includable in gross income for
purposes of federal income taxation.
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(C) The Issuer hereby covenants with the Holders of the Bonds (other than
Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain
the exclusion of interest on the Bonds from gross income for purposes of federal income
taxation, including, in particular, the payment of any amount required to be rebated to the
U.S. Treasury pursuant to the Code.
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35
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEF AUL T. The following events shall each
constitute an "Event of Default":
(A) Default shall be made in the payment of the principal of or interest on any
Bond when due. In determining whether a payment default has occurred, no effect shall
be given to payment made under a Bond Insurance Policy.
. (B) There shall occur the dissolution or liquidation of the Issuer, or the filing by
the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any
act of bankruptcy, or adjudication of the Issuer as bankrupt, or assignment by the Issuer
for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by
the Issuer into an agreement of composition with its creditors, or the approval by a court
of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its
reorganization instituted under the provisions of the Federal Bankruptcy Code, as
amended, or under any similar act in any jurisdiction which may now be in effect or
hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of
the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for a
period of thirty (30) days after written notice of such default shall have been received
from the Holders of not less than twenty-five percent (25%) of the aggregate principal
amount of the Outstanding Bonds or any Insurer. Notwithstanding the foregoing, the
Issuer shall not be deemed in default hereunder if such default can be cured within a
reasonable period of time and if the ssuer in good faith institutes curative action and
diligently pursues such action until the default has been corrected.
SECTION 6.02. REMEDIES. Any Holder of the Bonds or any trustee or
receiver acting for such Bondholders may either at law or in equity, by suit, action,
mandamus or other proceedings in any court of competent jurisdiction, protect and
enforce any and all rights under the laws of the State of Florida, or granted and contained
in this Resolution., and may enforce and compel the performance of all duties required by
this Resolution or by any applicable statutes to be performed by the Issuer or by any
officer thereof; provided, however, that no Holder, Credit Facility Provider, trustee,
receiver or other person shall have the right to declare the Bonds immediately due and
payable.
".......'
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"'-.,
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five per cent (25%) of the Bonds then Outstanding may by a duly executed
certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this
Resolution with authority to represent such Bondholders in any legal proceedings for the
enforcement and protection of the rights of such Bondholders and such certificate shall be
executed by such Bondholders or their duly authorized attorneys or representatives, and
shall be filed in the office of the Clerk. Notice of such appointment, together with
evidence of the requisite signatures of the Holders of not less than twenty-five percent
(25%) in aggregate principal amount of Bonds Outstanding and the trust instrument under
which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee
and notice of appointment shall promptly be given to all Holders of Bonds by first class
mail, postage prepaid. After the appointment of the first trustee hereu'nder, no further
trustees may be appointed; however, the holders of a majority in aggregate principal
amount of all the Bonds then Outstanding may remove the trustee initially appointed and
appoint a successor and subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO RECEIVER AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding (or the Credit Facility Provider for any Series of Outstanding Bonds) have
the right, by an instrument or concurrent instruments in writing executed and delivered to
any receiver, to direct the method and place of conducting all remedial proceedings to be
taken by any receiver hereunder, provided that such direction shall not be otherwse than
in accordance with law or the provisions hereof, and that the trustee shall have the right
to decline to follow any such direction which in the opinion of such receiver would be
unjustly prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred
upon or reserved to the Bondholders is intended to be exclusive of any other remedy or
remedies, and each and every such remedy shall be cumulative, and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.
SECTION 6.05. WAIVER OF DEFAVL T. No delay or omISSIon of any
Bondholder to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default, or an
acquiescence therein; and every power and remedy given by this Section 6.05 to the
Bondholders may be exercised from time to time, and as often as may be deemed
expedient. No Event of Default may be waived without the consent of each Credit
Facility Provider, which has honored all its obligations under its Credit Facility.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an
Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or
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37
',,-/' receiver appointed for the purpose shall ~\pply all Limited Ad Valorem Tax JS 10\/0\\5
and in the follo\ving order:
(A) To the payment of the reasonable and proper charges. expenses and
Jiabilities of the trustee or receiver, Registrar and Paying Agent hereunder: and
(B) To the payment of the interest and principal then due on the Bonds
(provided such payments are made in accordance with applicable law), as follows:
(1) Unless the principal of all the Bonds shall have become due and
payable, all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all
installments of interest then due, in the order of the maturity of such
installments, and, if the amount availablt: 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 ~ntjtled thereto, without
any discrimination or preference; and
SECOND: to the payment to the Persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due at
maturity in the order of their due dates. \'vith 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 clue on such date, and then
to the payment of such principal. ratably according to the amount of such
principal due on such date, to the Persons entitled thereto without any
discrimination or preference.
(2) If the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied tirst. to payment of any unfunded rebatabk
arbitrage, and second, to the payment of the principal and interest then due und
unpaid upon the Bonds, with interest thereon as aforesaid. \vithout preference or
priority of principal over interest or of interest over principal, or of any installment
of interest ove r any other installment of interest. or of any Bond over any other
Bond. ratably, according to the umounts due respectively for principal and interest.
to the Persons entitled thereto v...ithout any discrimination or preference.
SECTION 6.07. CONTROL BY CREDIT FACILITY PROVIDER. To the
t:'\tent ~1 Credit Facility Provider makes any payment of princip.1i of or interest on Bonds
in accordance with its Credit Facility, such Credit Facility Pro\ider shall become
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38
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'-'
subrogated to the rights of the recipients of such payments in accordance with the terms
of its Credit Facility. Upon the occurrence and continuance of an Event of Default, a
Credit Facility Pro\ider of a Series of Bonds, if such Credit Facility Provider shall not be
in payment default under its Credit Facility, shall be deemed to be the sole owner of such
Bonds for purposes of (A) directing and controlling the enforcement of all rights and
remedies with respect to such Series of Bonds, including any waiver of an Event of
Default and removal of any trustee, and (B) exercising any voting right or privilege or
giving any consent or direction or taking any other action that the Holders of such Bonds
are entitled to take pursuant to this Article VI hereof. No provision expressly recognizing
or granting rights in or to a Credit Facility Provider shall be modified without the consent
of such Credit Facility Provider. A Credit Facility Provider's rights under this Section
6.07 shall be suspended during any period in which such Credit Facility Provider is in
default in its payment obligations under its Credit Facility (except to the extent of
amounts previously paid by such Credit Facility Provider and due and owing to such
Credit Facility Provider) and shall be of no force or effect if its Credit Facility is no
ionger in effect or if the Credit Facility Provider asserts that its Credit Facility is not in
effect or if the Credit Facility Provider waives such rights in writing. The rights granted
to a Credit Facility Provider under this Section 6.07 are granted in consideration of such
Credit Facility Provider issuing its Credit Facility. The Issuer shall provide each Credit
Facility Provider immediate notice of any Event of Default described in Section 6.01 (A)
hereof and notice of any other Event of Default occurring hereunder within five days of
the occurrence thereof. Each Credit Facility Provider of any Bonds hereunder shall be
considered a third- party beneficiary to this Resolution with respect to such Bonds.
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SVPPLEJ\.lENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and 3t any time. may
adopt such Supplemental Resolutions without the consent of the Bondholders (which
Supplemental Resolution shall thereafter form a part hereot) for any' of the following
purposes:
(A) To cure any ambiguity or formal defect or 0l111SSJOn 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.
povvers, authority or security that may lawfully be granted \0 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 3greements thereafter to be observed by the Issuer or to surrender
any right or power herein reserved to or conferred upon the Issuer.
(E) To specify and determine any matters an~ things relative to such Bonds
which are not contrary' to or inconsistent \vith this ResolutIon as theretofore in effect. or
to amend, modify or rescind any SLlch authorization. specification or determination at any
time prior to the first delivery of such Bonds.
(F) To specify and determine the matters and things referred to in Sections
2.01, 2.02, 2.10 or 5.01 hereof. and also any other n"l1ttcrs Jnd things relative to such
Bonds \vhich 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 uny time prior to the first delivery of such Bonds.
(G) To authorize Additional Bonds or Projects.
(I-f) To make any other change that. in {he opinion of the 1sS\.ler. \vouid nOt
materiillly adversely affect the security for the Bonds.
,_/
-f0
'"'-, SECTION 7.02. SUPPLEMENTAL RESOLUTION \VITH
BONDHOLDERS' AND CREDIT FACILITY PROVIDER'S CONSENT. Subject to
the terms and pro\"isions contained in this Section 7,02 and Sections 7.0 I and 7.03 hereof,
the Holder or Holders of not less than a majority in aggregate principal amount of the
Bonds then Outstanding shall have the right, from time to time, anything contained in this
Resolution to the contrary notwithstanding, to consent to and approve the adoption of
such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or
desirable by the Issuer for the purpose of supplementing, modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions contained in this
Resolution; provided, however, that if such modification or amendment will, by its terms,
not take effect so long as any Bonds of any maturity remain Outstanding, the consent of
the Holders of such Bonds shall not be required and such Bonds shall not be deemed to
be Outstanding for the purpose of any calculation of Outstanding Bonds under this
Section 7.02. Any Supplemental Resolution which is adopted in accordance with the
provisions of this Section 7.02 shall also require the written consent of the Insurer. No
Supplemental Resolution may be approved or adopted which shall permit or require (A)
an extension of the maturity of the principal of or the payment of the interest on any
Bond issued hereunder, (B) reduction in the principal amount of any Bond or the rate of
interest thereon, (C) the creation of a lien upon or a pledge of the Limited Ad Valorem
Tax other than the lien and pledge created by this Resolution or as otherwise permitted
hereby, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds,
or (E) a reduction in the aggregate principal amount of the Bonds required for consent to
such Supplemental Resolution. Nothing herein contained, however, shall be construed as
making necessary the approval by Bondholders or a Credit Facility Provider of the
adoption of any Supplemental Resolution as authorized io 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 stich adoption to be mailed, postage prepaid, to all Bondholders at
their addresses as they appear on the registration books and to all Insurers of Bonds
Outstanding. Such notice shall briefly set forth the nature of the proposed Supplemental
Resolution and shall state that copies thereof are on file at the offices of the Clerk and the
Registrar for inspection by all Bondholders. The Issuer shall oot, 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 \vhen consented to and approved as provided in this Section
7.02.
Wheneyer the Issuer shall deliver to the Clerk an instrument or instruments in
writing purporting to be ~\ecuted by the Holders of not less than a majority in aggregate
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41
~ principal amollnt of the Bonds then Oursranding, which insrrument or instruments shall
refer to the proposed Supplemental Resolution described in such notice and shull
specifically consent to and approve the adoption thereof in subsrJn[]ally 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. \.vithout liability or
responsibility to any Holder of any Bond, \vhether 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 pursuJl1t to the provisions of
this Section 7.02, this Resolution shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under this
R~solutJon of the Issuer Jnd all I-blders of Bonds then Outs!:1llding shall thereafter be
determined. exercised and enforced in all respects under the provisions of this Resolution
as so modified and amended.
SECTION 7.03. AMENDMENT WITH CONSENT OF CREDIT
FACILITY PROVIDER ONLY. For purposes of amending this Resolution pursuant to
Section 7.02 hereof. a Credit Facility Provider of a Series of Bonds shall be considered
{he Holder thereof, provided such Series of Bonds, at the time of the adoption of the
amendment, shall be rated by the rating agencies which shall have rated the Bonds no
lower than the initial ratings <1ssigned thereto by such rating ::1gencies. The consent of the
I-{olders of Bonds shall not be required if the Credit Facility Provider shall consent to the
amendment as provided by this Section 7.03. The fore~()lI1g right of amendment.
hO\.vc\'er, does not apply to any amendment to Section 5.04 hereof with respect to the
exclusion of interest on the Bonds from gross income for purposes of federal income
taxation or the amendments described in the penultimate sentence of the first paragraph
of Section 7.02 hereof. Prior to adoption of any amendment made pursuant to this Section
7.03. notice of such amendment shall be delivered to the rating agencies rating the Bonds.
Upon filing with the Clerk of evidence of such consent of ,\ Credit Facility Provider <1S
aforesaid, the Issuer may adopt sllch Supplemental Resollltil1!l. A.fter the adoption by the
Issuer of such Supplemental Resolution, notice thereof s!ull be mailed in the same
lTIanner as notice of an omendment under Section 7.02 h\:"ILL~!'
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ARTICLE VIII
PROVISIONS RELATING TO THE BOND INSURANCE
POLICY AND INSURER FOR THE SERIES 200SA BONDS
SECTION 8.01 MUNICIPAL BOND INSURANCE. Subject in all respects
to the award of the Series 2005A Bonds in accordance with this Resolution and the
Official Notice of Sale, the Issuer hereby authorizes the payment of the principal of and
interest on the Series 2005A Bonds to be insured pursuant to the Bond Insurance Policy
issued by Ambac Assurance Corporation ("Ambac Assurance" or the "Insurer"). The
Chair is hereby authorized to execute such documents and instruments necessary to cause
Ambac Assurance to insure the Series 2005A Bonds. Ambac Assurance shall be deemed
to be an Insurer and a Credit Facility Provider pursuant to this Resolution.
SECTION 8.02. PROVISIONS RELATING TO BOND INSURANCE
POLICY. (A) The commitment from Ambac Assurance to issue its Bond Insurance
Policy with respect to the Series 2005A Bonds is hereby approved and authorized and
payment for the premium for such insurance is hereby authorized from proceeds of the
Series 2005A Bonds. A statement of insurance is hereby authorized to be printed on or
attached to the Series 2005/\ Bonds for the benefit and information of the Bondholders of
the Series 200SA Bonds.
(B) Subject in all respects to the award of the Series 2005A Bonds in
accordance with this Resolution and the Official Notice of Sale, so long as the Bond
Insurance Policy issued by Ambac Assurance is in full force and effect and Ambac
Assurance has not defaulted in its payment obligations under the Bond Insurance Policy,
the Issuer agrees to comply with the following provisions:
(I) Notices to be !liven to Ambac Assurance. The Issuer or the Paying
Agent shall furnish to Ambac Assurance, upon request (to the attention of the
Surveillance Department unless otherwise indicated), the following:
(a) as soon as practicable after the filing thereof, a copy of any
tinancial statement of the Issuer and a copy of any audit and annual report
of the Issuer;
(b) a copy of any notice to be given to the registered owners of
the Series 2005A Bonds, including, without limitation, notice of any
redemption ot or defeasance of Series 2005/\ Bonds, and any certificate
rendered pursuant to this Resolution relating to the security for the Series
2005A Bonds:
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(c) To the extent that the lssuer has entered into a continuing
disclosure agreement with respect to the Series 2005/\ Bonds. Ambac
Assurance shall be included as party to be notified; and
(d) such additional information Ambac Assurance ma\
reasonably request.
The Paying Agent or Issuer shall notify Ambac Assurance (to the attention
of the General Counsel Office) of any failure of the Issuer to provide Jny relevant
notices, certificates, etc.
The Issuer will permit Ambac Assurance to discllss the affairs, finances and
accounts of the Issuer or any information Amb~c Assurance may reasonably
request regarding the security for the Series 2005.'-\ Bonds with appropriate
officers of the Issuer. The Paying Agent or Issuer will permit Ambac Assurance
to have access to and to make copies of all books and records relating to the Series
2005A Bonds at any reasonable time.
Notwithstanding any other provision of this Resolution, the Issuer shall
immediately notify Ambac Assurance (to the attention of the General Counsel
Office) jf at any time there are insufficient moneys to make Jny payments of
principal and/or interest <IS required and immediately upon the occurrence of any
event of default under this Resolution.
(2) Payment Procedure Pursuant to Bond Insurance Policv. As long as
the Bond Insurance Policy shall be in full torc~ and effect the Issuer and the
Paying Agent agree to comply with the following provisions:
(a) at least one (J) day prior to Llll Interest Dates the Paying
Agent or the Issuer will determine whether there will be sufficient funds in
the funds and accounts estJblished under this Resolution to pay the
principal of or interest on the Senes 2005A Bonds 011 such Interest Date. If
the Paying Agent or the lssuer determines that there \vill be insufficient
funds in slIch funds or accounts. the Paying .Agent or the Issuer shall so
notit)r AmbLlc Assurance. Such notice sh~lll specify the amount of the
anticipated deficiency. the Series 2005A Bonds to which such deficiency is
applicable and whether such Series 2005A Bonds will be deficient as to
principal or interest. or both. If the Paying !\.gent or tbe Issuer has not so
notified Ambac Assurance at least one (I) day rrior to an Interest Date.
Ambac Assurance will make payments of lTincipal or interest due on the
Series :2005A Bonds on or before the tirst \. i 51) day next following the date
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on which Ambac Assurance shall have received notice of nonpayment from
the Paying Agent or' the Issuer.
(b) the Registrar or the Paying Agent shall, after notice has been
given to Ambac Assurance as provided in (2)(a) above, make available to
Ambac Assurance and, at Ambac Assurance's direction, to The Bank of
New York, in New York, New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the
registration books of the Issuer maintained by the Registrar and all records
relating to the funds and accounts maintained under this Resolution.
(c) the Paying Agent or the Registrar shall provide Ambac
Assurance and the Insurance Trustee with a list of registered owners of
Series 2005A Bonds entitled to receive principal or interest payments from
Ambac Assurance under the terms of the Bond Insurance Policy, and shall
make arrangements with the Insurance Trustee (i) to mail checks or drafts
to the registered owners of the Series 2005A Bonds entitled to receive full
or partial interest payments from Ambac Assurance and (ii) to pay principal
upon the Series 2005A Bonds surrendered to the Insurance Trustee by the
registered owners of the Series 2005A Bonds entitied to receive full or
partial principal payments from Ambac Assurance.
(d) the Paying Agent or Registrar shall, at the time it provides
notice to Ambac Assurance pursuant to (2)(a) above, notify registered
owners of Series 200SA Bonds entitled to receive the payment of principal
or interest thereon from Ambac Assurance (i) as to the fact of such
entitlement, (ii) that Amhac Assurance will remit to them all or a part of the
interest payments next coming due upon proof of Series 2005A Bondholder
entitlement to interest payments and delivery to the Insurance Trustee, in
form satisfactory to the Insurance Trustee, of an appropriate assignment of
the registered owner's right to payment, (iii) that should they be ernitled to
receive full payment of principal from Ambac Assurance, they must
surrender their Series 2005A Bonds (along with an appropriate instrument
of assignment in form satisfactory to the Insurance Trustee to permit
ownership of such Series 2005A Bonds to be registered in the name of
Ambac Assurance) for payment to the Insurance Trustee, and not the
Paying Agent. and (iv) that should they be entitled to receive partial
payment of principal from Ambac Assurance they must surrender their
Series 2005A Bonds for payment thereon first to the Paying Agent who
shall note on Stich Series 2005A Bonds the portion of the principal paid by
the Pa; ing Agent and then, along with an appropriate instrument of
.'-.,..-.
45
'---
assignment in form satisfactory to the Insura.nce Trustee, to the Insurance
Trustee, \vhich will then pay the unpaid portion of principal.
(e) in the e\ent that the PaYll1g Agent bas notice that an:
payment of principal of or interest on a Series 2005A Bond \vhich has
become due for payment and which is made to a Series 200SA Bondholder
by or .on behalf of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United
States Bankruptcy Code by a trustee in bankruptcy in accordance with the
final, nonappealable crder of a court having competent jurisdiction, the
Paying .Agent shall, at the time Ambac Assurance is notified pursuant to (a)
above, notify all registered owners that in the event that any registered
owner's payment is so recovered, such registered owner will be entitled to
payment from Ambac Assurance to the extent of such recovery if sufficient
funds are not otherwise available, and the Paying Agent shall furnish to
Ambac Assurance its records evidencing the payments of principal of and
interest on the Series 2005A Bonds \.vhich have been made by the Paying
Agent and subsequently recovered from registered owners and the dates on
which such payments were made.
(0 in addition to those rights granted Ambac Assurance under
this ResolutIOn, Ambac Assurance shall, to the ex-tent it makes payment of
principal of or interest on Series 2005A Bonds. become subrogated to the
rights of the recipients of such payments in accordance with the terms of
the Bond Insurance Policy, and to evidence such subrogation (i) in the case
of subrogation as to claims for past due interest the Registrar shall note
Ambac Assurance's rights as subrogee on the registration books of the
Issuer maintained by the Registrar upon receipt from /\mbac A.ssurance of
proof of the payment of interest Ulereon to the registered owners of the
Series 2005A Bonds. and (ii) in the case of subrogation as to claims for past
due principaL the Registr:lr shall note Amb.1c Assurance's rights as
subrogee on the registration books of the Issuer maintained by the Regi strar
upon surrender of the Series 2005A Bonds by the registered owners thereof
together with proof of the payment of principal thereof.
(3) Consent of Ambac Assurance. Any pro\ iSlOn of this Resolution
expressly recognizing or granting rights in or to Ambac Assurance may not be
amended in any manner which JtTects the rights of A.mbac Assurance hereunder
without the prior written consent of Amb:lc ASSllr::lllCC. Ambac Assurance
reserves the right to charge the Issuer a fee for any consent or amendment to this
Resolution while the Bond InsurJ!lce Policy !s outstanding.
"'---'
.+6
..
'-.-'
(4) Consent of Ambac Assurance in Addition to Bondholder's Consent.
