Resolution 2011-202RESOLUTION 2011--2..02
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA AUTHORIZING THE ISSUANCE
OF NOT EXCEEDING $100,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF COLLIER COUNTY, FLORIDA SPECIAL
OBLIGATION REFUNDING REVENUE BONDS, SERIES 2011, TO
REFUND A PORTION OF THE COUNTY'S OUTSTANDING
CAPITAL IMPROVEMENT AND REFUNDING REVENUE BONDS,
SERIES 2003 AND CAPITAL IMPROVEMENT AND REFUNDING
REVENUE BONDS, SERIES 2005; COVENANTING TO BUDGET
AND APPROPRIATE CERTAIN LEGALLY AVAILABLE NON-AD
VALOREM REVENUES TO PAY DEBT SERVICE ON THE BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS;
MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE BONDS; AUTHORIZING THE
AWARDING OF SAID BONDS PURSUANT TO A PUBLIC BID;
DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN FOR
THE AWARD OF THE BONDS, AND THE APPROVAL OF THE
TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE
PUBLICATION OF A NOTICE OF SALE FOR THE BONDS OR A
SUMMARY THEREOF; APPOINTING THE PAYING AGENT AND
REGISTRAR FOR SAID BONDS; AUTHORIZING THE
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND
THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT
WITH RESPECT TO SUCH BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT
THERETO; AUTHORIZING THE EXECUTION AND DELIVERY OF
A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING
FOR AN EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the
following terms shall have the following meanings, unless the context clearly otherwise
reqUIres:
"Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions
of law.
"Amortization Installments" shall mean an amount determined as such pursuant
to the provisions of this Resolution and the Official Notice of Sale and established with
respect to Term Bonds.
"Annual Audit" shall mean the annual audit prepared pursuant to the
requirements of Section 5.03 hereof.
"Annual Budget" shall mean the annual budget prepared pursuant to the
requirements of Section 5.02 hereof.
"Annual Debt Service" shall mean the aggregate amount of Debt Service on the
Bonds for each applicable Fiscal Year.
"Authorized Issuer Officer" shall mean the Chairman, the County Manager and
the Clerk and when used in reference to any act or document, also means any other
person authorized by resolution of the Issuer to perform such act or sign such document.
"Board" shall mean the Board of County Commissioners of Collier County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other
attorney at law or firm of attorneys, of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Bondholder" or "Holder" or "holder" or any similar term, when used with
reference to a Bond or Bonds, shall mean any person who shall be the registered owner of
any Outstanding Bond or Bonds as provided in the registration books of the Issuer.
"Bonds" shall mean the Collier County, Florida Special Obligation Refunding
Revenue Bonds, Series 2011.
"Capital Projects Funds" shall mean the "Capital Projects Funds" of the Issuer
as described and identified in the Annual Audit.
"Chairman" shall mean the Chairman of the Board or, in his or her absence or
unavailability, the Vice Chairman of the Board.
"Clerk" shall mean the Clerk of the Circuit Court of Collier County, Florida and
Ex-Officio Clerk of the Board of County Commissioners of the Collier County, Florida
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and such other person as may be duly authorized to act on her or his behalf, including any
Deputy Clerk.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the
regulations and rules thereunder in effect or proposed.
"Counterparty" shall mean the entity entering into a Hedge Agreement with the
Issuer. Counterparty would also include any guarantor of such entity's obligations under
such Hedge Agreement.
"County Manager" shall mean the County Manager of the Issuer or, in his or her
absence or unavailability, any Assistant County Manager or a designee of the County
Manager.
"Debt" means at any date (without duplication) all of the following to the extent
that they are secured by or payable in whole or in part from any Non-Ad Valorem
Revenues (A) all obligations of the Issuer for borrowed money or evidenced by bonds,
debentures, notes or other similar instruments; (B) all obligations of the Issuer to pay the
deferred purchase price of property or services, except trade accounts payable under
normal trade terms and which arise in the ordinary course of business; (C) all obligations
of the Issuer as lessee under capitalized leases; and (D) all indebtedness of other Persons
to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues of the Issuer;
provided, however, if with respect to any obligation contemplated in (A), (B), or (C)
above, the Issuer has covenanted to budget and appropriate sufficient Non-Ad Valorem
Revenues to satisfy such obligation but has not secured such obligation with a lien on or
pledge of any Non-Ad Valorem Revenues then, and with respect to any obligation
contemplated in (D) above, such obligation shall not be considered "Debt" for purposes
of this Resolution unless the Issuer has actually used Non-Ad Valorem Revenues to
satisfy such obligation during the immediately preceding Fiscal Year or reasonably
expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or
immediately succeeding Fiscal Year. After an obligation is considered "Debt" as a result
of the proviso set forth in the immediately preceding sentence, it shall continue to be
considered "Debt" until the Issuer has not used any Non-Ad Valorem Revenues to satisfy
such obligation for two consecutive Fiscal Years.