Unless otherwise provided in this Section, Ambac Assurance's consent shall be
required in addition to Series 2005A Bondholder consent when Series 2005A
Bondholder consent is required for the following purposes: (a) execution and
delivery of any Supplemental Resolution; (b) removal of the Paying Agent and
selection and appointment of any successor trustee or paying agent; and (c)
initiation or approval of any action not described in (a) or (b) above which requires
consent of the Series 2005A Bondholders.
(5) Consent of Ambac Assurance in the Event of Insolvency. Any
reorganization or liquidation plan with respect to the Issuer must be acceptable to
Ambac Assurance. In the event of any reorganization or liquidation, Ambac
Assurance shall have the right to vote on behalf of all Holders of Series 2005A
Bonds absent a default by Ambac Assurance under the Bond Insurance Policy.
(6) Consent of Ambac Assurance Upon Default. Anything in this
Resolution to the contrary notwithstanding, upon the occurrence and continuance
of an event of default as described in this Resolution, Ambac Assurance shall be
entitled to control and direct the enforcement of all rights and remedies granted to
the Series 2005A Bondholders or the Paying Agent for the benefit of the Series
2005A Bondholders under this Resolution.
(7) Provisions Concerning the Paying Agent.
(a) The Paying Agent may be removed at any time, at the request
of Ambac Assurance, for any breach of the trust set forth herein.
(b) Ambac AssurCll1ce shall receive prior written notice of any
Paying Agent resignation or removal.
(c) Every successor Paying Agent appointed pursuant to this
Resolution shall be a trust company or bank in good standing located in or
incorporated under the laws of the State, duly authorized to exercise trust
powers and subject to examination by federal or state authority, having a
reported capital and surplus of not less than $75,000,000 and acceptable to
Ambac Assurance.
(d) Notwithstanding any other provision of this Resolution, in
determining whether the rights of the Series 2005A Bondholders will be
adversely affected by any action taken pursuant to the terms and provisions
of this Resolution, the Paying Agent shall consider the effect on the Series
2005/\ Bondholders as if there were no Bond Insurance Policy.
'''--'
47
'--'
ARTICLE IX
DEFEASANCE
SECTION 9.01. DEFEASANCE. If (A) the Issner shall payor cause to be
paid or there shall othenvise be paid to the Holders of any Series of Bonds the principai
and interest or Redemption Price due or to become due thereon, or the times and in the
manner stipulated therein and in this Resolution.. and (ii) the Issuer shall pay all amounts
owinn to any Credit Facility Provider issuing a Credit Facility with respect to such Series
::> - ,
of Bonds. and all covenants, agreements and other obligations of the Issuer to the holders
of such Series of Bonds, shall thereupon cease, terminate and become void and be
discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the
Issuer all money or securities held by them pursuant to this Resolution which are not
required for payment or redemption of any Series of Bonds not theretofore surrendered
for SLlch payment or redemption.
Any Bonds or interest installments appertaining thereto shall be deemed to have
been paid within the meaning of this Section 9.0 I if there .shal] han:: been deposited in
irrevocable trust with a banking institution or trust company by or on behalf of the Issuer
either moneys in an amount which shall be sufficient. or Federal Securities verified by an
Independent certified public accountant [0 be in such amount that the principal of and the
interest on or redemption price which \\hen due will provide moneys which, together
with the moneys, if any, deposited with sLlch banking institution or trust company at the
same time shall be sufficient, to pay the principal of and interest due and to become due
on said Bonds on and prior to the maturity date thereof. Except as hereafter provided,
neither the Federal Securities nor any moneys so deposited with such banking institution
or trust company nor any moneys recei \'cd by such bank or trust company on account of
principal of or redemption price. if applicable, or interest 011 said Federal Securities shall
be withdrawn or used for any purpose other than, and all such moneys shall be held in
trust for and be applied to. the payment. when due. of the principJI of or redemption price
of the Bonds for the payment of which they were deposited and the interest accruing
thereon 10 the date of maturity; provided. however. the Issuer l11<lY substitute new Federal
Securities and moneys for the deposited FederJl Securities Jnd moneys if the new Federal
Securities and moneys are sufficient to pay the principal of and interest on or redemption
price of the refunded Bonds.
For purposes of determining \\hether Variable RZlte Bonds shall be deemed to
have been paid prior to the maturity or the redemption date thereof. as the case may be,
by the deposit of moneys, or speCIfied Federal Securities ;,1110 moneys, if any. in
:lCcordance with this Section 9.01. the interest to come due on sdch '/ariabk Rate Bonds
on 'JI' prior to the maturity or redemption date thereof. ,1S the case may be. shall be
'-.-.
49
'- calculated at the Maximum Interest Rate; provi.ded, however, that if on any date, as a
result of such Variable Rate Bonds roving borne interest at less than the Maximum
Interest Rate for any period, the total amount of moneys and specified Federal Securities
on deposit for the payment of interest on such Variable Rate Bonds is in excess of the
total amount which would have been required to be deposited on such date in respect of
such Variable Rate Bonds in order to satisfy this Section 9.0 I, such excess shall be paid
to the lssuer free and clear of any trust, lien, pledge or assignment securing the Bonds or
otherwise existing under this Resolution.
If Bonds are not to be redeemed or paid within 60 days after any such defeasance
described in this Section 9.01, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 9.01 of moneys or
Federal Securities has been made and said Bonds are deemed to be paid in accordance
with the provisions of this Section 9.01 and stating such maturity date upon which
moneys are to be available for the payment of the principal of and interest on or
redemption price of said Bonds. Failure to provide said notice shall not affect the Bonds
being deemed to have been paid in accordance with the provisions of this Section 9.01.
Notwithstanding anything herein to the contrary, in the event that the principal of
or interest due on the Bonds shall be paid by a Credit Facility Provider, such Bonds shall
remain Outstanding, shall not be defeased or otherwise satisfied and shall not be
considered paid by the Issuer, and the pledge of the Limited Ad Valorem Tax and all
covenants, agreements and other obligations of the Issuer to the Bondholders shall
continue to exist and Credit Facility Provider shall be subrogated to the rights of such
Bondholders.
[Remainder of page intentionally left blank]
'--
50
'--
ARTICLE X
PROVISIONS RELATING TO SERIES 2005A BONDS
SECTION 10.01. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit 8 and the terms and provisions thereof are
hereby authorized and approved. The Chair is hereby authoriz~d to make such changes.
insertions and modifications as he or she shall deem necessary prior to the advertisement
of such Official Notice of Sale or a summary thereof. The Chair is hereby authorized 10
advertIse and publish the Official Notice of Sale or a summary thereof Clt such time as he
or she shall deem necessary and appropriate, upon the advice of the Financial Advisor. to
accomplish the competitive sale of the Series 2005A Bonds in accordance with applicable
law.
SECTION 10.02. PI~ELIMINARY OFFICIAL STATEMENT; OFFICIAL
ST A TEMENT. (A) The Issuer hereby authorizes the distribution and use of the
Preliminary Official Statement in substantially the form attached hereto as Exhibit C in
connection with the offering of the Series 2005A Bonds for sale. If between the date
hereof and the mailing of the Preliminary Official Statement, it is necessary to make
insertions, modifications or changes in the Preliminary Official Statement, the Chair is
hereby authorized to approve such insertions. changes and modifications. The Chair is
hereby authorized to deem the Preliminary Official Statement "final" within the meaning
of Rule 15c2-12(b)( I) under the Securities Exchange Act of 1934 in the form as mailed.
Execution of a certificate by the Chair deeming the Preliminary Official Statement "final"
as described above shall be conclusive evidence of the approval of any insertions.
changes or modifications.
(8) The form. terms and provisions of the Offici::d Statement relating to the
Series 2005A Bonds shall be substanticdly as set fonh in the Preliminary Official
Statement and shall include atl of the specific financial terms of the Series 2005A Bonds.
Subject in all respects to the award of the S~ries ~005A Bonds in accordance v,:ith this
Resolution and the Official Notice of Sale. the Chair is hereby authorized and directed to
execute and deliver said Ofticial Statement in the name and on behalf of the Issuer. and
thereupon to calise such Official Statement to be delivered [0 the winning bidder with
such changes, amendments. modifications. omissions and additions as may be approved
by the Chair. Said Official Statement, including any slIch changes. amendments.
modifications, omissions and additions as approved by the Chair and the information
contained therein are hereby authorized to be used in connection with the sale of the
Series 2005A Bonds to the public. Execution by the Chair of th~ OfticiaJ Statement shall
be deemed to be conclusive evidence of approval of such chal1~es
'--
51
'- SECTION 10.03. APPOINTMENT OF PAYING AGENT AND
REG ISTRAR. Subject in all respects to the award of the Series 2005A Bonds in
accordance with this Resolution and the Official Notice of Sale, U.S. Bank National
Association, Fort Lauderdale, Florida, is hereby designated Registrar and Paying Agent
for the Series 2005A Bonds. The Chair and/or the Clerk are hereby authorized to enter
into any agreement which may be necessary to effect the transactions contemplated by
this Section 10.03 and by this Resolution.
SECTION 10.04. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the award of the Series 2005A Bonds in accordance with this Resolution and
the Official Notice of Sale, the Issuer hereby covenants and agrees that, in order to
provide for compliance by the Issuer wjth the secondary market disclosure requirements
of the Rule, it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate {O be executed by the Issuer and dated the dated date of the Series
2005A Bonds, as it may be amended from time to time in a::cordance with the terms
thereof. The Continuing Disclosure Certificate shall be substantially in the form of
Exhibit D hereto with SLlch changes, amendments, modifications, omissions and additions
as shall be approved by the Chair who is hereby authorized to execute and deliver such
Certificate. Notwithstanding any other provision of this Resolution, failure of the Issuer
to comply with such Continuing Disclosure Certificate shall not be considered an Event
of Default under this Resolution; provided, however, to the extent permitted by law, the
sole and exclusive remedy of any Series 2005A Bondholder for the enforcement of the
provisions of the Continuing Disclosure Certificate shall be an action for mandamus or
specific performance. as applicable, by court order, to cause the Issuer to comply with its
obligations under this Section 10.04 and the Continuing Disclosure Certificate. For
purposes of this Section 10.04, "Series 2005A Bondholder" shall mean any person who
(A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose
of ownership of, any Series 2005A Bonds (including persons holding such Bonds through
nominees, depositories or other intermediaries), or (B) is treated as the owner of any such
Bond for federal income tax purposes.
52
ARTICLE XI
MISCELLANEOUS
SECTION 11.0 1. CAPITAL :\PPRECIA lION BONDS. For the purposes of
\Ai receiving payment of the Redemption Price if a Capital Appreciation Bond is
redeemed prior to maturity: or (B) recei\'ing payment of a Capital Appreciation Bond if
the principal of all Bonds becomes due and payable under the provisions of this
Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital
Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent
the Bondholders any notice, consent, request or demand pursuant to this Resolurion for
any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be
deemed to be its Accreted Value.
SECTION 11.02. SALE OF BONDS. The Bonds shail be issued and sold at
public or private sale at one time or in installments from time to time and at such price or
prices as shall be consistent with the provisions of the Act. the requirements of this
Resolution and other applicable provisions of law.
SECTION 11.03. GENERAL AUTHORITY. The members of the Board and
the officers. attorneys and other agents l)r employees of the Issu-.:r are he:-eby authorized
to do all acts and things required of thel11 by this Resolution or (he Bond Insurance Policy
or which are desirable or consistent with the requirements of this Resolution or the Bond
Insurance Policy for the full punctual and complete performance of all the terms.
covenants and agreements contained herein or in the Bonds and this Resolution.
including the execution of any docllments or instruments relating to insuring payment of
the Bonds, and each member. employee. attorney and officer of the Issuer or the Issuer
are hereby authorized and directed to execute and deliver any and all papers and
instruments and to be and cause to be done any and Zlll acts and things necessary or
proper for carrying out the transactions contemplated hereunder. If the Chair is
unavailable or unable at any time to perform any duties or functions hereunder. the Vice-
Chair is hereby authorized and directed to act on his or h~r behalf
SECTION 11.04. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants. agreemems or provisions of this Resolution shall be held
contrary to any express provision of la\\ or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or sh:111 for any reason whatsoever be
held invalid, then such co\'enants, agreements or provisions shall be null and void and
shall be deemed separable from (he rCI11::lining co\'enants. agreements and provisions of
this Resolution and shall in no way at'fcct the validity \)f any of \he other covenants.
agreements or provisions hereof or of the Bonds issued hereunder
~.......-_....
53
'----'
SECTION 11.05. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 11.06. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its enactment in accordance with law.
DUL Y ADOPTED, in Regular Session this 141h day of December, 2004.
(SEAL)
COLLIER COUNTY, FLORIDA
~~d~
Chair
By:
A TrEST:
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Approved as to Form and
Legal Sufficiency:
I
'.. j-" '. ,-'
County Attorney
State of FLOJltIOA
County of COLLIER
- -.;..............-.r ..,..-...- :-'"';r.;;~;t~
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I HEREBY CERTIFY THAT thIs rs . true and
correct copy of a document en file in
Board Minutes andR~cords of CoWer CounlJ
I~--\WESS m. y ~~.~nd'Ofti9.ia.1 seal this
: day~', /~~I aoot-
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DWIGHt.E~ BROCK~Ct~~K OFCOU RTS
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"------
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EXHIBIT A
GENERAL DESCRIPTION OF THE 2005A PROJECT
The 2005A Project generally includes the following, as more particularly
described in the plans and specifications on tile with the Issuer, :-lnd as the same may be
amended or supplemented from time to time:
. acquisition of approximately 80 ncres of real property commonly known as the
Malt Property (Tax Identification Number 00741960001)
. acquisition of approximately 80 acres of real property col11monJy knov..n as the
Talon Property (Tax Identification Number 0022~280705)
. acquisition of approximately J 3 ocres out of approxinnteJy 45.24 acres of real
property commonly known as the Fleischmann Property (Tax Identification
Number 13800022000)
. acquisition of a portion of the real property deSCrIbed on ScheduJe r attached
hereto which specific acquisitions shall be approved by the BOJrd
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EXHIBIT B
FORM OF OFFICIAL NOTICE OF SALE
Not Included in this Transcript
EXHIBIT C
FORM. OF PRELIMINARY OFFICIAL ST A TEM ENT
Not Included in this Transcript
EXHIBIT D
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FORM OF FORM OF CONTINUING DISCLOSURE CERTIFICATE
Not Included in this Transcript
_.-
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EXHIBIT E
GENERAL DESCRlPTION OF THE PRIOR PROJECT
The Prior Project generally included the acquisition of certain real property within
the County, collectively known as America's Business Park, as more particularly
described in the plans and specifications on file with the Issuer. The Tax Identification
Numbers for the parcels are 00143120009, 00144200009, 00144800001, 0014484003,
00144880005,00145000004,00144920004, 00144440005,00145480006,00144640009,
00145681009 and 00145680204.
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RESOLUTION NO. 2008 - 337
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 2004-383, WHICH
RESOLUTION NO. 2004-383 AUTHORIZED, AMONG
OTHER THINGS, THE ISSUANCE FROM TIME TO TIME
OF COLLIER COUNTY, FLORIDA LIMITED GENERAL
OBLIGA TION BONDS (CONSERVATION COLLIER
PROGRAM) TO FINANCE THE ACQUISITION OF
ENVIRONMENT ALL Y SENSITIVE LAND; ACCEPTING
THE PROPOSAL OF SUNTRUST EQUIPMENT FINANCE
& LEASING CORP. TO PROVIDE THE COUNTY WITH
A LOAN TO FINANCE THE ACQUISITION OF CERTAIN
ENVIRONMENT ALL Y SENSITIVE LAND;
AUTHORIZING THE ISSUANCE OF THE COLLIER
COUNTY, FLORIDA LIMITED GENERAL OBLIGATION
BOND (CONSERVATION COLLIER PROGRAM),
SERIES 2008 IN AN AGGREGATE PRINCIPAL
AMOUNT OF NOT EXCEEDING $2 I ,000,000 TO
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
IN ORDER TO EVIDENCE SUCH LOAN; AUTHORIZING
SUCH BOND TO BE PAYABLE FROM AD VALOREM
TAXA TION LEVIED IN AN AMOUNT NOT TO EXCEED
ONE-QUARTER OF ONE MILL ON ALL TAXABLE
PROPERTY WITHIN THE COUNTY; MAKING CERTAIN
COVENANTS AND AGREEMENTS WITH RESPECT TO
SAID BOND; DELEGATING CERTAIN AUTHORITY TO
THE CHAIRMAN AND OTHER OFFICERS OF THE
COUNTY; APPOINTING THE COUNTY AS PA YING
AGENT AND REGISTRAR FOR SAID BOND;
AUTHORIZING THE EXECUTION AND DELIVERY OF
OTHER DOCUMENTS IN CONNECTION THEREWITH;
AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1.
FINDINGS. It is hereby found and determined that:
'--.....'
(A) Pursuant to the Resolution No. 2002-265, adopted by the Board of County
Commissioners (the "Board") of Collier County, Florida (the "Issuer") on June 11, 2002,
'...........
the Issuer ordered the holding of a bond referendum election to determine if the qualified
electors of the Issuer would approve the issuance of not exceeding $75,000,000 aggregate
principal amount of limited general obligation bonds payable from ad valorem tax to be
levied in an amount not to exceed one-quarter (1/4) of one mill on all taxable property
within the Issuer for the principal purpose of financing the acquisition of certain
environmentally sensitive land within the Issuer in order to protect water resources,
wildlife habitat and public open space suitable for resource based recreation.
(B) On November 5, 2002, a bond referendum election was held and the
issuance of not exceeding $75,000,000 principal amount of limited general obligation
bonds payable from an ad valorem tax levied on all taxable property within the Issuer in
an amount not to exceed one-quarter (1/4) of one mill was approved by a majority of the
qualified electors of the Issuer voting in said referendum election.
(C) On December 14, 2004, the Board duly adopted Resolution No. 2004-383
(as supplemented hereby, the "Resolution"), which Resolution authorized, among other
things, the issuance of Collier County, Florida Limited General Obligation Bonds
(Conservation Collier Program), Series 2005A (the "Series 2005A Bonds"), which Series
2005A Bonds were issued in the aggregate principal amount of $32,815,000 for the
principal purpose of financing the acquisition of certain environmentally sensitive land
within the Issuer.
(D) The Issuer hereby determines that it is in the best interests of the citizens
and consistent with the goals and purposes of "Conservation Collier" as described in the
Referendum Resolution to acquire certain additional environmentally sensitive land (the
"2008 Project"), as generally described in Exhibit A attached hereto, and as more
particularly described in the plans and specifications related thereto which are on file
with the Issuer.
(E) SunTrust Equipment Finance & Leasing Corp. (the "Initial Purchaser") has
submitted a proposal to provide the Issuer with a loan to finance costs of the 2008
Project, which proposal is attached hereto as Exhibit B.
(F) The Resolution provides for the issuance of Additional Bonds (as defined
in the Resolution) on parity with the outstanding Series 2005A Bonds for the purposes of
acquiring the 2008 Project upon meeting the requirements set forth herein and in the
Resolution.
(G) The Issuer deems it to be in its best interest to accept the proposal of the
Initial Purchaser and to issue its Collier County, Florida Limited General Obligation
Bond (Conservation Collier Program), Series 2008 (the "Series 2008 Bond") to the Initial
Purchaser for the principal purpose of financing the costs of the acquisition of the 2008
'-.....
2
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Project. The Series 2008 Bond shall be issued on parity in all respects with the Series
2005A Bonds pursuant to the terms of the Resolution.
(II) Due to the present volatility and uncertainty of the market for tax-exempt
obligations such as the Series 2008 Bond, it is in the best interest of the Issuer to sell the
Series 2008 Bond by a negotiated sale to the Initial Purchaser pursuant to the provisions
hereof and of the Resolution, allowing the Issuer to choose the date of issuance of the
Series 2008 Bond rather than issuing the Series 2008 Bond on an advertised date, thereby
permitting the Issuer to obtain the best possible price, terms and interest rate for the
Series 2008 Bond.
(I) The Issuer hereby certifies that no Event of Default (as defined in the
Resolution) has occurred and is continuing and all of the covenants and other provisions
of the Resolution shall apply to the Series 2008 Bond.
(J) All of the representations, warranties and covenants of the Issuer set forth
in the Resolution are confirmed and remade as of the date hereof.
(K) The Resolution provides that the Series 2008 Bond shall mature on such
dates and in such amounts, shall bear such rates of interest, shall be payable in such
places and shall be subject to such redemption provisions as shall be determined by
Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer
determine such provisions, terms and details.
(L) The Series 2008 Bond shall be repaid solely from the Limited Ad Valorem
Tax (as defined in the Resolution) in the manner and to the extent set forth herein and in
the Resolution.
(M) It is necessary at this time that provision be made for the issuance of the
Series 2008 Bond.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENT AL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
the Act and the Resolution.
SECTION 4. AUTHORIZATION OF THE 2008 PROJECT. The Issuer
hereby authorizes and approves the acquisition of the 2008 Project. The 2008 Project is
generally described in Exhibit A attached hereto and is more particularly described in the
---.
3
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records, plans and specifications on file with the Issuer. The 2008 Project may be
subsequently amended by the Issuer from time to time.
SECTION 5. ACCEPTANCE OF PROPOSAL. The Issuer hereby
accepts the proposal of the IIlitial Purchaser to provide the Issuer with a term loan to
finance the acquisition of the 2008 Project in the form attached hereto as Exhibit B, and
selects Option 2 with respect thereto. To the extent of any conflicts between the
provisions of the proposal and the Resolution, the provision of the Resolution shall
apply.. The Chair, the Clerk and the County Manager are each hereby authorized to
execute and deliver any documents required to formally accept such proposal and the
terms thereof. All actions taken by such officers or their designees with respect to such
proposal prior to the date hereof are hereby authorized and ratified.
SECTION 6. DESCRIPTION OF THE SERIES 2008 BOND. The
Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal
amount of not exceeding $21,000,000 to be known as the "Collier County, Florida
Limited General Obligation Bond (Conservation Collier Project), Series 2008" (or such
other series designation as the Chair may determine), for the principal purpose of
financing all or a portion of the acquisition of the 2008 Project. The aggregate principal
amount of the Series 2008 Bond to be issued pursuant to the Resolution shall be
determined by the Chair provided such aggregate principal amount does not exceed
$21,000,000.
The Series 2008 Bond shall be dated as of its date of delivery to the Initial
Purchaser, shall be issued in the form of one, fully registered term bond in the
denomination of its aggregate principal amount, and shall be numbered "R-I." The text
of the Series 2008 Bond shall be substantially in the form set forth in Section 2.10 of the
Resolution with such changes as the Bank and the Issuer may mutually agree. The Series
2008 Bond shall bear interest from its dated date at a fixed interest rate per annum equal
to 4.138% (the "Interest Rate"). The Interest Rate shall be calculated on a 30/360-day
basis and is subject to adjustment as provided in Section 10 hereof. Interest shall be
payable semi-annually, on January 1 and July 1 of each year (the "Interest Dates"),
commencing on July 1, 2009, as set forth in the debt service schedule to be attached to
the Series 2008 Bond. The Series 2008 Bond shall mature on January 1, 2013 and the
principal of the Series 2008 Bond will be subject to mandatory sinking fund redemption
in Amortization Installments commencing on January 1, 2010 and on each January 1
thereafter through the maturity date, the principal amounts of such Amortization
Installments to be determined by the Chair and approved by the Initial Purchaser prior to
the issuance of the Series 2008 Bond and set forth in the debt service schedule to be
attached to the Series 2008 Bond; provided, however, notwithstanding any other
provision of the Resolution to the contrary, the Issuer shall not be required to give the
holder of the Series 2008 Bond any notice of redemption with respect to the scheduled
.-........ '
4
-.......-
payment of such Amortization Installments. When the Series 2008 Bond has been paid
in full accordance with the terms of the Resolution and of the Series 2008 Bond, the
holder shall, upon request of the Issuer, cancel the Series 2008 Bond and deliver it to the
Issuer or shall otherwise provide evidence to the Issuer that such Series 2008 Bond has
been cancelled. The Series 2008 Bond shall be sold on a negotiated basis to the Initial
Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof.
The Interest Rate on the Series 2008 Bond shall comply in all respects with Section
215.84, Florida Statutes.
Principal and interest on the Series 2008 Bond shall be payable by check, draft,
bank wire transfer or in such other manner as is agreed to between the Issuer and the
holder of the Series 2008 Bond, made payable to and distributed 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 each
Interest Date. All payments of principal and interest on the Series 2008 Bond 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. The Issuer shall
keep registration books and records as to the holder or holders of the Series 2008 Bond
and shall act in the capacity of Paying Agent and Registrar for purposes of the
Resolution.
SECTION 7. LIMITED GENERAL OBLIGATION OF THE ISSUER.
The Series 2008 Bond shall be a limited general obligation of the Issuer secured by and
payable from the Limited Ad Valorem Tax as provided in the Resolution, particularly
Section 4.0 I thereof. The Series 2008 Bond shall be on parity in all respects and shall
rank equally as to lien on and source and security for payment from the Limited Ad
Valorem Tax with the Series 2005A Bonds and any other Additional Bonds that may
hereafter be issued.
SECTION 8. REDEMPTION PROVISIONS FOR SERIES 2008
BOND. The Issuer may redeem the Series 2008 Bond, in whole or in part, at any time or
from time to time by paying to the holder thereof the principal amount of the Series 2008
Bond to be prepaid, together with the unpaid interest accrued on the amount of principal
so redeemed to the date of such redemption, plus a redemption premium equal to three
percent (3.00%) of the principal amount so redeemed. Notwithstanding the foregoing,
the Issuer may redeem the Series 2008 Bond in part only once per calendar year.
Each redemption of the Series 2008 Bond shall be made on such date and in such
principal amount as shall be specified by the Issuer in a notice delivered to the holder of
the Series 2008 Bond not less than thirty (30) days prior thereto specifying the principal
amount of the Series 2008 Bond to be redeemed and the date of such redemption. So
long as the Issuer provides such notice of redemption, the provisions of Section 3.03 of
,~~
5
'"'--
the Resolution shall not apply with respect to the Series 2008 Bond. Upon any
redemption as provided herein and in the Resolution, the holder of the Series 2008 Bond
and the Issuer shall mutually agree to a revised amortization schedule for the outstanding
principal amount, if any, of such Series 2008 Bond and the holder of the Series 2008
Bond shall provide the County with evidence of such revised amortization.
Amortization Installments for the Series 2008 Bonds shall be determined in
accordance with Section 6 hereof. Notwithstanding any other provision hereof or of the
Resolution to the contrary, the Issuer shall not be required to give the holder of the Series
2008 Bond any notice of redemption with respect to the scheduled payment of such
Amortization Installments.
SECTION 9. APPLICA TION OF SERIES 2008 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2008 Bond shall be applied by the Issuer
as follows:
(A) A sufficient amount of the Series 2008 Bond proceeds shall be held by the
Issuer to pay costs and expenses associated with the issuance of the Series 2008 Bond,
including but not limited to a fee of $5,500 for counsel to the Initial Purchaser.
(B) The remaining proceeds of the Series 2008 Bond shall be deposited into an
account established in the Project Fund and shall be used to pay to costs of the 2008
Project.
SECTION 10. ADJUSTMENTS TO INTEREST RATE. (A) In the event
of a Determination of Taxability (as defined below), the Interest Rate on the Series 2008
Bond shall be increased to such rate as shall provide the holder thereof with the same rate
of return that the holder would have otherwise received on the Series 2008 Bond taking
into account the increased taxable income of the holder of the Series 2008 Bond as a
result of such Determination of Taxability (the "Adjusted Rate"); provided, however,
such Adjusted Rate shall never exceed the maximum rate allowable by law. Immediately
upon a Determination of Taxability, the Issuer agrees to pay to the holder of the Series
2008 Bond subject to such Determination of Taxability the Additional Amount.
"Additional Amount" means (i) the difference between (a) interest on the Series 2008
Bond for the period commencing on the date on which the interest on the Series 2008
Bond (or portion thereof) loses its tax-exempt status and ending on the earlier of the date
the Series 2008 Bond ceased to be outstanding or such adjustment is no longer applicable
to the Series 2008 Bond (the "Taxable Period") at a rate per annum equal to the Adjusted
Rate and (B) the aggregate amount of interest payable on the Series 2008 Bond for the
Taxable Period under the provisions of the Series 2008 Bond, plus (ii) any penalties,
fines, fees, costs and interest paid or payable by the holder of the Series 2008 Bond to the
Internal Revenue Service by reason of such Determination of Taxability.
'""-,.
6
........./
For purposes of this Section 10, "Determination of Taxability" shall mean the
circumstance of interest paid or payable on the Series 2008 Bond becoming includable
for federal income tax purposes in the gross income of the holder thereof as a
consequence of any act, omission or event whatsoever and regardless of whether the
same was within or beyond the control of the Issuer. A Determination of Taxability will
be deemed to have occurred upon (x) the receipt by the Issuer or the holder of the Series
2008 Bond of an original or a copy of an Internal Revenue Service Technical Advice
Memorandum or Statutory Notice of Deficiency or other official letter or correspondence
from the Internal Revenue Service which holds that any interest payable on the Series
2008 Bond is includable in the gross income of such holder; (y) the issuance of any
public or private ruling of the Internal Revenue Service that any interest payable on the
Series 2008 Bond is includable in the gross income of the holder thereof, or (z) receipt by
the Issuer or the holder of an opinion of a Bond Counsel that any interest on the Series
2008 Bond has become includable in the gross income of the holder for federal income
tax purposes. For all purposes of this definition, a Determination of Taxability will be
deemed to occur on the date as of which the interest on the Series 2008 Bond is deemed
includable in the gross income of the holder of the Series 2008 Bond.
(B) If the Maximum Corporate Tax Rate (as defined below) as applicable to the
holder of the Series 2008 Bond decreases from 35%, the Interest Rate otherwise borne by
the Series 2008 Bond shall be increased to the product obtained by multiplying the
interest rate otherwise borne by the Series 2008 Bond by a fraction, the numerator of
which is 1 minus the Maximum Corporate Tax Rate as decreased and the denominator of
which is .65.
For purposes of this Section 10, "Maximum Corporate Tax Rate" shall mean the
highest marginal United States federal income tax rate applicable to the taxable income
of corporations without regard to any increase in tax designed to normalize the rate for all
income at the highest marginal tax rate, which as of the date hereof is 35%.
(C) If any holder of the Series 2008 Bond has not received payment of principal
and interest within ten (10) days after it becomes due, regardless of whether any holder
has declared an event of default under the Resolution, the Issuer shall be subject to and
required to pay additional interest at an interest rate equal to 12.0% per annum for the
total number of days for which the late payment is past due.
SECTION 11. PROVISION OF INFORMATION. (A) The Issuer will
furnish to the holder of the Series 2008 Bond within 180 days after the close of each
fiscal year of the Issuer a copy of the annual audited financial statements of the Issuer.
The Issuer shall provide the holder with a copy of the adopted annual budget of the Issuer
each year within 30 days of the adoption of such budget. The Issuer shall also provide
'-..-
7
,",,---
the holder of the Series 2008 Bond any other information that the holder shall reasonably
request in writing.
(B) The holder of the Series 2008 Bond shall have the right to inspect all
pertinent books, records, accountings, statements or other documentation as may relate to
the Bonds, the 2008 Project, the security for the Bonds, any of the funds and accounts
established under the Resolution, or any other provision of the Resolution, regardless of
the outstanding principal amount of the Series 2008 Bond.
SECTION 12. GENERAL AUTHORITY. The members of the Board, the
County Manager, the Clerk and the officers, attorneys and other agents or employees of
the Issuer are hereby authorized to do all acts and things required of them by this
Supplemental Resolution, the Resolution, or desirable or consistent with the requirements
hereof or the Resolution for the full punctual and complete performance of all the terms,
covenants and agreements contained herein, in the Series 2008 Bond and in the
Resolution, and each member, employee, attorney and officer of the Issuer or the Board,
the County Manager and the Clerk is hereby authorized and directed to execute and
deliver any and all papers and instruments and to do and cause to be done any and all acts
and things necessary or proper for carrying out the transactions contemplated hereunder.
If the Chair is unavailable or unable at any time to perform any duties or functions
hereunder the Vice-Chairman of the Board is hereby authorized to act on his or her
behalf.
SECTION 13. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable and stricken solely to the extent required by law from the
remaining covenants, agreements or provisions and shall in no way affect the validity of
any of the other provisions hereof or of the Series 2008 Bond.
SECTION 14. RESOLUTION TO CONTINUE IN FORCE. The Series
2008 Bond shall be issued pursuant to the Resolution. Except as herein expressly
provided, the Resolution and all the terms and provisions thereof are and shall remain in
full force and effect.
'" ..~
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8
~.'
SECTION 15. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED, in Regular Session this 18th day of November 2008.
BOARD OF COUNTY COMMISSIONERS
OF COLLIER CO TY, FLORIDA
(SEAL)
A TTEST:"~\"o'!r.""';",
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I HEREBY CERTIFYTHATWI__._
~o'rect CODY Of a aocumpor an fife fit""k,,'
80ard Minutes and Re~asof ColUet: CciJnb
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---
9
"-
-"'-...-
EXHIBIT A
DESCRIPTION OF 2008 PROJECT
The 2008 Project generally consists of the acquisition of ten parcels of property
consisting of approximately 2,511.9 acres of real property located in the Lake Trafford
Area and commonly known as Pepper Ranch.
""'.-
"-...-.
EXHIBIT B
PROPOSAL OF SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
/\
\
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'.-
.\III~
SUNTRUST~
October 14, 2008
Collier County Board of County Commissioners Purchasing Department
3301 Tamiami Trail East, Bldg. "G"
Naples, Florida 34112
Attn: Michael F. Hauer, CPPO-CPPB
Purchasing Acquisitions Manager
RE: $20,500,000 "Non Bank Qualified" Limited General Obligation Bond, Series 2008
SunTmst Equipment Finance and Leasing Corporation (SEFL), in cooperation with SunTmst
Bank, is pleased to provide this proposal for $20,500,000 to The County for the refunding of
bonds used for the acquisition of environmentally sensitive lands.
Borrower:
Collier County, Florida
Lender:
SunTmst Equipment Finance and Leasing Corp.
Amount:
$20,500,000
Terms:
Maturity 1/1/2013
Interest Rates:
OPTION 1: 4.492%
Borrower may prepay in whole or in part at any time, during the
term of the loan by giving Lender 30 days advance notice.
OPTION 2: 4.331 %
Borrower may prepay the Loan, in whole or in part, by giving
the Lender 30 days advance notice. The Loan may be prepaid by
paying the outstanding principal and interest then due plus
103%.
"',-,
Rate Lock:
In order to hold either Fixed Interest Rate through a closing date
no later than November 13, 2008, the Borrower must notify the
'-,.
Lender by October 17, 2008, in writing (confirmed receipt
required) that the Lender is the apparent winner of the bid,
subject to final council approval. If notification occurs by this
date, the Lender will honor the selected Fixed Interest Rate for a
closing on, or before, November 13, 2008. There will not be a
penalty to the Borrower if notice is made by the indicated date,
but the transaction is not fonnally awarded to the Lender. If the
transaction does not close by November 13, 2008, Lender, at
Lender's sole discretion, may extend the rate lock.
Security:
Amounts due under the Term Loan will be exclusively secured
by a covenant to appropriate in the County's annual budget an
amount from legally available ad valorem revenues not-to-
exceed on quarter (114) mill on all taxable property within the
County. The loan shall be on a parity basis with the Series
2005A Bonds pursuant to the Bond Resolution. The Limited
Ad Valorem Tax pledged to pay debt service on the bonds shall
be levied and collected in each fiscal year (September) ending
September 30, 2009 through 2013 (the "Sunset Period").
Covenants:
A) All matters relating to this loan, including all instruments and documents required, are
subject to SEFL policies and procedures in effect, applicable governmental regulations
and/or statutes, and approval by SEFL's Counsel.
B) Borrower shall submit annual financial statements within 180 days of fiscal year end,
together with an annual budget within 30 days of adoption, together with any other
information SEFL may reasonably request.
C) A written opinion from Borrower's Counsel, in form and substance acceptable to the
SEFL's Counsel, that all documents are valid, binding and enforceable in accordance
with their terms, that execution and delivery of said documents has been duly authorized,
and addressing such other matters as the SEFL's Counsel deem appropriate.
D) The interest rates quoted herein take into consideration a corporate tax rate of 35%. In
the event of a change in the maximum corporate tax rate, the Lender shall have the right
to adjust the interest rate in order to maintain the same after tax yield. .
E) The Lender shall have the right to adjust the tax-exempt interest rate in order to maintain
the same after tax yield if any amendments to existing law are enacted which would
adversely affect the Lender's after tax yield.
F) The Borrower shall comply with and agree to such other covenants, terms, and conditions
that may be reasonably required by the Lender's and its counsel and are customary in
taxable and/or tax exempt financings of this nature. These covenants would include, but
are not to be limited to, covenants regarding compliance with laws and r~ulation,
remedies in the event of default.
"-...
"-...-
,-.
Loan Structure:
Legal:
Expiration:
.
-.
Interest payments on the outstanding principal balance of the Term Lo~n
will be calculated on a 30/360 day-count basis and will be paid
semiannually on January 1 and July I, of each year, beginning July 1,
2009. The principal amount of the Term Loan will be payable annually
January 1 of each year commencing January I, 2010 through January 1,
2013. Funding will be scheduled as the parties may agree.
Borrower to provide all legal document.ation and i>ond counsel approving
opinions and related documents at the expense of the borrower. SEFL
will charge a Document Review fee of $5,500, payable at closing.
Proposal expires in 30 days if not accepted by the Borrower or extended
by Lender. "
Although these provisions, terms and conditions are intended to be comprehensive, they are not
necessarily inclusive of all the anticipated terms that will be applicable to the loan. All of such
terms will be set forth in the fmal, definitive loan documents, and all such terms must be
acceptable to Lender and its counsel. This proposal is contingent upon the accuracy of all facts,
statements and financial information submitted to the Lender by the Borrower and is conditioned
upon the tems outlined above.
"
SunTrust Leasing and SunTrust Bank greatly appreciate the opportunity to provide this financing
proposal and look forward to building on our excellent partnership. Please call if you have any
questions or comments.
Sincerely,
G. Victor Bryson
V.P. - Public Finance Group
SunTrust Equipment Finance and Leasing Corp.
Accepted By:
Collier County, Florida
Name and Title
~
Date
/\
---..
'-
-
.\JI~
. . -=-
SUNTRUST-
October 14, 2008
C9llier County Board of County Commissioners Purchasing Department
3301 Tamiami Trail East, Bldg. "G"
Napl~s, Florida 34112
Attn: Michael F. Hauer, CPPO-CPPB
PurChasing Acquisitions Manager
RE: $20,500,000 "Non Bank Qualified" Limited General Obligation Bond, Series 2008
SunTrust Equipment Finance and Leasing Corporation (SEFL), in cooperation with SunTrust
Bank, is pleased to provide this proposal for $20,500,000 to The County for the refunding of
bonds used for the acquisition of environmentally sensitive lands.
Borrower:
Collier County, Florida
Lender:
SunTrust Equipment Finance and Leasing Corp.
Amount:
$20,500,000
Terms:
Maturity 1/112013
Interest Rates:
OPTION 1: 4.492%
Borrower may prepay in whole or in part at any time, during the
terni. of the loan by giving Lender 30 days advance notice.
OPTION 2: 4.331%
Borrower may prepay the Loan, in whole or in part, by giving
the Lender 30 days advance notice. The Loan may be prepaid by
paying the outstanding principal anfl interest then due plus
103%.
""--
Rate Lock:
In order to hold either Fixed Interest Rate through a closing date
no later than November 13, 2008, the Borrower must notify the
...
-
Lender by October 17, 2008, in writing (confirmed receipt
required) that the Lender is the apparent winner of the bid,
subject to final council approval. If notification occurs by this
date, the Lender will honor the selected Fixed Interest Rate for a
closing on, or before, November 13, 2008. There will not be a
penalty to the Borrower if notice is made by the indicated date,
but the transaction is not formally awarded to the Lender. If the
transaction does not close by November 13, 2008, Lender, at
Lender's sole discretion, may extend the rate lock.
Security:
Amounts due under the Term Loan will be exclusively secured
by a covenant to appropriate in the County's annual budget an
amount from legally avaiJable ad valorem revenues not-to-
exceed on quarter (114) mill on all taxable property within the
County. The loan shall be on a parity basis with the Series
2005A Bonds pursuant to the Bond Resolution. The Limited
Ad Valorem Tax pledged to pay debt service on the bonds shall
be levied and collected in each fiscal year (September) ending
September 30, 2009 through 2013 (the "Sunset Period").
Covenants:
A) All matters relating to this loan, including all instruments and documents required, are
subject to SEFL policies and procedures in effect, applicable governmental regulations
and/or statutes, and approval by SEFL's Counsel.
B) Borrower shall submit annual financial statements within 180 days of fiscal year end,
together with an annual budget within 30 days of adoption, together with any other
information SEFL may reasonably request.
C) A written opinion from Borrower's Counsel, in form and substance acceptable to the
SEFL's Counsel, that all documents are valid, binding and enforceable in accordance
. with their terms, that execution and delivery of said documents has been duly authorized,
and addressing such other matters as the SEFL's Counsel deem appropriate.
D) The interest rates quoted herein take into consideration a corporate tax rate of 35%. In
the event of a change in the maximum corporate tax rate, the Lender shall have the right
to adjust the interest rate in order to maintain the same after tax yield. .
E) The Lender shall have the right to adjust the tax-exempt interest rate in order to maintain
the same after tax yield if any amendments to existing law are enacted which would
adversely affect the Lender's after tax yield.
F) The Borrower shall comply with and agree to such other covenants, terms, and conditions
that may be reasonably required by the Lender's and its counsel and are customary in
taxable and/or tax exempt financings of this nature. These covenants would include, butgare not to be limited to, covenants regarding compliance with laws and r~lation,
remedies in the event of default. .
-.....-
'---'
---- -
f
..
Loan Structure:
Interest payments on the outstanding principal balance of the Term Lo~
will be calculated on a 30/360 day-count basis and will be paid
semiannually on January 1 and July 1, of each year, beginning July 1,
2009. The principal amount of the Term Loan will be payable annually
January 1 of each year commencing January ~. 2010 through January 1,
2013. Funding will be scheduled as the parties may agree.
Legal:
Borrower to provide all legal document.ation and ~ond counsel approving
opinions and related documents at the expense of the borrower. SEFL
will charge a Document Review fee of $5,500, payable at closing.
Expiration:
Proposal expires in 30 days if not accepted by the Borrower or extended
by Lender. "
fO
Although these provisions, terms and conditions are intended to be comprehensive, they are not
necessarily inclusive of all the anticipated terms that will be applicable to the loan. All of such
terms will be set forth in the fmal, definitive loan documents, and all such terms must be
acceptable to Lender and its counsel. This proposal is contingent upon the accuracy of all facts,
statements and financial information submitted to the Lender by the Borrower and is conditioned
upon the temis outlined above.
SunTrust Leasing and SunTrust Bank greatly appreciate the opportunity to provide this financing
. proposal and look forward to building on our excellent partnership. Please call if you have any
questions or comments.
Sincerely,
G. Victor Bryson
V.P. - Public Finance Group
SunTrust Equipment Finance and Leasing Corp.
Accepted By:
Collier County, Florida
"
Name and Title
Date
'--
DECLARATION STATEMENT
BOARD OF COUNTY COMMISSIONERS
Collier County Government Complex
Naples, Florida 34112
RE: RFC 08-5139 -- "Request for Commitment, limited General Obligation Bond, Series
2008 Bank Term Loan"
Dear Commissioners:
The undersigned, as submitter (herein used in the masculine, singular. irrespective of
actual gender and number) declares that he is the only person interested in this RFC or
in the contractual agreement to which this RFC pertains, and that this submission is
made without connection or arrangement with any other person and this submission is
in every respect fair and made in good faith, without collusion or fraud.
The submitter further declares that he has complied in every respect with all the
requirements issued prior to the closing of responses, and that he has satisfied himself
fully relative to all matters and conditions with respect to the general condition of the
contractual agreement to which the RFC pertains.
The submitter puts forth and agrees, if this response is accepted, to execute an
appropriate Collier County document for the purpose of establishing a formal
contractual relationship between him, and Collier County, for the performance of all
requirements to which the RFC pertains. The submitter states that the response is
based upon the documents listed by RFC#08-5139.
'--
(Statement Continued on Next Page)
"--
5T A TEMENT CONTINUED
IN WITNESS WHEREOF I WE have hereunto s!Jbscrib~d our names. on this / ~
of (Je-fd ~"Y , 2008 in the County of 0 rb,/'l,f f!. I in the State of
F 1()~"'Jt . ,/
. fc/nfv}f &Pff/(JI1lH'lr r:~{fnc(J, / L e-~S//Uj (c:/~
Firm's Complete Legal Name' f;/
700 >cJvf t. () ra4fiY I!.~, I /)r!q"kl fi~:/~
~~~ J I I
;2 go I
(City, State, ZIP)
Phone No: 1107- J- J 7" 6g~3
Fax No: 1/117- '2'17- /, 7 d It
day
By: k~~
Typed and ritten Signature
Check one of the following:
~sole Proprietorship /l II
. Corporation or P .A. State of U'
Limited Partnership
D General Partnership
Title
I
************* ****************************************************************************************
ADDITIONAL CONTACT INFORMATION
Send Payments To:
. (REQUIRED ONLY if
Contact Name:
(Company Name used as Payee)
. Title:
(Address)
(City, State, ZIP)
Phone No:
Fax No:
Email address:
Office Servicing Collier County Account /Place Orders/Request Supplies
(REQUIRED ONLY if different from above)
(Address)
Contact Name
Phone No:
· Title
(City, State, ZIP)
Fax No:
Email Address:
---.....
,~-
CONFLICT OF INTEREST AFFIDAVIT
By the signature below, the firm (employees, officers and/or agents). certifies, and
hereby discloses, that, to the best of their knowledge and belief, all relevant facts
. concerning past, present, or currently planned interest or activity (financial, contractual,
organizational, or otherwise) which relates to the proposed work; and bear on whether
the firm (employees, officers and/or agents) has a possible conflict have been fully
disclosed.
Additionally, the firm (employees, officers and/or agents) agrees to immediately notify in
writing the Purchasing/General Services Director, or designee, if any actual or potential
conflict of interest arises during the contract and/or project duration.
? <In /r~r ~1:/!t fhHtFG 11aJty tot,
h/~ /P)!2to1
Y t '71 rP/J
,
Name Printed
C--eal}e
./
1/;/
Title of Person Signing Affidavit
,
State of ~ )
County of )
SUB~CRIBED AND SWORN to before me this \'-rlhaayof DrJoW ,20!L'i
by oA dIif . V .~ & ~ , who is personally known to me to be the
for the FIrm, OR who produced the following identification:
~
Notary Public
My Commission Expires:
jM). !)~ :;Db'
I
...........
MICHElLE ttAGAN
MY COMMISSION' 00 3S7784
EXPIRES: JllIIUIlV 28, 2009
~ '\'hIlI Ndlry PIdc UndIIWI\lIlI
v~
COLLIER COUNTY
OFFICE OF MANAGEMENT & BUDGET
3301 East Tamiami Trail. Naples, Florida 34112. (239) 252-8973eFAX: (239) 252-8828
October 22, 2008
Mr. G. Victor Bryson
Vice President
Public Finance Group
SunTrust Equipment Finance and Leasing Corp.
RE: RFC 08-5139 - "Request for Commitment, Limited General Obligation
Bond, Series 2008 Bank Term Loan"
Dear Mr. Bryson:
This letter is to inform you that SunTrust Equipment Finance and Leasing Corp.
has been determined by Collier County to be the lowest overall cost of borrowing
bidder under RFC 08-5139. Your commitment offer will be recommended, by
staff, to the Board of County Commissioners on November 18, 2008.
During discussions with and email of October 21,2008, to the County's Financial
Advisor, you have agreed to extend your offe"r' of a revised rate of 4.138%,
interest rate option #2, until November 22,2008: The offer is; subject to approval
by the Board .of County Commissioners ,on:November18; 20Q8.
Please be advised that the County will not be subject to any costs or charges
should the Board of County Commissioners fail to accept your commitment.
..........
4
"--
INCUMBENCY CERTIFICATE
We, Tom Henning, Chairman of the Board of County Commissioners of Collier
County, Florida (the "County"), and Derek M. Johnssen, Deputy Clerk of the Board of
County Commissioners of the County, DO HEREBY CERTIFY as follows:
1. The following are now, and have continuously been since the dates of
beginning of their respective current terms shown below, the duly elected, qualified and
acting members of the Board of County Commissioners of Collier County, Florida, and
the dates of the beginning and ending of their respective current terms are hereunder
correctly designated opposite their names:
Member
Beginning Date
of Current Term
Ending Date
of Current Term
James N. Coletta, Jr.
Tom Henning
Donna L. Fiala
Fred W. Coyle
Frank Halas
November, 2008
November, 2008
November, 2008
November, 2006
November, 2006
November, 2012
November, 2012
November, 2012
November, 2010
November, 2010
2. The following are now, and have continuously been since the dates of
beginning of their respective current terms of office shown below, the duly elected or
appointed (as the case may be), qualified and acting officers of the County and the dates
of the beginning and ending of their respective current terms of office are hereunder
correctly designated opposite their names:
Office
Name
Beginning Date
of Current Term
Ending Date
of Current Term
Chairman
Tom Henning
January, 2008
January, 2009
Clerk
Dwight E. Brock
January, 2005
January, 2009
3. To the best of our knowledge, there are no actions, suits or proceedings
pending or threatened against or affecting the County, at law or in equity, or before or by
any governmental authority, that, if adversely determined, would materially impair the
ability of the County to perform the County's obligations under the Resolution or under
the Series 2008 Bond.
4. The financial information concerning the County heretofore delivered to the
--- Bank is complete and correct and fairly presents the financial condition of the County for
'--
the period(s) referred to and has been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the period(s) involved.
There are no liabilities (of the type required to be reflected on balance sheets prepared in
accordance with generally accepted accounting principles), direct or indirect, fixed or
contingent, of the County as of the date of such financial information which are not
reflected therein. There has been no material adverse change in the financial condition or
operations of the County since the date of such information (and to the County's
knowledge no such material adverse change is pending or threatened), and the County
has not guaranteed the obligations of, or made any investment in or loans to, any person
except as disclosed in such information.
5. No event has occurred which would constitute a payment-related event of
default or an event of termination due to a failure to appropriate funds under any debt,
note, revenue bond, lease-purchase, payment agreement, contract or obligation which the
County has issued or entered into during the past ten (10) years.
All terms not otherwise defmed herein shall have the meanings ascribed thereto in
Resolution No. 2004-383 adopted on December 14,2004, as supplemented.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of this 21st day of November, 2008.
. , . , , r I, ~
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r: ~
. .,,\ ::.
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~
issioners of
(SEAL)
,
~
I -,.
/ ~,.
.,
(''''
n =
Chairman, Board of County
Collier Coun , lorida
, .
, ,
" '
,
. "
, I
'1Ifl.
, .
. ' .,~...
~. '0,.' '. . , . ~ . '
'''':-
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t ~ t , . . , t \ l . '
Depu lerk of the Board of County
Commissioners of Collier County, Florida
1:;r7!r::t
Deputy County Attoraey
------
5
.............
SIGNATURE CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY as follows:
1. That we did heretofore cause to be officially executed the obligations
described in Schedule A attached hereto (the "Bond") of Collier County, Florida (the
"County").
2. That Tom Henning, Chairman of the Board of County Commissioners of
Collier County, Florida, has executed the Bond by his manual signature, and that said
Chairman was on the date he signed the Bond and is now the duly chosen, qualified and
acting Chairman of the County.
3. That we have caused the official seal of the County to be imprinted on the
Bond, said seal imprinted hereon being the official seal of the County, and that Dwight E.
Brock, Clerk of the Circuit Court of the County and Ex-Officio Clerk of the Board of
County Commissioners of the County, has caused such seal to be attested by his manual
signature with respect to the Bond, and that said Dwight E. Brock was on the date he
signed the Bond and is now the duly elected and acting Clerk of the County.
4. That the seal which has been impressed on or otherwise reproduced on the
Bond and upon this certificate is the legally adopted, proper and only seal of the County.
.,.~.JN.;~X~INE~S WHEREOF, ,,:e have hereunto set our hands and affixed the
,:~Rftl~i;;rl se,alfb~~,COl.lllty as of this 21 s day of November, 2008.
'<\{~.:~:>\) ;-."":::";' L' ". r (<::\
;\P'~~e.AL):,.,; . .,p". ':;,
;~ -::--', - ',::f""-,:~>"
,:#
Title of Office
Term of Office
Expires
Chairman
January 2009
Clerk
January 2009
'............
~it72'~
o.,.ty CoUDty Attoney
'--
'--
I, Derek M. Johnssen, Deputy Clerk of the Board of County Commissioners of
Collier County, Florida, do hereby certify that the signatures of the officers which appear
above are true and genuine and that I know said officers and know them to hold the
offices set opposite their names.
lerk of the Board of County
issioners of Collier County, Florida
SCHEDULE A
'--- -
$13,244,204
COLLIER COUNTY, FLORIDA
LIMITED GENERAL OBLIGATION BOND
(CONSERVATION COLLIER PROGRAM), SERIES 2008
Date Amortization Interest
(January 1) Installment Rate
2010 $3,067,279 4.138%
2011 3,257,597 4.138
2012 3,390,147 4.138
2013 3,529,181 4.138
'-,-
6
'-~
CERTIFICATE AS TO ARBITRAGE
AND CERTAIN OTHER TAX MATTERS
We, Tom Henning, Chairman of the Board of County Commissioners (the
"Board") of Collier County, Florida (the "County"), and Derek Johnssen, Deputy Clerk of
the Board, being persons duly charged, together with others, with the responsibility for
issuing the $13,244,204 Collier County, Florida Limited General Obligation Bond
(Conservation Collier Program), Series 2008 (the "Series 2008 Bond"), dated as of
November 21,2008, and being issued this day, DO HEREBY CERTIFY that:
1. AUTHORIZATION AND DEFINITIONS. The Series 2008 Bond is
being issued pursuant to the authority contained in Chapter 125, Florida Statutes, Article
VII, Section 12 of the Florida Constitution, Ordinance No. 2004-78 enacted by the
County on December 14, 2004, and other applicable provisions of law and Resolution
No. 2008-383, adopted by the County on December 14, 2004, as supplemented
(collectively, the "Resolution").
The terms defmed in the Resolution shall retain the meanings set forth therein
when used in this Certificate unless the context clearly indicates another meaning is
intended. Other terms used in this Certificate shall have the meanings set forth herein or
in the Internal Revenue Code of 1986, as amended, and the applicable Treasury
Regulations promulgated thereunder and under the Internal Revenue Code of 1954, as
amended (collectively, the "Code"), or in the Arbitrage Rebate Statement attached hereto
as Exhibit A, in each case unless the context clearly indicates another meaning is
intended.
2. PURPOSE. The Series 2008 Bond are being issued for the principal
purposes of (a) financing the costs of the acquisition of environmentally sensitive lands
as more fully described in the Resolution (the "2008 Project") and (b) paying certain
costs of issuance of the Series 2008 Bond.
3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the
facts, estimates and circumstances in existence on the date hereof, I reasonably expect the
following with respect to the Series 2008 Bond and with respect to the proceeds of the
Series 2008 Bond:
(a) NET PROCEEDS.
(i) Total. The amount of proceeds received by the County from the sale
of the Series 2008 Bond (the "Net Proceeds") will be $13,244,204.00.
'- ,-
'-~
(ii) Project Fund Deposit. An amount of the Net Proceeds of the Series
2008 Bond equal to $13,200,000.00 will be deposited to the Project Fund and will
be applied to fmance certain costs of the acquisition of the 2008 Project.
(iv) Costs of Issuance. An amount of the Net Proceeds of the Series
2008 Bond equal to $44,204.00 will be held by the County and will be used within
six months of the date hereof to provide for the payment of the expenses of issuing
the Series 2008 Bond.
(b) NO OVERlSSUANCE. The Net Proceeds of the Series 2008 Bond
($13,244,204.00), less payment of the costs of issuance of $44,204.00 will be
$13,200,000.00 (the "Original Proceeds"). Taking into account other available funds, the
amount of Original Proceeds necessary to pay the costs of the 2008 Project equals or
exceeds $13,200,000.00 plus investment earnings thereon.
(c) AS TO THE 2008 PROJECT.
(i) Project Fund. An amount of the Original Proceeds equal to
$13,200,000 will be deposited in the Project Fund and such amount and the
investment earnings thereon will be used to pay the costs of the 2008 Project.
(ii) Use ofProiect Fund Moneys. The County expects to spend all of the
Original Proceeds of the Series 2008 Bond deposited in the Project Fund and any
investment proceeds related thereto on or before November 20, 2011.
(iii) Binding Obligations. The County has spent or expects, within six
months of the date hereof, to spend (or to enter into binding obligations with third
parties obligating the County to spend) from the Original Proceeds and any
investment proceeds thereon, an amount at least equal to 5% of the costs of the
2008 Project to be financed from such Original Proceeds (including any
capitalized interest) in order to acquire such portion of the 2008 Project.
(iv) Due Diligence. Work on the acquisition of the 2008 Project funded
from the Original Proceeds will proceed with due diligence to the completion
thereof.
(v) Disposal of 2008 Proiect. The 2008 Project is not expected to be
sold or disposed of prior to the maturity date of the Series 2008 Bond, except such
portions as may be disposed of in the normal course of business.
(vi) Reimbursement. The County will not reimburse itself from proceeds
of the Series 2008 Bond for any expenditures made by the County prior to the date
the Series 2008 Bond were issued except for (A) any expenditures that were made
"- /'
2
"-.-
within 60 days prior to the adoption date of Resolution No. 2008-337
(November 18, 2008), and (B) any "preliminary expenditures" authorized to be
reimbursed pursuant to Treasury Regulations Section 1.150-2.
(d) FLOW OF FUNDS.
(i) Sinking Fund. The Limited Ad Valorem Tax levied pursuant to the
Resolution to pay debt service on the Bonds shall be deposited as collected into
the Sinking Fund established under the Resolution. The County has not created
and established, and does not expect to create or establish any fund or account in
connection with the Bonds that is reasonably expected to be used to pay debt
service on the Bonds other than the Sinking Fund. The Sinking Fund will be used
primarily to achieve a proper matching of revenues and debt service within each
bond year and will be depleted at least annually except for a reasonable carryover
amount not to exceed the greater of (A) one year's earnings on amounts in the
Sinking Fund, or (B) one-twelfth of annual debt service on the Bonds. Amounts
deposited in the Sinking Fund will be used to pay debt service on the Bonds within
a thirteen month period beginning on the date of deposit therein.
(e) INVESTMENT EARNINGS. Any and all income received from the
investment of moneys in the Sinking Fund shall be retained in such Fund.
(t) NO OTHER FUNDS OR ACCOUNTS. Other than the Sinking Fund, no
Fund or Account has been established pursuant to any instrument which secures or
otherwise relates to the Bonds.
4. YIELD.
(a) GENERAL. For purposes of this Certificate, bond yield is, and shall be,
calculated in the manner provided in Treasury Regulations Section 1.148-4, and the
provisions therein will be complied with in all respects. The term "bond yield" means,
with respect to a bond, the discount rate that when used in computing the present value of
all the unconditionally payable payments of principal and interest and all the payments
for a qualified guarantee paid and to be paid with respect to the bond produces an amount
equal to the present value of the issue price of the bond. In computing the purchase price
of the Series 2008 Bond, which is equal to the issue price, the County did not take into
consideration the costs of issuance. The purchase price of the Series 2008 Bond,
therefore, is $13,244,204. For purposes hereof, yield is, and shall be, calculated on a
360-day year basis with interest compounded semiannually. As of the date hereof, the
yield on the Series 2008 Bond calculated in the above-described manner is 4.135727%
(the "2008 Bond Yield"). Such yield calculation has been computed for the County by
Public Financial Management Inc., the Financial Advisor for the County ("PFM"). It
',/
3
'--
should be noted, however, that such yield may, under certain circumstances set forth in
the Treasury Regulations, be subject to recalculation.
The purchase price of all obligations other than certain tax-exempt investments
("Taxable Obligations") to which restrictions as to yield or rebate of excess earnings
under this Certificate applies shall be calculated using (i) the price, taking into account
discount, premium, and accrued interest, as applicable, actually paid or (ii) the fair
market value if less than the price actually paid and if such Taxable Obligations were not
purchased directly from the United States Treasury. The County will acquire all such
Taxable Obligations directly from the United States Treasury or in arms length
transactions without regard to any amounts paid to reduce the yield on such Taxable
Obligations. The County will not payor permit the payment of any amounts to reduce
the yield on any Taxable Obligations.
(b) SINKING FUND - DEBT SERVICE. Amounts held in the Sinking Fund
which are set aside for the payment of the principal of and interest on the Series 2008
Bond will be invested without regard to yield restrictions for a period not to exceed 13
months from the date of deposit of such amounts in such Fund. Any amounts not
expended within the period set forth above shall be invested at a yield not in excess of the
2008 Bond Yield.
(c) PROJECT FUND. The amounts on deposit in the Project Fund, including
any investment earnings thereon, shall be invested without regard to yield restrictions for
a period of not to exceed 36 months from the date of deposit therein. Any such amounts
not expended within such period shall be invested at a yield not in excess of the 2008
Bond Yield.
(d) INVESTMENT EARNINGS. All investment earnings on amounts
deposited in the Sinking Fund may be invested without regard to yield restrictions for a
period not to exceed one year from the date of receipt of the amount earned. Any
investment earnings not expended within the applicable period set forth above shall be
subject to yield restrictions.
(e) OTHER FUNDS AND ACCOUNTS. Any other funds and accounts not
described in subsection (b) of this Section 4 may be invested without regard to yield
restrictions.
(f) YIELD REDUCTION PAYMENTS. Any amounts subject to yield
restrictions may be subject to yield reduction payments pursuant to Treasury Regulations
Section 1.148-5( c).
5. FURTHER CERTIFICATIONS. The County will take no action which
would cause the Series 2008 Bond to become Private Activity Bonds (as such term is
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4
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defined in the Code). None of the Gross Proceeds of the Series 2008 Bond will be used
directly or indirectly in any trade or business carried on by any person other than a
governmental unit.
No bonds or other obligations of the County (a) were sold in the 15 days preceding
the date of sale of the Series 2008 Bond or (b) were sold or will be sold within the 15
days after the date of sale of the Series 2008 Bond, pursuant to a common plan of
financing with the plan for the issuance of the Series 2008 Bond and payable out of
substantially the same source of revenues.
The County does not expect that the proceeds of the Series 2008 Bond will be
used in a manner that would cause them to be arbitrage bonds under Section 148 of the
Code. The County does not expect that the proceeds of the Series 2008 Bond will be
used in a manner that would cause the interest on the Series 2008 Bond to be includable
in the gross income of the holder of the Series 2008 Bond under Section 103 of the Code.
6. REBATE. The County has established a Rebate Fund for the Series 2008
Bond and shall deposit moneys therein as required by the terms of the Arbitrage Rebate
Statement attached hereto as Exhibit A. Moneys in the Rebate Fund shall be held in trust
by the County and, subject to the provisions hereof, shall be held for the benefit of the
United States Government as contemplated under the provisions hereof and shall not
constitute part of the trust estate held for the benefit of the holders of the Series 2008
Bond or the County. The County acknowledges and agrees to comply with the terms of
the Arbitrage Rebate Statement attached hereto as Exhibit A.
7. AMENDMENTS. The provisions hereof need not be observed and this
Certificate may be amended or supplemented at any time by the County if, in each case,
the County receives an opinion or opinions of Bond Counsel that the failure to comply
with such provisions will not cause, and that the terms of such amendment or supplement
will not cause, any of the Series 2008 Bond to become arbitrage bonds under Section 148
of the Code, or other applicable section of the Code, or otherwise cause interest on any of
the Series 2008 Bond to become includable in gross income for federal income tax
purposes under the Code.
8. SERIES 2008 BOND NOT FEDERALLY GUARANTEED. Payment
of debt service on the Series 2008 Bond is not directly or indirectly guaranteed in whole
or in part by the United States, within the meaning of Section 149(b) of the Code. None
of the Original Proceeds will be invested directly or indirectly in federally insured
deposits or accounts except for Original Proceeds invested during the applicable
temporary periods described herein until such Original Proceeds are needed for the
purpose for which the Series 2008 Bond are being issued.
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9. SERIES 2008 BOND NOT HEDGE BOND. It is reasonably expected
that not less than 85% of the Original Proceeds will be used to carry out the governmental
purposes of the Series 2008 Bond within three years from the date of its issuance. Not
more than 50% of such Original Proceeds were invested in nonpurpose investments
having a substantially guaranteed yield for four years or more (including but not limited
to any investment contract or fixed yield investment having maturity of four years or
more). The reasonable expectations stated above were not based on and did not take into
account any expectations or assumptions as to the occurrence of changes in market
interest rates or of federal tax. law or regulations or rulings thereunder. These reasonable
expectations were not based on any prepayments of items other than items which are
customarily prepaid.
10. ADDITIONAL COVENANTS. The County further agrees to (a) impose
such limitations on the investment or use of moneys or investments related to the Series
2008 Bond, (b) make such rebate payments to the United States Treasury, (c) maintain
such records, (d) perform such calculations, (e) enter into such agreements, and (f)
perform such other acts as may be necessary under the Code to preserve the exclusion
from gross income for purposes of federal income taxation of interest on the Series 2008
Bond, which it may lawfully do.
11. INFORMATION. The County agrees to file all information statements as
may be required by the Code.
12. VALUATION AND MARKET PRICE RULES. In determining the
amounts on deposit in any fund or account for purposes of this Certificate, the purchase
price of the obligations, including accrued interest, shall be added together, and adding to
or subtracting from such purchase prices any discount, computed ratably on an annual
basis. With respect to any amounts required to be restricted as to yield, the "market price
rules" set forth in Exhibit A attached hereto shall apply.
13. NO REPLACEMENT. No portion of the amounts received from
issuance, conversion, sale or remarketing of the Series 2008 Bond will be used as a
substitute for other funds which were otherwise to be used for the purposes for which the
Series 2008 Bond are being issued, and which have been or will be used to acquire,
directly or indirectly, obligations producing a yield in excess of the 2008 Bond Yield.
The weighted average maturity of the Series 2008 Bond does not exceed 120% of the
average reasonably expected economic life of the 2008 Project.
14. RELIANCE. The County has relied on certain representations made by
Public Financial Management, Inc. in its certificate attached hereto as Exhibit B. The
County is not aware of any facts or circumstances that would cause it to question the
accuracy of such representations.
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15. NO ADVERSE ACTION. The County has neither received notice that its
Certificate may not be relied upon with respect to its issues, nor has it been advised that
any adverse action by the Commissioner of Internal Revenue Service is contemplated.
To the best of our knowledge and belief there are no facts, estimates or
circumstances other than those expressed herein that materially affect the expectations
herein expressed, and, to the best of my knowledge and belief, the County's expectations
are reasonable. I further represent that the County expects and intends to be able to
comply with the provisions and procedures set forth herein, including Section 148 of the
Code.
IN WITNESS WHEREOF, we have hereunto set our hands as of the 21st day of
November, 2008.
COLLIER COUNTY, FLORIDA
ty Commissioners
lerk of the Board of County
ISSlOners
~toron"~r
tI- I( ~ { -
Deputy County Attorney
,~
7
EXHffiIT A
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ARBITRAGE REBATE STATEMENT
This Arbitrage Rebate Statement ("Statement") is intended to set forth certain
duties and requirements necessary for compliance with Section 148(f) of the Code to the
extent necessary to preserve the tax-exempt treatment of interest on the $13,244,204
Collier County, Florida Limited General Obligation Bond (Conservation Collier
Program), Series 2008 (the "Series 2008 Bond"). This Statement is based upon Section
148(f) of the Code and by analogy, to the Regulations. However, it is not intended to be
exhaustive.
Since the requirements of such Section 148(f) are subject to amplification and
clarification, it may be necessary to supplement or modify this Statement from time to
time to reflect any additional or different requirements of such Section and the
Regulations or to specify that action required hereunder is no longer required or that
some further or different action is required to maintain or assure the exemption from
federal income tax of interest with respect to the Series 2008 Bond.
For purposes hereof, any covenant relating to a fund, account or subaccount
established under the Resolution shall be deemed to apply only to that portion of such
fund, account or subaccount allocable to the Series 2008 Bond.
SECTION 1. TAX COVENANTS. Pursuant to the Resolution, the County
has made certain covenants designed to assure that the interest with respect to the Series
2008 Bond is and shall remain excludable from gross income for purposes of federal
income taxation. The County shall not, directly or indirectly, use or permit the use of any
proceeds of the Series 2008 Bond or any other funds or take or omit to take any action
that would cause the Series 2008 Bond to be "arbitrage bonds" within the meaning of
Section 148 of the Code or that would cause interest on the Series 2008 Bond to be
included in gross income for federal income tax purposes under the provisions of the
Code. The County shall comply with all other requirements as shall be determined by
Bond Counsel to be necessary or appropriate to assure that interest on the Series 2008
Bond will be excludable from gross income for purposes of federal income taxation. To
that end, the County shall comply with all requirements of Section 148 of the Code to the
extent applicable to the Series 2008 Bond.
SECTION 2. DEFINITIONS. Capitalized terms used herein, not
otherwise defined herein, shall have the same meanings set forth in the Resolution and in
the County's Certificate as to Arbitrage and Certain Other Tax Matters relating to the
Series 2008 Bond.
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"Bond Counsel" means Nabors, Giblin & Nickerson, P.A., Tampa, Florida or
such other firm of nationally recognized bond counsel as may be selected by the County.
"Bond Year" means anyone-year period (or shorter period from the Issue Date)
ending on the close of business on the day preceding the anniversary of the Issue Date.
"Code" means the Internal Revenue Code of 1986, as amended.
"Computation Date" means each date selected by the County as a computation
date pursuant to Section 1.148-3(e) of the Regulations and the Final Computation Date.
"Fair Market Value" means, when applied to a Nonpurpose Investment, the Fair
Market Value of such Investment as determined in accordance with Section 4 hereof.
"Final Computation Date" means the date the Series 2008 Bond are discharged.
"Gross Proceeds" means, with respect to the Series 2008 Bond:
(1) Amounts constituting Sale Proceeds of the Series 2008 Bond.
(2) Amounts constituting Investment Proceeds ofthe Series 2008 Bond.
(3) Amounts constituting Transferred Proceeds of the Series 2008 Bond.
(4) Other amounts constituting Replacement Proceeds of the Series
2008 Bond, including Pledged Moneys.
"Investment Proceeds" means any amounts actually or constructively received
from investing proceeds of the Series 2008 Bond.
"Investment Property" shall have the meaning as ascribed to such term in
Section 148(b)(2) of the Code, which includes any security, obligation or other property
held principally as a passive vehicle for the production of income, within the meaning of
Section 1.148-1 (e) of the Regulations.
"Issue Date" means November 21,2008.
"Net Proceeds" means Sale Proceeds, less the portion of such Proceeds invested
in a reasonably required reserve or replacement fund under the Code.
"Nonpurpose Investment" means any Investment Property in which Gross
Proceeds are invested which is not an investment that is acquired to carry out the
governmental purpose of the Series 2008 Bond, e.g., obligations acquired with Gross
Proceeds that are invested temporarily until needed for the governmental purpose of the
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15. NO ADVERSE ACTION. The County has neither received notice that its
Certificate may not be relied upon with respect to its issues, nor has it been advised that
any adverse action by the Commissioner of Internal Revenue Service is contemplated.
To the best of our knowledge and belief there are no facts, estimates or
circumstances other than those expressed herein that materially affect the expectations
herein expressed, and, to the best of my knowledge and belief, the County's expectations
are reasonable. I further represent that the County expects and intends to be able to
comply with the provisions and procedures set forth herein, including Section 148 of the
Code.
IN WITNESS WHEREOF, we have hereunto set our hands as of the 21st day of
November, 2008.
COLLIER COUNTY, FLORIDA
By:
Chairman, Board of County Commissioners
By:
Deputy Clerk of the Board of County
Commissioners
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Series 2008 Bond, that are used to discharge a prior issue, or that are invested in a
reasonably required reserve or replacement fund, as referenced in Section 1.148-1(b) of
the Regulations.
"Nonpurpose Payments" shall include the payments with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(1)(i)-(v) of the Regulations.
"Nonpurpose Receipts" shall include the receipts with respect to Nonpurpose
Investments specified in Section 1.148-3(d)(2)(i)-(iii) of the Regulations.
"Pledged Moneys" means moneys that are reasonably expected to be used
directly or indirectly to pay debt service on the Series 2008 Bond or as to which there is a
reasonable assurance that such moneys or the earnings thereon will be available directly
or indirectly to pay debt service on the Series 2008 Bond if the County encounters
financial difficulties.
"Pre-Issuance Accrued Interest" means amounts representing interest that has
accrued on an obligation for a period of not greater than one year before its issue date but
only if those amounts are paid within one year after the Issue Date.
"Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred
Proceeds of the Bonds.
"Qualified Administrative Costs" means reasonable, direct administrative costs,
other than carrying costs, such as separately stated brokerage and selling commissions
that are comparable to those charged nongovernmental entities in transactions not
involving tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping,
custody or similar costs. In addition, with respect to a guaranteed investment contract or
investments purchased for a yield restricted defeasance escrow, such costs will be
considered reasonable if (1) the amount of the fee the County treats as a Qualified
Administrative Cost does not exceed the lesser of (a) $34,000 (for calendar year 2008), or
(b) the greater of (x) .2% of the "computational base", or (y) $3,000; and (2) the County
does not treat as Qualified Administrative Costs more than $95,000 (for calendar year
2008) in brokers' commissions or similar fees with respect to all guaranteed investment
contracts and investments for yield restricted defeasance escrows purchased with Gross
Proceeds of the issue. For purposes of this definition only, "computational base" shall
mean, with respect to guaranteed investment contracts, the amount of Gross Proceeds the
County reasonably expects, as of the date the contract is acquired, to be deposited in the
guaranteed investment contract over the term of the contract and for investments other
than guaranteed investment contracts, "computational base" shall mean the amount of
Gross Proceeds initially invested in such investments. The above-described safe harbor
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dollar amounts shall be increased each calendar year for cost-of-living adjustments
pursuant to Section 1. 148-5(e) of the Regulations.
"Rebatable Arbitrage" means, as of any Computation Date, the excess of the
future value of all Nonpurpose Receipts over the future value of all Nonpurpose
Payments.
"Rebate Fund" means the Rebate Fund established pursuant to the Resolution
and described in Section 3 hereof.
"Regulations" means Treasury Regulations Sections 1.148-0 through 1.148-11,
1.149(b)-1 and (d)-I, and 1.150-0 through 1.150-2, as amended, and any regulations
amendatory, supplementary or additional thereto.
"Replacement Proceeds" means amounts that have a sufficiently direct nexus to
the Series 2008 Bond or to the governmental purpose of the Series 2008 Bond to
conclude that the amounts would have been used for that governmental purpose if the
Proceeds of the Series 2008 Bond were not used or to be used for that governmental
purpose. For this purpose, governmental purposes include the expected use of amounts
for the payment of debt service on a particular date. The mere availability or preliminary
earmarking of amounts for a governmental purpose, however, does not in itself establish
a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement
Proceeds include, but are not limited to, amounts held in a sinking fund or a pledged
fund. For these purposes, an amount is pledged to pay principal of or interest on the
Series 2008 Bond if there is reasonable assurance that the amount will be available for
such purposes in the event that the County encounters [mancial difficulties.
"Sale Proceeds" means any amounts actually or constructively received by the
County from the sale of the Series 2008 Bond, including amounts used to pay
underwriters' discount or compensation and interest other than Pre-Issuance Accrued
Interest. Sale Proceeds shall also include, but are not limited to, amounts derived from
the sale of a right that is associated with a Series 2008 Bond and that is described in
Section 1.148-4(b)( 4) of the Regulations.
"Tax-Exempt Investment" means (i) an obligation the interest on which is
excluded from gross income pursuant to Section 103 of the Code, (ii) United States
Treasury-State and Local Government Series, Demand Deposit Securities, and (iii) stock
in a tax-exempt mutual fund as described in Section 1.150-1(b) of the Regulations. Tax-
Exempt Investment shall not include a specified private activity bond as defined in
Section 57(a)(5)(C) of the Code. For purposes of this Statement, a tax-exempt mutual
fund includes any regulated investment company within the meaning of Section 851 ( a) of
the Code meeting the requirements of Section 852(a) of the Code for the applicable
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taxable year; having only one class of stock authorized and outstanding; investing all of
its assets in tax-exempt obligations to the extent practicable; and having at least 98% of
(1) its gross income derived from interest on, or gain from the sale of or other disposition
of, tax-exempt obligations or (2) the weighted average value of its assets represented by
investments in tax-exempt obligations.
"Transferred Proceeds" shall have the meaning provided therefor in Section
1.148-9 of the Regulations.
"Universal Cap" means the value of all then outstanding Series 2008 Bond.
"Value" (of a Series 2008 Bond) means with respect to a Series 2008 Bond
issued with not more than two percent original issue discount or original issue premium,
the outstanding principal amount, plus accrued unpaid interest; for any other Series 2008
Bond, its present value.
"Value" (of an Investment) shall have the following meaning in the following
circumstances:
(1) General Rules. Subject to the special rules in the following paragraph, an
issuer may determine the value of an investment on a date using one of the following
valuation methods consistently applied for all purposes relating to arbitrage and rebate
with respect to that investment on that date:
( a) an investment with not more than two percent original issue discount
or original issue premium may be valued at its outstanding stated principal
amount, plus accrued unpaid interest on such date;
(b)
date; and
a fixed rate investment may be valued at its present value on such
(c)
an investment may be valued at its Fair Market Value on such date.
(2) Special Rules. Yield restricted investments are to be valued at present
value provided that (except for purposes of allocating Transferred Proceeds to an issue,
for purposes of the Universal Cap and for investments in a commingled fund other than a
bona fide debt service fund unless it is a certain commingled fund):
(a) an investment must be valued at its Fair Market Value when it is first
allocated to an issue, when it is disposed of and when it is deemed acquired or
deemed disposed of, and provided further that;
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A-5
(b) in the case of Transferred Proceeds, the Value of a Nonpurpose
Investment that is allocated to Transferred Proceeds of a refunding issue on a
transfer date may not exceed the Value of that investment on the transfer date used
for purposes of applying the arbitrage restrictions to the refunded issue.
"Yield on the Series 2008 Bond," "2008 Bond Yield" or "Bond Yield" means,
for all Computation Dates, the Yield expected as of the date hereof on the Series 2008
Bond over the term of such Series 2008 Bond computed by:
(1) using as the purchase price of the Series 2008 Bond, the amount at which
such Series 2008 Bond were sold to the public within the meaning of Sections 1273 and
1274 of the Code; and
(2) assuming that all of the Series 2008 Bond will be paid at their scheduled
maturity dates or in accordance with any mandatory redemption requirements.
"Yield" means, generally, the discount rate which, when used in computing the
present value of all the unconditionally payable payments of principal and interest on an
obligation and all the payments for qualified guarantees paid and to be paid with respect
to such obligation, produces an amount equal to the present value of the issue price of
such obligation. Present value is computed as of the date of issue of the obligation.
There are, however, many additional specific rules contained in the Regulations which
apply to the calculation and recalculation of yield for particular obligations and such rules
should be consulted prior to calculating the yield for the Series 2008 Bond on any
Computation Date. Yield shall be calculated on a 360-day year basis with interest
compounded semi-annually. For this purpose the purchase price of a Nonpurpose
Investment or a Tax-Exempt Investment is its Fair Market Value, as determined pursuant
to Section 4 of this Statement, as of the date that it becomes allocated to Gross Proceeds
of the Series 2008 Bond.
SECTION 3.
REBATE REQUIREMENTS.
(a) The County shall pay to the United States Government at the times and in
the amounts determined hereunder, the Rebatable Arbitrage. For purposes of
determining the Rebatable Arbitrage, the County shall cause the calculations to be made
by competent tax counselor other financial or accounting advisors or persons to ensure
correct application of the rules contained in the Code and the Regulations relating to
arbitrage rebate.
(b) Pursuant to the Resolution, there has been established an account separate
from any other fund or account established and maintained under the Resolution
designated the "Rebate Fund." The County or its designated agent shall administer the
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Rebate Fund and continuously invest all amounts held in the Rebate Fund in Federal
Securities (as defined in the Resolution) or Tax-Exempt Investments.
(c) Within 30 days after any Computation Date, the County shall calculate or
cause to be calculated the Rebatable Arbitrage or any penalty due pursuant to Section 3(f)
hereof. Immediately following such calculations, but in no event later than 60 days
following the Computation Date (90 days in the case of any penalty payment due
pursuant to Section 3(f) hereof), the County shall remit an amount which when added to
the future value of previous rebate payments shall not be less than 90% (100% with
respect to the Computation Date on the final repayment or retirement of the Series 2008
Bond) of the Rebatable Arbitrage or 100% of any penalty due pursuant to Section 3(f)
hereof as of the applicable Computation Date.
Each payment shall be accompanied by Internal Revenue Service Form 8038- T.
(d) The obligation to pay Rebatable Arbitrage to the United States, as described
herein, shall be treated as satisfied with respect to the Series 2008 Bond if (i) Gross
Proceeds are expended for the governmental purpose of the Series 2008 Bond by no later
than the date which is six months after the Issue Date and if it is not anticipated that any
other Gross Proceeds will arise during the remainder of the term of the Series 2008 Bond
and (ii) the requirement to pay Rebatable Arbitrage, if any, to the United States with
respect to the portion of the Reserve Account allocable to the Series 2008 Bond is met.
For purposes of the preceding sentence, Gross Proceeds do not include (i) amounts
deposited in a bona fide debt service fund, so long as the funds therein constitute bona
fide debt service funds, or a reasonably required reserve or replacement fund (meeting the
requirements of Section 1.148-2(f) of the Regulations), (ii) amounts that, as of the Issue
Date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds
after the date which is six months after the Issue Date, (iii) amounts representing Sale or
Investment Proceeds derived from any Purpose Investment (as defmed in Section 1.148-1
of the Regulations) and earnings on those payments, and (iv) amounts representing any
repayments of grants (as defined in Section 1.148-6(d)(4) of the Regulations). If Gross
Proceeds are in fact expended by such date, then, except as to the Reserve Account,
Rebatable Arbitrage with respect to such Gross Proceeds need not be calculated and no
payment thereof to the United States Department of Treasury need be made. Use of
Gross Proceeds to redeem the Series 2008 Bond shall not be treated as an expenditure of
such Gross Proceeds.
Notwithstanding the foregoing, if Gross Proceeds which were reasonably expected
to be Gross Proceeds on the Issue Date actually become available after the date which is
six months after the Issue Date, then the requirements described herein relating to the
calculation of Rebatable Arbitrage and the payment thereof to the United States must be
satisfied, except that no such calculation or payment need be made with respect to the
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initial six-month period. Any other amounts not described in this Section 3(d) which
constitute proceeds of the Series 2008 Bond, other than a bona fide debt service fund,
will be subject to rebate.
(e) As an alternative to Section 3( d) above, the obligation of the County to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Series 2008 Bond if (i) the rebate requirement is met for all proceeds
of the Series 2008 Bond other than Gross Proceeds (as defined in Section 3(d) hereot)
and (ii) the Gross Proceeds are expended for the governmental purposes of the issue
within the periods set forth below:
(i) at least 15% of such Gross Proceeds are spent within the six-month
period beginning on the Issue Date;
(ii) at least 60% of such Gross Proceeds are spent within the I-year
period beginning on the Issue Date; and
(iii) at least 100% of such Gross Proceeds are spent within the I8-month
period beginning on the Issue Date.
As set forth in Section l.I48-7(d)(2) of the Regulations, for purposes of the
expenditure requirements set forth in this Section 3( e), 100% of the Gross Proceeds Issue
shall be treated as expended for the governmental purposes of the issue within the 18-
month period beginning on the Issue Date if such requirement is met within the 30-month
period beginning on the Issue Date and such requirement would have been met within
such I8-month period but for a reasonable retainage (not exceeding 5% of the Net
Proceeds of the Series 2008 Bond). If Gross Proceeds are in fact expended by such dates,
then Rebatable Arbitrage need not be calculated and no payment thereof to the United
States Department of Treasury need be made. Any failure to satisfy the final spending
requirement shall be disregarded if the County exercises due diligence to complete the
project fmanced by the Series 2008 Bond and the amount of the failure does not exceed
the lesser of (i) 3% of the issue price of the Series 2008 Bond or (ii) $250,000. Use of
Gross Proceeds to redeem the Series 2008 Bond shall not be treated as an expenditure of
such Gross Proceeds. For purposes of this Section 3(e), "Gross Proceeds" shall be
L
modified as described in Section 3 (d) above.
THE FOLLOWING PARAGRAPH (1) SHALL NOT APPLY WITH
RESPECT TO THE SERIES 2008 BOND.
(t) As an alternative to Sections 3(d) and (e) above, the obligation to pay
Rebatable Arbitrage to the United States, as described herein, shall be treated as satisfied
with respect to the Series 2008 Bond if the Available Construction Proceeds (as defined
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in Section 148(t)(4)(c)(vi) of the Code and described below) are expended for the
governmental purposes of the issue within the periods set forth below:
(i) at least 10% of such Available Construction Proceeds are spent
within the six-month period beginning on the Issue Date;
(ii) at least 45% of such Available Construction Proceeds are spent
within the I-year period beginning on the Issue Date;
(iii) at least 75% of such Available Construction Proceeds are spent
within the eighteen-month period beginning on the Issue Date; and
(iv) at least 100% of such Available Construction Proceeds are spent
within the 2-year period beginning on the Issue Date.
For purposes of this Section 3(t), the term Available Construction Proceeds means the
Net Proceeds of the Series 2008 Bond, increased by earnings on such Net Proceeds, and
earnings on all of the foregoing earnings, and reduced by the amount of such Net
Proceeds deposited to the Reserve Account and amounts used to pay issuance costs. Any
amounts which constitute proceeds of the Series 2008 Bond other than Available
Construction Proceeds and amounts on deposit in a bona fide debt service fund will be
subject to rebate.
As set forth in Section 148(t)(4)(C)(iii) of the Code, for purposes of the
expenditure requirements set forth in this Section 3(t), 100% of Available Construction
Proceeds of the Series 2008 Bond shall be treated as expended for the governmental
purposes of the issue within the 2-year period beginning on the Issue Date if such
requirement is met within the 3-year period beginning on the Issue Date and such
requirement would have been met within such 2-year period but for a reasonable
retainage (not exceeding 5% of the Net Proceeds of the Series 2008 Bond). Use of
Available Construction Proceeds to redeem the Series 2008 Bond shall not be treated as
an expenditure of such Proceeds.
Any failure to satisfy the final spending requirement shall be disregarded if the
County exercises due diligence to complete the project financed by the Series 2008 Bond
and the amount of the failure does not exceed the lesser of (i) 3% of the issue price of the
Series 2008 Bond or (ii) $250,000.
For purposes of Section 148(t)(4)(C)(vii) of the Code, in the event the County fails
to meet the expenditure requirements referred to above, the County may elect to pay, in
lieu of the Rebatable Arbitrage otherwise required to be paid with respect to such Gross
Proceeds, a penalty with respect to the close of each 6-month period after the Issue Date
equal to 1.5% of the amount of the Available Construction Proceeds of the Series 2008
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Bond which, as of the close of such period, are not spent as required by the expenditure
provisions set forth above. The penalty referred to above shall cease to apply only after
the Series 2008 Bond (including any refunding bonds issued with respect thereto) are no
longer outstanding. The County makes no election in regard to the above-described
penalty .
In order to qualify for the exemption from the obligation to pay Rebatable
Arbitrage to the United States pursuant to this Section 3(f), at least 75% of the Available
Construction Proceeds must be used for construction expenditures (as defined in Section
1.148-7(g) of the Regulations) with respect to property which is owned by a
governmental unit or an organization described in Section 50 I (c )(3) of the Code. The
term "construction" includes reconstruction and rehabilitation of existing property and
rules similar to the rules of Section 142(b)(1)(B) of the Code shall apply. If only a
portion of an issue is to be used for construction expenditures, such portion and the other
portion of such issue may, at the election of the issuer, be treated as separate issues for
purposes of this Section 3(f) (although the remaining portion may not be entitled to the
benefits of Section 3( d) hereof). The County does not elect to treat any portion of the
Series 2008 Bond as a separate issue.
(g) The County shall keep proper. books of records and accounts containing
complete and correct entries of all transactions relating to the receipt, investment,
disbursement, allocation and application of the moneys related to the Series 2008 Bond,
including moneys derived from, pledged to, or to be used to make payments on the Series
2008 Bond. Such records shall, at a minimum, be adequate to enable the County or its
consultants to make the calculations for payment of Rebatable Arbitrage as required by
this Statement. The records required to be maintained under this Section 3(g) shall be
retained by the County until six years after the retirement of the last obligation of the
Series 2008 Bond or for such other period as the United States Treasury may by
regulations otherwise provide. Such records shall at least specify the account or fund to
which each investment (or portion thereof) is to be allocated and shall set forth, in the
case of each investment security, (i) its purchase price (including the amount of accrued
interest to be stated separately), (ii) identifying information, including par amount,
coupon rate, and payment dates, (iii) the amount received at maturity or its sale price, as
the case may be, including accrued interest, (iv) the amounts and dates of any payments
made with respect thereto, (v) the dates of acquisition and disposition or maturity, (vi) the
amount of original issue discount or premium (if any), (vii) the frequency of periodic
payments (and actual dates and amounts of receipts), (viii) the period of compounding,
(ix) the transaction costs (e.g., commissions) incurred in acquiring, carrying or disposing
of the Nonpurpose Investments, and (x) market price data sufficient to establish that the
purchase price (disposition price) was not greater than (less than) the arm's-length price
(see Section 4 below) on the date of acquisition (disposition) or, if earlier, on the date of a
binding contract to acquire (dispose of) such Nonpurpose Investment.
---... .
A-IO
,--
SECTION 4. MARKET PRICE RULES. Except as provided below, the
County agrees to comply with the requirements relating to the "Fair Market Value" of
acquired Nonpurpose Investments, as defined in Section 1.148-5(d) of the Regulations
("Fair Market Value"). All investments required to be made pursuant to this Statement
shall be made to the extent permitted by law. In this regard, the County agrees, among
other things, that it will not acquire or cause to be acquired a Nonpurpose Investment (or
any other investment acquired with Gross Proceeds or on deposit in the Rebate Fund) for
a price in excess of its Fair Market Value or sell any such investment at a price
(determined without any reduction for transaction costs) less than its Fair Market Value,
except as provided below. For this purpose, the following rules shall apply:
(a) Established securities markets. Except as otherwise provided below, any
market especially established to provide a security or obligation to an issuer of municipal
obligations shall not be treated as an established market and shall be rebuttably presumed
to be acquired or disposed of for a price that is not its Fair Market Value.
(b) Arm's-length price. Any transaction in which a Nonpurpose Investment is
directly purchased with Gross Proceeds, or in which a Nonpurpose Investment allocable
to Gross Proceeds is disposed of, shall be undertaken in an arm's-length manner, and no
amount shall be paid to reduce the yield on the Nonpurpose Investment.
(c) Safe harbor for establishing Fair Market Value for guaranteed investment
contracts and Nonpurpose Investments purchased for a yield restricted defeasance
escrow. In the case of a guaranteed investment contract or Nonpurpose Investments
purchased for a yield restricted defeasance escrow, the purchase price shall not be
considered to be an arm's-length price unless all the following conditions are met:
(i) The County makes a bona fide solicitation ("Bona Fide Solicitation")
for the purchase of the investment that satisfies all of the following requirements:
(1) The bid specifications are in writing and are timely forwarded
to potential providers;
(2) The bid specifications include all terms of the bid that may
directly or indirectly affect the yield or the cost of the investment;
(3) The bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential
provider did not consult with any other potential provider about its bid, that
the bid was determined without regard to any other formal or informal
agreement that the potential provider has with the County or any other
person (whether or not in connection with the bond issue), and that the bid
"-'-"
A-ll
"'--- -
is not being submitted solely as a courtesy to the County or any other
person for purposes of satisfYing these requirements;
(4) The terms of the bid specifications are such that there is a
legitimate business purpose for each term other than to increase the
purchase price or reduce the yield of the investment (e.g., for solicitations
of Nonpurpose Investments for a yield restricted defeasance escrow, the
hold firm period must be no longer than the County reasonably requires);
(5) For purchases of guaranteed investment contracts only, the
terms of the solicitation take into account the County's reasonably expected
deposit and draw down schedule for the amounts to be invested;
(6) All potential providers have an equal opportunity to bid (e.g.,
no potential provider is given the opportunity to review other bids before
providing a bid); and
(7) At least three providers are solicited for bids that have an
established industry reputation as a competitive provider of the type of
investments being purchased.
(ii) The bids received by the County must meet all of the following
requirements:
(1) The County receives at least three bids from providers that
the County solicited under a Bona Fide Solicitation and that do not have a
material financial interest in the issue. A lead underwriter in a negotiated
underwriting transaction is deemed to have a material [mancial interest in
the issue until 15 days after the issue date of the issue. In addition, any
entity acting as a financial advisor with respect to the purchase of the
investment at the time the bid specifications are forwarded to potential
providers has a material financial interest in the issue. A provider that is a
related party to a provider that has a material financial interest in the issue
is deemed to have a material [mancial interest in the issue.
(2) At least one of the three bids described in paragraph (c) (ii)(I)
above is from a provider that has an established industry reputation as a
competitive provider of the type of investments being purchased; and
(3) If the County uses an agent to conduct the bidding process,
the agent did not bid to provide the investment.
(iii) The winning bid must meet the following requirements:
---
A-12
'''--'
(I) Guaranteed investment contracts. If the investment is a
guaranteed investment contract, the winning bid is the highest yielding
bona fide bid (determined net of any broker's fees).
(2) Other Nonpurpose Investments. If the investment is not a
guaranteed investment contract, the following requirements are met:
(A) The winning bid is the lowest cost bona fide bid
(including any broker's fees). The lowest bid is either the lowest
cost bid for the portfolio or, if the County compares the bids on an
investment-by-investment basis, the aggregate cost of a portfolio
comprised of the lowest cost bid for each investment. Any payment
received by the County from a provider at the time a guaranteed
investment contract is purchased (e.g., an escrow float contract) for a
yield restricted defeasance escrow under a bidding procedure
meeting these requirements is taken into account in determining the
lowest cost bid.
(B) The lowest cost bona fide bid (including any broker's
fees) is not greater than the cost of the most efficient portfolio
comprised exclusively of State and Local Government Series
Securities from the United States Department of the Treasury,
Bureau of Public Debt. The cost of the most efficient portfolio of
State and Local Government Series Securities is to be determined at
the time that bids are required to be submitted pursuant to the terms
of the bid specifications. If such State and Local Government Series
Securities are not available for purchase on the day that bids are
required to be submitted because sales of those securities have been
suspended, the cost comparison described in this paragraph is not
required.
(iv) The provider of the investments or the obligor on the guaranteed
investment contract certifies the administrative costs that it pays (or expects to
pay) to third parties in connection with supplying the investment.
(d) The County shall retain certificates and records documenting compliance
with the above requirements until three years after the last outstanding Series 2008 Bond
is redeemed including, but not limited to, the following:
(i) For purchases of guaranteed investment contracts, a copy of the
contract, and for purchases of Nonpurpose Investments other than guaranteed
investment contracts, the purchase agreement or confirmation;
---
A-13
'---~
(ii) The receipt or other record of the amount actually paid by the
County for the investments, including a record of any administrative costs paid by
the County and the certification required in paragraph (c)(iv) above;
(iii) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results;
(iv) The bid solicitation form and, if the terms of the purchase agreement
or the guaranteed investment contract deviated from the bid solicitation form or a
submitted bid is modified, a brief statement explaining the deviation and stating
the purpose for the deviation; and
(v) For purchase of Nonpurpose Investments other than guaranteed
investment contracts, the cost of the most efficient portfolio of State and Local
Government Series Securities, determined at the time that the bids were required
to be submitted.
SECTION 5. MODIFICATION UPON RECEIPT OF BOND
COUNSEL OPINION. Notwithstanding any provision of this Statement, if the County
shall receive an opinion of Bond Counsel that any specified action required under this
Statement is no longer required or that some further or different action is required to
maintain or assure the exclusion from federal gross income of interest with respect to the
Series 2008 Bond, the County may conclusively rely on such opinion in complying with
the requirements of this Statement and the covenants herein shall be deemed to be
modified to that extent. This Statement shall be amended or modified by the parties
hereto in any manner which is necessary to comply with such regulations as may be
promulgated by the United States Treasury Department from time to time.
SECTION 6. ACCOUNTING FOR GROSS PROCEEDS. In order to
perform the calculations required by the Code and the Regulations, it is necessary to track
the investment and expenditure of all Gross Proceeds. To that end, the County must
adopt reasonable and consistently applied methods of accounting for all Gross Proceeds.
Appendix I hereto sets forth a description of the required allocation and accounting rules
with which the County agrees to comply.
SECTION 7. ADMINISTRATIVE COSTS OF INVESTMENTS.
Except as otherwise provided in this Section 7, an allocation of Gross Proceeds to a
payment or receipt on a Nonpurpose Investment is not adjusted to take into account any
costs or expenses paid, directly or indirectly, to purchase, carry, sell or retire the
Nonpurpose Investment (administrative costs). Thus, administrative costs generally do
not increase the payments for, or reduce the receipts from, Nonpurpose Investments.
_.-
A-14
----'
In determining payments and receipts on Nonpurpose Investments, Qualified
Administrative Costs are taken into account by increasing payments for, or reducing the
receipts from, the Nonpurpose Investments. Qualified Administrative Costs are
reasonable, direct administrative costs, other than carrying costs, such as separately stated
brokerage or selling commissions, but not legal and accounting fees, recordkeeping,
custody and similar costs. General overhead costs and similar indirect costs of the
County such as employee salaries and office expenses and costs associated with
computing Rebatable Arbitrage are not Qualified Administrative Costs.
Allocation and accounting rules are provided in Appendix I attached hereto.
-......-
A-I5
APPENDIX I
ALLOCATION AND ACCOUNTING RULES
(a) General Rule. Any issuer may use any reasonable, consistently applied
accounting method to account for Gross Proceeds, investments and expenditures of an
issue. An accounting method is "consistently applied" if it is applied uniformly within a
Fiscal Period (as hereinafter defmed) and between Fiscal Periods to account for Gross
Proceeds of an issue and any amounts that are in a commingled fund.
(b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only
one issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as
Proceeds only when those amounts (i) are allocated to an expenditure for a governmental
purpose; (ii) are allocated to Transferred Proceeds of another issue of obligations; or (iii)
cease to be allocated to that issue at retirement of the issue or under the Universal Cap.
( c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of
a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for
that Nonpurpose Investment in an amount greater than, or to a receipt from that
Nonpurpose Investment in an amount less than, the Fair Market Value of the Nonpurpose
Investment as of the purchase or sale date. The Fair Market Value of a Nonpurpose
Investment is adjusted to take into account Qualified Administrative Costs allocable to
the investment. Thus, Qualified Administrative Costs increase the payments for, or
decrease the receipts from, a Nonpurpose Investment.
(d) Allocation of Gross Proceeds to Expenditures. Reasonable accounting
methods for allocating funds from different sources to expenditures for the same
governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first"
method, a "first-in-first-out" method or a ratable allocation method, so long as the method
used is consistently applied. An allocation of Gross Proceeds of an issue to an
expenditure must involve a current outlay of cash for a governmental purpose of the
issue. A current outlay of cash means an outlay reasonably expected to occur not later
than five banking days after the date as of which the allocation of Gross Proceeds to the
expenditure is made.
(e) Commingled Funds. Any fund or account that contains both Gross
Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of that
issue if the amounts in the fund or account are invested and accounted for collectively,
without regard to the source of the funds deposited therein, constitutes a "commingled
fund." All payments and receipts (including deemed payments and receipts) on
investments held by a commingled fund must be allocated (but not necessarily
distributed) among each different source of funds invested in the commingled fund in
-~-
A-I-l
accordance with a consistently applied, reasonable ratable allocation method. Reasonable
ratable allocation methods include, without limitation, methods that allocate payments
and receipts in proportion to either (i) the average daily balances of the amounts in the
commingled fund from each different source of funds during any consistent time period
within its fiscal year, but at least quarterly (the "Fiscal Period"); or (ii) the average of the
beginning and ending balances of the amounts in the commingled fund from each
different source of funds for a Fiscal Period that does not exceed one month.
Funds invested in the commingled fund may be allocated directly to expenditures
for governmental purposes pursuant to a reasonable consistently applied accounting
method. If a ratable allocation method is used to allocate expenditures from the
commingled fund, the same ratable allocation method must be used to allocate payments
and receipts on investments in the commingled fund.
Generally a commingled fund must treat all its investments as if sold at Fair
Market Value either on the last day of the fiscal year or on the last day of each Fiscal
Period. The net gains or losses from these deemed sales of investments must be allocated
to each different source of funds invested in the commingled fund during the period since
the last allocation. This mark-to-market requirement does not apply if (i) the remaining
weighted average maturity of all investments held by a commingled fund during a
particular fiscal year does not exceed 18 months, and the investments held by the
commingled fund during that fiscal year consist exclusively of obligations; or (ii) the
commingled fund operated exclusively as a reserve fund, sinking fund or replacement
fund for two or more issues of the same issuer. Subject to the Universal Cap limitation,
and the principle that amounts are allocable to only one issue at a time as Gross Proceeds,
investments held by a commingled fund must be allocated ratably among the issues
served by the commingled fund in proportion to either (i) the relative values of the bonds
of those issues; (ii) the relative amounts of the remaining maximum annual debt service
requirements on the outstanding principal amounts of those issues; or (iii) the relative
original stated principal amounts of the outstanding issues.
(f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable
to an issue are allocated (and remain allocated) to the issue only to the extent that the
Value of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed
the Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to
Gross Proceeds in a bona fide debt service fund for an issue are not taken into account in
determining the Value of the Nonpurpose Investments, and those Nonpurpose
Investments remain allocated to the issue. To the extent that the Value of the
Nonpurpose Investments allocable to the Gross Proceeds of an issue exceed the Value of
all outstanding bonds of that issue, an issuer should seek the advice of Bond Counsel for
the procedures necessary to comply with the Universal Cap.
'"'-" -
A-I-2
(g) Expenditure for Working Capital Purposes. Subject to certain exceptions,
the Proceeds of an issue may only be allocated to "working capital expenditures" as of
any date to the extent that those expenditures exceed "available amounts" as of that date
(i.e., "proceeds-spent-Iast").
F or purposes of this section, "working capital expenditures" include all
expenditures other than "capital expenditures." "Capital expenditures" are costs of a type
properly chargeable (or chargeable upon proper election) to a capital account under
general federal income tax principles. Such costs include, for example, costs incurred to
acquire, construct or improve land, buildings and equipment having a reasonably
expected useful life in excess of one year. Thus, working capital expenditures include,
among other things, expenditures for current operating expenses and debt service.
For purposes of this section, "available amount" means any amount that is
available to an issuer for working capital expenditure purposes of the type financed by
the issue. Available amount excludes Proceeds of the issue but includes cash,
investments and other amounts held in accounts or otherwise by an issuer for working
capital expenditures of the type being fmanced by the issue without legislative or judicial
action and without a legislative, judicial or contractual requirement that those amounts be
reimbursed. Notwithstanding the preceding sentence, a "reasonable working capital
reserve" is treated as unavailable. A working capital reserve is reasonable if it does not
exceed five percent of the actual working capital expenditures of an issuer in the fiscal
year before the year in which the determination of available amounts is made. For
purpose of the preceding sentence only, in determining the working capital expenditures
of an issuer for a prior fiscal year, any expenditures (whether capital or working capital
expenditures) that are paid out of current revenues may be treated as working capital
expenditures.
The proceeds-spent-Iast requirement does not apply to expenditures to pay (i) any
Qualified Administrative Costs; (ii) fees for qualified guarantees of the issue or payments
for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on
the Issue Date and ending on the date that is the later of three years from the Issue Date
or one year after the date on which the financed project is placed in service; (iv) the
United States for yield reduction payments (including rebate payments) or penalties for
the failure to meet the spend down requirements associated with certain spending
exceptions to the rebate requirement; (v) costs, other than those described in (i) through
(iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are
directly related to capital expenditures financed by the issue (e.g., initial operating
expenses for a new capital project); (vi) principal or interest on an issue paid from
unexpected excess sale or Investment Proceeds; (vii) principal or interest on an issue paid
from investment earnings on a reserve or replacement fund that are deposited in a bona
fide debt service fund; and (viii) principal, interest or redemption premium on a prior
~-
A-I-3
'------
issue and, for a crossover refunding issue, interest on that issue. Notwithstanding the
preceding paragraph, the exceptions described above do not apply if the allocation merely
substitutes Gross Proceeds for other amounts that would have been used to make those
expenditures in a manner that gives rise to Replacement Proceeds.
,-,-
A-I-4
EXHffiIT B
FINANCIAL ADVISOR'S CERTIFICATE
The undersigned, acting on behalf of Public Financial Management, Inc., Financial
Advisor with respect to the $13,244,204 Collier County, Florida Limited General
Obligation Bond (Conservation Collier Program), Series 2008 (the "Series 2008 Bond"),
hereby certifies to Collier County, Florida (the "County") that the 2008 Bond Yield as
described in the hereafter defined Arbitrage Certificate is accurate as of the date hereof.
We understand that the representations set forth above are being relied on by the
County in the County's Certificate as to Arbitrage and Certain Other Tax Matters (the
"Arbitrage Certificate"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Arbitrage Certificate.
Dated: November 21,2008
PUBLIC FINANCIAL MANAGEMENT,
INC.
By:
'-./
7
'--
CERTIFICATE REQUIRED BY SECTION 5.01(B)
OF THE RESOLUTION
The undersigned, Tom Henning, Chairman of the Board of County Commissioners
of Collier County, Florida (the "County"), is delivering this Certificate pursuant to
Section 5.0l(B) of Resolution No. 2004-383, adopted by the County on December 14,
2004, as supplemented (collectively, the "Resolution"), in connection with the issuance
by the County of its Limited General Obligation Bond (Conservation Collier Program),
Series 2008 (the "Series 2008 Bond"). All terms not otherwise defined herein shall have
the meanings ascribed thereto in the Resolution. I hereby certify on behalf of the County
as follows:
(A) No Event of Default has occurred and is continuing under the Resolution.
(B) The Limited Ad Valorem Tax that would have been collected by the Issuer
for the Fiscal Year ended September 30, 2008, had the full one-quarter (1/4) of one mill
been levied, is equal to $20,635,523 greater than 1.00 times the Maximum Annual Debt
Service of the Series 2008 Bond and all Bonds Outstanding under the Resolution as of
the date hereof. See attached schedule.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of this 21st day of November, 2008.
.,' ." '''-'.J
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Tom Henning, Chai
Commissioners
oard of County
~
:'1"
~~-i7C
Deputy (:ounty Attorney
,----
,---"LIER COUNTY, FLORIDA
LIMTED GENERAL OBLIGATION BONDS
(CONSERVATION COLLIER PROGRAM)
Series 2005A Pmposed Series 2008 .Ag~elZate Debt Service
Period Ending Principal Interest Debt Service Principal Interest Debt Service Principal Interest Debt Service
1/1/2009 4,030,000.00 1,015,150.00 5,045,150.00 - - - 4,030,000.00 1,015,150.00 5,045,150.00
1/1/2010 4,150,000.00 894,250.00 5,044,250.00 3,067,279.00 608,939.07 3,676,218.07 7,217,279.00 1,503,189.07 8,720,468.07
1/1/2011 4,355,000.00 686,750.00 5,041,750.00 3,257,597.00 421,121.16 3,678,718.16 7,612,597.00 1,107,871.16 8,720,468.16
1/1/2012 4,575,000.00 469,000.00 5,044,000.00 3,390,147.00 286,321.80 3,676,468.80 7,965,147.00 755,321.80 8,720,468.80
1/1/2013 4,805,000.00 24D,250.oo 5,045,250.00 3,529,181.00 146,037.50 3,675,218.50 8,334,181.00 386,287.50 8,720,468.50
TOTAL 21,915,000.00 3,305,400.00 25,220,4D0.00 13,244,204.00 1,462,419.53 14,706,623.53 35,159,204.00 4,767,819.53 39,927,023.53
MADS
8,720,468.80
Taxable Value FY 2008
Taxable Value FY 2009
$
$
82,542,090,227 .25 mills
79,175,284,679 .25 mills
$
$
20,635,523
19,793,821
'--
8
'---
CERTIFICATE AS TO SPECIMEN BOND
I, Derek M. Johnssen, the undersigned Deputy Clerk of the Board of County
Commissioners of Collier County, Florida (the "County") DO HEREBY CERTIFY that
attached hereto as Exhibit A is a specimen of the $13,244,204 Collier County, Florida
Limited General Obligation Bond (Conservation Collier Program), Series 2008 (the
"Series 2008 Bond"), dated as of November 21, 2008, which specimen is identical in all
respects with said Series 2008 Bond this day delivered to the initial purchaser thereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 21st day of
November, 2008.
p L----
uty Clerk of the Board of County
Commissioners of Collier County, Florida
""-...---
'--"'
No. R-l
$13,244,204.00
UNITED STATES OF AMERICA
COLLffiRCOUNT~FLORIDA
LIMITED GENERAL OBLIGATION BOND
(CONSERVATION COLLffiR PROGRAM),
SERIES 2008
Maturity Date
Date of
Original Issue
Interest Rate
4.138%
January 1,2013
Registered Holder: SUNlRUST EQUIPMENT FINANCE & LEA
Principal Amount:
ORTY-FOUR
NO/100 DOLLARS
KNOW ALL MEN BY THESE ENTS, that Collier County, Florida, a
political subdivision of the State of Florida "Issuer"), for value received, hereby
promises to pay to the Registered er ide ed above, or registered assigns as
hereinafter provided, on the Ma ity Da e identified above, the Principal Amount
identified above and to pay intere n suc Principal Amount from the Date of Original
Issue identified above or from the ent interest payment date to which interest has
been paid at the Interest e er annum. identified above on January 1 and July 1 of each
year, commencing Jul 2 , til such Principal Amount shall have been paid. The
Interest Rate shall be ca te on a 30/360-day basis and is subject to adjustment as
provided in the lution. ch Principal Amount and interest on this Bond are payable
in any coin or y of the United States of America which, on the respective dates of
.I
payment there 11 be legal tender for the payment of public and private debts. The
Paying gent an istrar for the Bond shall be the Issuer.
'-...-/
nd is issued to finance the acquisition of certain environmentally sensitive
lands WI the County, as more particularly described in the hereinafter defmed
Resoluti ,. and in full compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 125, Florida Statutes, Article VII, Section 12 of
the Florida Constitution, Ordinance No. 2004-78, enacted by the Board of County
Commissioners of the County (the "Board") on December 14, 2004, as it may be
amended or supplemented from time to time, Resolution No. 2002-265 adopted by the
Board on June 11, 2002 and Resolution No. 2004-383 adopted by the, Board on
December 14, 2004 (the "Resolution"), as it may be amended or supplemented from time
to time, and is subject to all the terms and conditions of such Resolution.
"'---'
In accordance with the terms of the Resolution, the Issuer has made a limited
pledge of its faith, credit and taxing power for the full and prompt payment of the
principal of and interest on the Bonds. A direct annual tax shall be levied, not in excess
of one quarter (1/4) of one mill, upon all taxable property within the Issuer to make such
payments. Provision shall be included and made in the annual budget and tax levy for the
levy of such taxes, which tax shall be levied and collected at the same time, and in the
same manner, as other ad valorem taxes of the Issuer are assessed, levied and collected.
2010
2011
2012
2013*
Amortization
Installments
The Bond will be subject to mandatory sinking fund redemption in the fo
Amortization Installments commencing on January 1, 2010 and on
thereafter through the maturity date.
Year
January 1
*Final Maturity
A debt service schedule for
Notwithstanding any othe
the Issuer shall not be required to holder of this Bond any notice of redemption
with respect to the sched paymen of such Amortization Installments.
This Bond is sore mption, in whole or in part, at any time or from time to
time by paying to the ho ereof the principal amount of the Bond to be prepaid,
together with paid in rest accrued on the amount of principal so redeemed to the
date of suc tion, plus a redemption premium equal to three percent (3.00%) of
the principal t so redeemed.
redemption of the Bond shall be made on such date and in such principal
am 11 be specified by the Issuer in a notice delivered to the holder of the Bond
not less thirty (30) days prior thereto specifying the principal amount of the Bond to
be redeemed and the date of such redemption. So long as the Issuer provides such notice
of redemption, the provisions of Section 3.03 of the Resolution shall not apply with
respect to the this Bond. Upon any redemption as provided in the Resolution, the holder
of the Series 2008 Bond and the Issuer shall mutually agree to a revised amortization of
the outstanding principal amount, if any, of such Bond and the holder of the Bond shall
'_ / provide the Issuer with evidence of such revised amortization.
2
/
'--_ Reference to the Resolution is hereby made for a description of the funds charged
with and pledged to the payment of the principal of and interest on the Bonds, the nature
and extent of the security for the payment of the Bonds, a statement of the rights, duties
and obligations of the Issuer, the rights of the Holders of the Bonds, to all the provisions
of which Resolution the holder hereof by the acceptance of this Bond assents.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this B exist,
have happened and have been performed in regular and due form and time as requ by
the laws and Constitution of the State of Florida applicable thereto, and e
of the Bonds of this issue does not violate any constitutional, statutory, charter
limitation or provision, and that provision has been made for the ection 0, a direct
annual tax, not in excess of one quarter (1/4) of one mill, upon in the Issuer
taxable for such purpose sufficient to pay and discharge.the princip at maturity.
IN WITNESS WHEREO
caused the same to be signed by th an of its Board of County Commissioners and
attested to by the Clerk e Circuit Court for Collier County, Florida and Ex-Officio
Clerk of the Board of 0 issioners and its official seal to be impressed hereon,
all as of the 21 st day of b , 2008.
lder her of in person or by
s office of the Registrar
e Resolution and upon
The transfer of this Bond is registrable by the Bo
his attorney or legal representative at the designated corpo
but only in the manner and subject to the conditio J
surrender and cancellation of this Bond.
This Bond shall not be valid or beco
any benefit or security under the Resolution un
execution by the Registrar of the ce. te of au
ligato for any purpose or be entitled to
.t hall have been authenticated by the
ntication endorsed hereon.
, '..,.~. " .. " \ " I ( l . , . , I . .
~~~4)-
COLLIER COUNTY, FLORIDA
BYPY: ~
Chairman, Board of C~ty Commissioners
:...... ."
- .-,.,..
. _. '
;"-.'- ('""~ -
cuit Co or Collier Co
Flori and Ex-Officio Clerk of the
Board of County Commissioners
~1r~1~~~
....., CoBty AU......,
"-/
3
ASSIGNMENT AND TRANSFER
'-....-
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
(Please insert Social Security or other identifying number of assignee)
the attached Bond of Collier County, Florida, and
does hereby constitute and appoint
attorney, to transfer the said Bond on the books kept for registration thereof
power of substitution in the premises.
Signature Guaranteed by:
Date:
NOTICE: Signature must be guaranteed by
an institution which is a participant in the
. Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NO CE: 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.
........,
4
......~
Collier County, Florida
Limited General Obligation Bond (Conservation Collier
Program), Series 2008
Debt Service Schedule
Period
Ending Principal Coupon Interest Debt Service
07/01/2009 334,916.49
01/01/2010 3,067;179 4.138% 274,022.58
07/01/2010 210,560.58
01/0112011 3,257,597 4.138% 210,560.58
07/01/2011 143,160.90
01101/2012 3,390,147 4.138% 143,160.90
07/01/2012 73,018.75.
01/01/2013 3,529,181 4.138% 73,018.75
13;144,204 1,462,419.53
\, .
-
9
,
-'
CERTIFICATE OF DELIVERY AND PAYMENT
November 21,2008
Board of County Commissioners
of Collier County, Florida
Naples, Florida
Gentlemen:
We have transferred to you herewith an amount equal to $13,238,704 (par amount
of $13,244,204, less $5,500 for our legal expenses) being payment for your Limited
General Obligation Bond (Conservation Collier Program), Series 2008 (the "Series 2008
Bond"), received today from you by the undersigned. Such amount shall be wired to
your account at Fifth Third Bank. The undersigned hereby acknowledges delivery of said
Series 2008 Bond.
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.
By:
~~~
D.S. Keough, Vice President ..
Please acknowledge receipt of the foregoing
deposit by signing and returning the original
or a counterpart of this letter.
COLLIER COUNTY, FLORIDA
Deputy Clerk of the Board of County
Commissioners of Collier County, Florida
,
~~-
9
--
CERTIFICATE OF DELIVERY AND PAYMENT
November 21,2008
Board of County Commissioners
of Collier County, Florida
Naples, Florida
Gentlemen:
We have transferred to you herewith an amount equal to $13,238,704 (par amount
of $13,244,204, less $5,500 for our legal expenses) being payment for your Limited
General Obligation Bond (Conservation Collier Program), Series 2008 (the "Series 2008
Bond"), received today from you by the undersigned. Such amount shall be wired to
your account at Fifth Third Banle The undersigned hereby acknowledges delivery of said
Series 2008 Bond.
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.
By:
D.S. Keough, Vice President
Please acknowledge receipt of the foregoing
deposit by signing and returning the original
or a counterpart of this letter.
ep Clerk of the Board 0 ty
Commissioners of Collier County, Florida
Form 8038-6
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form B03B-GC.
If Amended Return, check here ~ 0
Z Issuer's employer identification number
59 : 6000558
Room/suite 4 Report number
3 05
6 Date of issue
11/21/2008
OMS No. 1545-0720
\.._~ (Rev. November 2000)
Department of the Treasury
Internal Revenue Service
\.._/
Sign
Here
3
Re ortin
Issuer's name
Collier County, Florida
Number and street (or P.O. box if mail is not delivered to street address)
3301 East Tamiami Trail
5
City, town, or post office, state, and ZIP code
Naples, Florida 33962
Name of issue Collier County, Florida Limited General Obligation Bond (Conservation Collier
Program), Series 2008
Name and title of officer or legal representative whom the IRS may call for more information 10
Steven E. Miller, Esq., Bond Counsel
T e of Issue (check a
o Education
o Health and hospital
o Transportation .
o Public safety. .
~ Environment (including sewage bonds) ..
o Housing . . .
o Utilities
o Other. Describe ~
If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0
If obli ations are in the form of a lease or installment sale, check box ~ 0
Descri lion of Obli ations. Com lete for the entire issue for which this form is bein
13,244,204.00
7
8 CUSIP number
N/A
9
Telephone number of officer or legal representative
( 813 ) 281-2222
licable box(es) and enter the issue rice) See instructions and attach schedule
11
12
13
14
15
16
17
18
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
2.668 ears
4.135727 %
22
23
24
25
26
27
28
29
30
1/1/2013 $13,244,204
Uses of Proceeds of Bond Issue
Proceeds used for accrued interest . .
Issue price of entire issue (enter amount from line 21, column (b)) .
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement. .
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28). ..
Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here.. .
Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded .. ~
Enter the remaining weighted average maturity of the bonds to be advance refunded . ~
Enter the last date on which the refunded bonds will be called . . ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(II1) (small issuer exception), check box ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ 0
If the issuer has identified a hed e, check box ~ 0
Under penalties of perjury, I declare hat I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are e. correct. a complete.
44,204.00
13,200,000.00
-0-
13,244,204.00
24
25
26
27
28
44,204.00
-0-
-0-
-0-
-0-
31
32
33
34
N/A
N/A
35
36a
b
37
b
N/A
38
39
40
11/21/08
Tom Henning, Chairman, Board of County
.. Commissioners
,. Type or print name and title
Date
age 2 of the Instructions. cl!
*
AMista.Dt County Attol'1lq
Bond Finance - Local Bond Monitoring: Notice of Sale Confirmation
Page 1 of 1
STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND
MONITORING
'---
Hon18
L:, gou t
NOTICE OF SALE STATUS
Notice of Sale submission successful.
SUBMIT DATE: 10/30/2008
SALE DATE:
CLOSING DATE:
Collier County, Florida Limited General Obligation Bond
(Conservation Collier Program), Series 2008
11/18/2008
11/20/2008
BOND ISSUE NAME:
f>.c[nt this_p-age
'--
https:/ /www.sbafla.comlissue/nosprocess.aspx?redirectPage=nosprocess.aspx
10/30/2008
Bond Finance - Local Bond Monitoring: Print Form
,
.....-
NAME OF GOVERNMENTAL UNIT
Collier County, Florida
MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER
Address(l) 3301 East Tamiami Trail
Address(2)
City Naples
State FL
Zip 34112
COUNT(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION
Collier
TYPE OF ISSUER
County
Is THE ISSUER A COMMUNITY DEVELOPMENT DISTRICT? n
ISSUE NAME
AMOUNT
Collier County, Florida Limited
General Obligation Bond
(Conservation Collier
Program), Series 2008
AMOUNT AUTHORIZED
$13,244,204.00
$21,000,000.00
DATED DATE (MMlDD/YYYY)
11/21/2008
SALE DATE (MMlDD/VYYY)
11/21/2008
DELIVERY DATE (MMlDD/YYYY)
11/21/2008
LEGAL AUTHORITY FOR ISSUANCE
Ch. 125, F.S.
TYPE OF ISSUE
General Obligation
Is THIS A PRIVATE ACTIVITY BOND (PAB)?
Did This Issue Receive a PAB Allocation?
Amount of Allocation
$0.00
SPECIFIC REVENUES{S) PLEDGED
Primary
Ad Va lorem Taxes
Secondary
-.........-
Other
https://bondissue.sbafla.com/print.aspx?print_id=2026
INTEREST
CALCULATION
Arbitrage
Yield
YIELD
4.135727
Page 1 of5
11/1812008
Bond Finance - Local Bond Monitoring: Print Form
Page 2 of5
.............
PURPOSE(S) OF THE ISSUE
Primary
Env. Sensitive Land Purchase
Secondary
Other
Is THIS A REFUNDING ISSUE? III
REFUNDED DEBT HAS BEEN
DID THE REFUNDING ISSUE CONTAIN NEW MONEY?
ApPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
TYPE OF SALE
Negotiated
INSURANCEfENHANCEMENTS
No Credit Enhancement
RATING(S)
Moody's
NR
S&P
NR
Fitch
NR
Other
DEBT SERVICE SCHEDULE PROVIDED BY
E-mail
OPTIONAL REDEMPTION PROVISIONS PROVIDED BY
E-mail
--
PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER
Underwriter SunTrust Equipment Finance & Leasing Corp.
Address(l) 300 E. Joppa Road
Address(2) Suite 700
City Towson
State M D
Zip 21286
CO-Underwriter None
Address( 1 )
Address(2)
City
State
Zip
PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED
https:/lbondissue.sbafla.com/print.aspx?print_id=2026
11/18/2008
Bond Finance - Local Bond Monitoring: Print Form
Page 3 of5
""'--'
THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
Bond Counsel
Address(l)
Address(2)
City
State
Zip
CO-Bond Counsel
Address( 1 )
Address(2)
City
State
Zip
Financial Advisor/Consultant
Nabors, Giblin & Nickerson
2502 Rocky Point Drive
Suite 1060
Tampa
FL
33607
None
Address( I)
Address(2)
City
State
Zip
Public Financial Management, Inc.
12730 New Brittany Boulevard
Suite 439
Fort Myers
FL
33907
None
CO-Financial Advisor/Consultant
Address( 1 )
Address(2)
City
State
Zip
Other Professionals
Address( I )
Address(2)
City
State
Zip
PAYING AGENT
None
REGISTRAR
None
BF2004-A AND BF2004-B
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant
to Section 154 Part III, Sections 159 Parts II, III, or V; or Section 243 Part I, Florida Statutes.
HAS ANY FEE, BONUS, OR GRATUITY BEEN PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH
UNDERWRITER OR CONSULTANT? IF YES, PLEASE PROVIDE THE FOLLOWING INFORMATION WITH RESPECT
TO EACH SUCH UNDERWRITER OR CONSULTANT.
HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ArrORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE
THE TOTAL FEES PAID TO ApPLICABLE PARTICIPANTS.
Total Bond Counsel Fees Paid
"--"'
$18,750.00
Total Financial Advisor Fees Paid
$15,000.00
https:/lbondissue.sbafla.com/print.aspx?print_id=2026
11/18/2008
Bond Finance - Local Bond Monitoring: Print Form
Page 4 of5
.-,.",,-""
Other Fees Paid
FILING OF THIS FORM HAS BEEN AUTHORIZED BY THE OFFICIAL OF THE ISSUER IDENTIFIED BELOW
Name
Tom Henning, Chairman Board of County Commissioners
Title
Governmental Officer primarily responsible for coordinating
issuance of the bonds
FEES CHARGED BY UNDERWRITER
Management Fee (Per Thousand Par Value)
o
Private Placement Fee
o
UNDERWRITER'S EXPECTED GROSS SPREAD (PER THOUSAND PAR VALUE)
o
FOR ADDITIONAL INFORMATION, THE DIVISION OF BOND FINANCE SHOULD CONTACT:
Name Steven E. Miller
Title Bond Counsel
Phone 813-281-2222
Company Nabors Giblin & Nickerson, P.A
Address(l) 2502 Rocky Point Drive
Address(2) Suite 1060
City Tampa
State FL
Zip 33607
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (IF DIFFERENT FROM ABOVE)
Name Same
Title
Phone
Company
Address( 1 )
Address(2)
City
State
Zip
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following
information:
IF THE ISSUER IS REQUIRED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC
RULE 15c2-12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR FILING
DEADLINE?
ON WHAT DATE IS THE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED? (MM/DD)
... .
........
PROVIDE THE FOLLOWING INFORMATION REGARDING THE PERSON(S) RESPONSIBLE FOR FILING CONTINUING
DISCLOSURE INFORMATION REQUIREDBY SEC RULE 15c2-12 AND THE CONTINUING DISCLOSURE
AGREEMENT (INCLUDING OTHER OBLIGATED PARTIES, IF APPROPRIATE).
Name
Title
https:/lbondissue.sbafla.comlprint.aspx?print_id=2026
11/1812008
Bond Finance - Local Bond Monitoring: Print Form
Page 50[5
Phone
Company
"--/ Address( 1 )
Address(2)
City
State
Zip
Fax
Email
'--
https:/lbondissue.sbafla.com/print.aspx?print_id=2026
11/18/2008
06/22/2B04 14:06
2392634864
NAPLESDAILV
PAGE 62/02
2.17
~-
-
I'
NAPLES DAD.. Y NEWS
fubli:Jh..d Daily
1:Japl6, FL 34 t 02
Mtidav~t of Publication
State of Florida
County of Collier
Bc;fore; the undersigned they serve a~ tho 8)1thOrity, personally
lJ)J)e8red B. Lamb, who on oath says that they
serve as the Assistant Corporate Secretary' of the Naples Daily,
a daily neu.-spaper published at Naples, in Collier County,
~~; di$ttibutt:d in Comer and Lee counties of Plorlda~ that
'r~ohcd cop~' of the advertising, being a
. PUBUC NOnCE
in the ma~r of hbli(. Notice
as published. in said newspaper 2
time in the issue
on September 290 and October 13th., 2002
iBlratBi
".JEIF~1:i===:
...-
................
...~,
Ii
Aft".... JUnhcr oa.,. that the ...id :iapb DIu'7 New;> i~ a ~
publisllcd atNaplCI, in !IIIidCollicrOJanly. floridl. atldtbllttb~ said
. /lC'llIJpIlpef bas horetoforo beeD CODlil11lOUdy published in said eonier
CGUllty, Flahcla; diaIa'1mted in Colier....t t..ce eounti",,,t't'torv,b,
CIIlb day Inii bL, bcc:n cnrcn:d 3' sa:oJd elass mail ~r It the JlOSl
otnoc fn "N1lpk& fa raid Collier Counry. f'IoridlI,1br . period of J
yCIIr lied prcacdinc the first pubUeatiOl1 o(th~ lIUIChed COl7Y of
~ ad alrllUlC l\Ird1er says that be Mllteitber ,aid IlOt'
pt'OIlIiM4 auy ~ firm ar aarpanotlan a1l)' dWmunt, robeta,
c:mmrlssioa or n:I\md. for the JlIIlIlO!C of KCUring 1his ooyertiselnent for
(lIIb1iCltior)..(D tile ,,-id new..,er.
IJ. ~
.
( SignatlJte of affiant) .
SWorn to and subscribed before me
This 21st day of June ,20Q4
~~..<:tI ~
ignature of notary public)
;f~t.i)qt'~\ Harrie1l811Shong .
{:i J-i MY eot.t.AlSSION, D02J.tm ElCI'lReI
.::':". . ; July 2'" 2007
~. IONPfO 1HN TIOr FAA'lIl<:iURANCf,1NC
'---
j I
14
"'--
SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
DISCLOSURE LETTER AND
TRUTH-IN-BONDING STATEMENT
November 21,2008
Board of County Commissioners
of Collier County, Florida
Naples, Florida
Re: $13,~44,204 Collier County, Florida Limited General Obligation
Bond (Conservation Collier Program), Series 2008
Ladies and Gentlemen:
In connection with the purchase of Collier County, Florida Limited General
Obligation Bond (Conservation Collier Program), Series 2008 (the "Bond") authorized to
be issued by Resolution No. 2004-383, adopted by the Board of County Commissioners
of Collier County, Florida (the "County") on December 14, 2004, as supplemented
(collectively, the "Resolution"), the undersigned purchaser of the Bond (the "Original
Purchaser"), hereby acknowledges and represents that (1) the Original Purchaser is
familiar with the County as it relates to the above transaction; (2) the Original Purchaser
has been furnished certain business and [mandaI information about the County; (3) the
County has made available to the Original Purchaser the opportunity to obtain additional
information and to evaluate the merits and risks of an investment in the Bond; and (4) the
Original Purchaser has had the opportunity to ask questions of and receive answers from
representatives of the County concerning the terms and conditions of the offering and the
information supplied to the Original Purchaser.
The Original Purchaser acknowledges and represents that it has been advised that
the Bond has not been registered under the Securities Act of 1933, as amended, in
reliance upon the exemption contained in Section 3(a)(2) thereof, and that the County is
not presently registered under Section 12 of the Securities and Exchange Act of 1934, as
amended. Further, no trading market now exists for the Bond. Accordingly, the Original
Purchaser understands that it may need to bear the risks of this investment for an
indefinite time, since any sale prior to the maturity of the Bond may not be possible or
may be at a price below that which the Original Purchaser is paying for the Bond.
'--'
The Original Purchaser has conducted its own investigation to the extent it deemed
necessary. The Original Purchaser has been offered an opportunity to have made
"--'
available to it any and all such information it might request from the County. On this
basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is
not relying on any other party or person to undertake the furnishing or verification of
information relating to this transaction.
The Original Purchaser acknowledges that the Bond is being purchased as part of
a private placement of the Bond negotiated directly between the County and
representatives of the undersigned. Accordingly, no Official Statement or other
disclosure document has been prepared in connection with the issuance of the Bond and
we hereby acknowledge that we have made our own independent examination of all facts
and circumstances surrounding the Bond.
The Original Purchaser is purchasing the Bond primarily for its own investment
purposes and not with a present intent to distribute or resell the Bond. The Original
Purchaser hereby agrees that prior to any distribution or resale of the Bond, it will comply
in all respects with all applicable securities laws. Notwithstanding the foregoing, nothing
contained herein shall otherwise restrict the assignability or transferability of the Bond.
The Original Purchaser further acknowledges and represents that (1) it is the only
initial purchaser of the Bond, (2) it has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the Bond, and (3)
it is not currently purchasing the Bond for more than one account or with a present view
to distributing the Bond. The Original Purchaser acknowledges that the representations
contained in this paragraph are being made in order to meet one of the exceptions to the
continuing disclosure requirements set forth in Rule 15c2-12 promulgated under the
Securities Exchange Act of 1934.
Pursuant to the provisions of Section 218.385, Florida Statutes, the Original
Purchaser is providing the following information with respect to the purchase of the
Bond. The Original Purchaser represents to you as follows:
(a) The nature and estimated amounts of expenses to be incurred and paid by
the Original Purchaser in connection with the issuance and sale of the Bond
are: $5,500 fees and expenses of counsel to the Original Purchaser to be
paid by you.
(b) There are no "finders," as defmed in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Bond.
(c) No underwriting fee will be charged by the Original Purchaser m
connection with the issuance of the Bond.
(d) No management fee will be charged by the Original Purchaser m
connection with the issuance of the Bond.
'--
"--'
(e) No other fee, bonus or other compensation will be paid by the Original
Purchaser in connection with the issuance of the Bond to any person not
regularly employed or retained by the Original Purchaser (including a
"finder" as defined in Section 218.386, Florida Statutes).
(f) The name and address ofthe Original Purchaser is:
SunTrust Equipment Finance & Leasing Corp.
300 E. Joppa Road, 7th Floor
Towson, Maryland 21286
(g) The Authority is proposing to issue the Bond for the principal purpose of
financing the acquisition of environmentally sensitive lands within the
County. The Bond is expected to be repaid over approximately 4.11 years.
The interest rate on the Bond is 4.138%. Total interest paid over the life of
the Bond will be $1,462,419.53. The expected sources of repayment for
the Bond are certain limited ad valorem tax revenues of the County. The
Bond will result in $3,577,286.80 (average annual debt service) of such
revenue of the County being expended to pay debt service on the Bond
each year and not being available to pay for other services or purposes of
the County.
Very truly yours,
SUNTRUST EQUIPMENT FINANCE &
LEASING CORP.
By:
~~
D. S. Keough, Vice President ---
SunTrust Equipment Finance &
Leasing Corp.
Donald S. Keough, Esquire
Vice President, Corporate Counsel & Operations Mgr.
300 East Joppa Road, 7th Floor
Towson, MD 21286
,--
Tel 410/307-6648
Fax 410/307-6702
November 21,2008
Collier County Board of County Commissioners
Naples, FL
Re: Limited General Obligation Bond, Series 2008 in the amount of
$13,244,204.00 ("Bond'') sold on November 21,2008 by Collier County
Board of County Commissioners ("Issuer'') to Sun Trust Equipment
Finance & Leasing Corp. ("Initial Purchaser '').
Dear Sir or Madam:
In connection with the above-referenced Bond, the Issuer agreed to make all payments of
principal and interest via wire transfer if requested by the Initial Purchaser or any registered
owner and in accordance with the express terms and conditions of the Resolution, Bond, and the
Payment Schedule attached thereto. Any capitalized terms herein shall be given their defmed
meaning in the Resolution.
Kindly note that the Initial Purchaser, who is the registered owner of the Bond as of the date of
this letter, requests that all payments of principal and interest be made to the Initial Purchaser via
wire transfer in accordance with the instructions as follow:
SunTrust Equipment Finance & Leasing Corp.
SunTrust Bank ABA 061000104
Acct # 201-150-263
For Credit to STEFL Acct. No. 443-5007043-001
Bond Payment Due semi-annually on January 1 & July 1
Fed ill 26-1256148
It is the intent of the parties that all payments of principal and interest will be made in
accordance with the Payment Schedule attached to the Bond, without surrender or
presentation of the Bond.
Along with all other U.S. Financial institutions, the Original Purchaser is required to comply
with Section 326 ofthe USA Patriot Act effective October 1,2003. Designed to assist the
government in preventing the funding of terrorist and money laundering activities, this
section of the USA Patriot Act requires any Bondholder to know the business entities with
which they do business. To accomplish this, the Initial Purchaser will obtain, verify and
record information that identifies business entities that open new accounts or sell Bonds to
"-----
Collier County Board of County Commissioners Limited
General Obligation, Series 2008
--Page 2--
"'--
us. What this means to the Issuer: when you open your account with Original Purchaser, we
will ask you for full and correct legal name, physical address, taxpayer identification number
and other information that will allow us to verify your identity. The information requested
may include documents, such as resolutions, incumbency information and formative
documents such as a charter or bylaws or evidence of your existence, all of which will
attempt to verify the identifying information provided to the Initial Purchaser
Very truly yours,
~'e:::J~:':)-r-----2;;-/--
(_::...."~/..,- ~.._--"...._-
Donald S. Keough
Agreed and acknowledged:
Collier County Board of County Commissioners
Naples, FL, as Issuer
Tom Henning
Chairman, Boa of
County Commissioners
-'r;~-;rt:::
Deputy C(ln~!t, Aitorl1c:,'
~
TAMPA
Suite 1060
'--- 2502 Rocky Point Drive
Tampa, Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax
Nabors&
Giblin
Nickersonp.A.
FORT LAUDERIfff
208 S.E. Sixth Street
Fort Lauderdale. Florida 33301
(954) 525-8000 Tel
(954) 525-8331 Fax
ATTORNEYS AT LAW
TALLAHASSEE
Suite 200
1500 Mahan Drive
Tallahassee, Florida 32308
(850) 224-4070 Tel
(850) 224-4073 Fax
November 21,2008
Board of County Commissioners
of Collier County, Florida
Naples, Florida
Commissioners:
We have examined a record of proceedings relating to the issuance of $13,244,204
aggregate principal amount of Collier County, Florida Limited General Obligation Bond
(Conservation Collier Program), Series 2008 (the "Series 2008 Bond").
The Series 2008 Bond is issued under and pursuant to the Laws of the State of
Florida, including, particularly, Chapter 125, Florida Statutes, Article VII, Section 12 of
the Florida Constitution, Ordinance No. 2004-78 enacted on December 14, 2004 (the
"Ordinance") and Resolution No. 2004-383 adopted on December 14, 2004, as
supplemented (collectively, the "Resolution").
The Series 2008 Bond is dated and shall bear interest from its date of delivery,
except as otherwise provided in the Resolution. The Series 2008 Bond will mature on the
dates and in the principal amounts, and will bear interest at the respective rates per
annum, as provided in the Resolution. Interest on the Series 2008 Bond shall be payable
on January 1 and July 1 of each year, commencing on July 1, 2009. The Series 2008
Bond is subject to redemption prior to maturity as provided in the Resolution.
The Series 2008 Bond is issued for the principal purpose of financing the
acquisition of certain environmentally sensitive lands, as described in the Resolution.
As to questions of fact material to our opinion, we have relied upon the
representations of the County contained in the Resolution and in the Ordinance and the
certified proceedings relating thereto and to the issuance of the Series 2008 Bond and
other certifications of public officials furnished to us in connection therewith without
undertaking to verify the same by independent investigation.
"-
--.-
'-- Collier County, Florida
Board of County Commissioners
Page 2
November 21,2008
Based on the foregoing, we are of the opinion that:
1. The County is a duly created and validly existing political subdivision of
the State of Florida.
2. The County has the right and power under the Constitution and Laws of the
State of Florida to enact the Ordinance and adopt the Resolution, and the Ordinance and
the Resolution have been duly and lawfu.lly enacted and adopted by the County, are in
full force and effect in accordance with their respective terms and are valid and binding
upon the County and enforceable in accordance with their respective terms, and no other
authorization for the Ordinance and Resolution is required. In accordance with the terms
of the Resolution, the County has made a limited pledge of its faith, credit and taxing
power for the payment of the principal of and interest on the Series 2008 Bond. A direct
annual tax shall be levied in an amount which does not exceed one quarter (1/4) of one
mill, upon all taxable property of the County to make such payments. The Resolution
requires that the provision shall be included and made in the County's annual budget and
tax levy for the levy of such taxes, which tax shall be levied and collected at the same
time, and in the same manner, as other ad valorem taxes of the County are assessed,
levied and collected.
3. The County is duly authorized and entitled to issue the Series 2008 Bond,
and the Series 2008 Bond has been duly and validly authorized and issued by the County
in accordance with the Constitution and Laws of the State of Florida, the Ordinance and
the Resolution. The Series 2008 Bond constitutes a valid and binding obligation of the
County as provided in the Resolution, is enforceable in accordance with its terms and the
terms of the Resolution and is entitled to the benefits of the Resolution and the laws
pursuant to which it is issued; provided, however, no holder or holders of the Series 2008
Bond shall ever have the right to compel the full faith, credit and taxing power of the
County in an amount greater than one quarter (1/4) of one mill upon all taxable property
of the County.
---
4. Under existing statutes, regulations, rulings and court decisions, the interest
on the Series 2008 Bond (a) is excluded from gross income for federal income tax
purposes and (b) is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations; however, it should be noted that
with respect to certain corporations (as defined for federal income tax purposes), such
interest is taken into account in determining adjusted current earnings for the purpose of
computing the alternative minimum tax. The opinion set forth in clause (a) above is
subject to the condition that the County comply with all requirements of the Internal
'-- Collier County, Florida
Board of County Commissioners
Page 3
November 21,2008
Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of
the Series 2008 Bond in order that interest thereon be (or continues to be) excluded from
gross income for federal income tax purposes. Failure to comply with certain of such
requirements could cause the interest on the Series 2008 Bond to be so included in gross
income retroactive to the date of issuance of the Series 2008 Bond. The County has
covenanted to comply with all such requirements. Ownership of the Series 2008 Bond
may result in collateral federal tax consequences to certain taxpayers. We express no
opinion regarding such federal tax consequences arising with respect to the Series 2008
Bond.
It should be noted that we have not been engaged or undertaken to review the
accuracy, completeness or sufficiency of any offering material relating to the Series 2008
Bond and we express no opinion relating thereto. We have not been engaged or
undertaken to review the compliance with any federal or state law with regard to the sale
or distribution of the Series 2008 Bond and we express no opinion relating thereto.
The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent
that the enforceability of the Ordinance, the Resolution and the Series 2008 Bond may be
limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors' rights generally, or by the exercise of judicial discretion
in accordance with general principles of equity.
We have examined the form of the Series 2008 Bond and, in our opinion, the form
of the Series 2008 Bond is regular and proper.
Respectfully submitted,
;1/~/ GJL- v-A/~/A-'
~
TAMPA
Suite 1060
'-./ 2502 Rocky Point Drive
Tampa, Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax
Nabors&
Giblin
Nickersonp.A.
FORT LAUDERW
208 S.E. Sixth Street
Fort Lauderdale, Florida 33301
(954) 525-8000 Tel
(954) 525-8331 Fax
ATTORNEYS AT LAW
TALLAHASSEE
Suite 200
1500 Mahan Drive
Tallahassee, Florida 32308
(850) 224-4070 Tel
(850) 2244073 Fax
November 21,2008
SunTrust Equipment Finance
& Leasing Corp.
Towson, Maryland
Re: $13,244,204 Collier County, Florida Limited General Obligation
Bond (Conservation Collier Program), Series 2008
Dear Sir or Madam:
We have this date delivered our approving opinion as Bond Counsel in connection
with the issuance of the above-captioned Bonds. You and your permitted successors
and/or assigns are entitled to rely upon such opinion as if such opinion were addressed to
you.
Sincerely,
;tik, G'JL o/-Al~ll-a,
"----
Office of the County Attorney
"'-.--
Deputy CouDI:y Aaomey
Scott R. Teach
A....... CouDI:y AItomc:p
Jennifer A. Belpedio
Colleen M. Greene
William E. Mountford
M;ujorie M. Student-Stirling
Steven T. Williams
JeffE. Wright
Robert N. ZachaIy
Set::tioD CJWJj
Heidi F. Ashton-Cicko.
Jacqueline W. Hubbard.
. Board Certified City, County
and Local Government Law
Jeffrey A KlCJIp.kow
County Attorney
November 21,2008
Board of County Commissioners of Collier County
Naples, Florida
SunTrust Equipment Finance & Leasing Corp.
Towson, Maryland
Re: $13.244.204 Collier County. Florida Limited General Obligation
Bond (Conservation Collier Program). Series 2008
Dear Sir:
This letter shall serve as the opinion of the County Attorney of Collier County,
Florida (the "Issuer"). I have participated in various proceedings in connection with the
issuance by the Issuer of $13,244,204 aggregate principal amount of Collier County,
Florida Limited General Obligation Bond (Conservation Collier Program), Series 2008
(the "Bond"). All terms not otherwise defined herein shall have the meanings ascribed
thereto in Resolution No. 2004-383, adopted by the Board of County Commissioners of
the Issuer on December 14,2004, as supplemented (the "Resolution").
I am of the opinion that:
1. The Issuer is a political subdivision of the State of Florida, duly organized
and validly existing and has full legal right, power and authority to enact the Ordinance,
adopt the Resolution and perform its obligations under the Ordinance and Resolution, and
to authorize, execute and deliver and to perform its obligations under the Bond.
2. The Issuer has duly enacted the Ordinance, adopted the Resolution, and has
duly authorized, executed and delivered the Bond, and such instruments constitute legal,
binding and valid obligations of the Issuer, enforceable in accordance with their terms;
provided, however, the enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally
~
3301 East Tamiami Trail- Naples, Florida 34112-4902 - Phone (239) 252-8400 - Facsimile (239) 252-6300
and subject, as to enforceability, to general principles of equity and the exerCIse of
'-.~ judicial discretion.
3. The enactment of the Ordinance, adoption of the Resolution and the
authorization, execution and delivery of the Bond, and compliance with the provisions
thereof, will not conflict with, or constitute a material breach of or default under, any law,
administrative regulation, consent decree, ordinance, resolution or any agreement or other
instrument to which the Issuer is subject nor will such enactment, adoption, execution,
delivery, authorization or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of
the property or assets of the Issuer, or under the terms of any law, administrative
regulation, ordinance, resolution or instrument, except as expressly provided by the
Resolution.
4. All approvals, consents, authorizations and orders of any governmental
authority or agency having jurisdiction in any matter which would constitute a condition
precedent to the performance by the Issuer of its obligations under the Resolution have
been obtained and are in full force and effect.
5. The Issuer is lawfully empowered to levy, collect and pledge the Limited
Ad Valorem Tax for the payment of the principal of and interest on the Bond.
6. The issuance of the Bond payable from the Limited Ad Valorem Tax was
approved pursuant to a properly called, noticed and held referendum election on
November 5, 2002.
7. To my knowledge after due inquiry, as of the date hereof, there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
government agency, public board or body, pending or, to the best of my knowledge,
threatened against the Issuer, affecting or seeking to prohibit, restrain or enjoin the sale,
issuance or delivery of the Bond or the levy or collection of the Limited Ad Valorem Tax
to pay the principal of and interest on the Bond, or contesting or affecting the Issuer's
authority to issue the Bond, enact the Ordinance, adopt the Resolution, or contesting the
tax-exempt status of interest on the Bond, or contesting the powers of the Issuer or any
authority for the issuance of the Bond, the enactment of the Ordinance, or the adoption of
the Resolution.
The addressees hereof, as well as their permitted successors and/or assigns, are
permitted to rely on this opinion, but only with regard to those matters expressly set forth
herein.
''---~
Resp~etful submitted,
'""~, ~ L
~~ . Teach
Deputy County Attorney
3301 East Tamiami Trail - Naples, Florida 34112-4902 - Phone (239) 252-8400 - Facsimile (239) 252-6300