"Debt Service" shall mean, at any time, the aggregate amount in the then
applicable period of time of (1) interest required to be paid on the Outstanding Bonds
during such period of time, except to the extent that such interest is to be paid from Bond
proceeds for such purpose, (2) principal of Outstanding Serial Bonds maturing in such
period of time, and (3) the Amortization Installments with respect to Outstanding Term
Bonds coming due in such period of time. For purposes of this definition, (A) if the
Bonds have 25% or more of the aggregate principal amount coming due in anyone year,
Debt Service shall be determined on the Bonds during such period of time as if the
principal of, Amortization Installments on and interest on such Bonds were being paid
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from the date of incurrence thereof in substantially equal annual amounts over a period of
25 years, and (B) with respect to debt service on any Bonds which are subject to a
Qualified Hedge Agreement, interest on such Bonds during the term of such Qualified
Hedge Agreement shall be deemed to be the Hedge Payments coming due during such
period of time.
"Escrow Agent" shall mean U.S. Bank National Association, Fort Lauderdale,
Florida, its successors and assigns.
"Escrow Agreement" shall mean the Escrow Deposit Agreement to be executed
between the Issuer and the Escrow Agent in connection with the refunding of the
Refunded Bonds, the form of which is attached hereto as Exhibit D.
"Federal Securities" shall mean non-callable direct obligations of the United
States of America (including obligations issued or held in book-entry form on the books
of the Department of Treasury) or non-callable obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America.
"Financial Advisor" shall mean Public Financial Management, Inc., Coral
Gables, Florida.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Fitch" shall mean Fitch Ratings, and any assigns and successors thereto.
"General Fund" shall mean the "General Fund" of the Issuer as described and
identified in the Annual Audit.
"General Fund Revenues" shall mean total revenues of the Issuer derived from
any source whatsoever and that are allocated to and accounted for in the General Fund as
shown in the Annual Audit.
"Hedge Agreement" shall mean an agreement in writing between the Issuer and
the Counterparty pursuant to which (1) the Issuer agrees to pay to the Counterparty an
amount, either at one time or periodically, which may, but is not required to, be
determined by reference to the amount of interest (which may be at a fixed or variable
rate) payable on debt (or a notional amount) specified in such agreement during the
period specified in such agreement and (2) the Counterparty agrees to pay to the Issuer an
amount, either at one time or periodically, which may, but is not required to, be
determined by reference to the amount of interest (which may be at a fixed or variable
rate) payable on debt (or a notional amount) specified in such agreement during the
period specified in such agreement.
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"Hedge Payments" shall mean any amounts payable by the Issuer on the debt or
the related notional amount under a Qualified Hedge Agreement; excluding, however,
any payments due as a penalty or by virtue of termination of a Qualified Hedge
Agreement or any obligation of the Issuer to provide collateral.
"Impact Fee Proceeds" shall mean the proceeds of all impact fees levied by the
Issuer that are allocated to and accounted for in the Capital Projects Funds as shown in
the Annual Audit.
"Interest Date" or "interest payment date" shall be April 1 and October 1 of
each year.
"Issuer" or "County" shall mean Collier County, Florida.
"Maximum Annual Debt Service" shall mean the largest aggregate amount of
the Annual Debt Service coming due in any Fiscal Year in which Bonds are Outstanding.
"Moody's" shall mean Moody's Investors Service, and any assigns and successors
thereto.
"MSTD Revenues" shall mean all revenues of the Issuer derived from any source
whatsoever and that are allocated to and accounted for in the Unincorporated Area
Municipal Services Taxing District Fund as shown in the Annual Audit.
"Non-Ad Valorem Revenues" shall mean all General Fund Revenues and MSTD
Revenues, other than revenues generated from ad valorem taxation on real or personal
property, and all Impact Fee Proceeds, but only to the extent they are legally available to
make the payments required herein.
"Official Notice of Sale" shall meant the Official Notice of Sale as described in
Section 9.01 hereof, the form of which is attached hereto as Exhibit A.
"Outstanding," when used with reference to Bonds and as of any particular date,
shall describe all Bonds theretofore and thereupon being authenticated and delivered
except, (1) any Bond in lieu of which other Bond or Bonds have been issued under
Section 2.06 hereof to replace lost, mutilated or destroyed Bonds, (2) any Bond
surrendered by the Holder thereof in exchange for other Bond or Bonds under Sections
2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01
hereof and (4) Bonds cancelled after purchase in the open market or because of payment
at, or redemption prior to, maturity.
"Paying Agent" shall mean the paying agent appointed by the Issuer for the
Bonds and its successor or assigns, if any. The Paying Agent initially shall be U.S. Bank
National Association, Fort Lauderdale, Florida.
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"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization, governmental entity or
other legal entity.
"Prerefunded Obligations" shall mean any bonds or other obligations of any
state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state (1) which are (A) not callable prior to maturity or (B)
as to which irrevocable instructions have been given to the fiduciary for such bonds or
other obligations by the obligor to give due notice of redemption and to call such bonds
for redemption on the date or dates specified in such instructions, (2) which are fully
secured as to principal, redemption premium, if any, and interest by a fund held by a
fiduciary consisting only of cash or Federal Securities, secured in substantially the
manner set forth in Section 8.01 hereof, which fund may be applied only to the payment
of such principal of, redemption premium, if any, and interest on such bonds or other
obligations on the maturity date or dates thereof or the specified redemption date or dates
pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal
of and interest on the Federal Securities, which have been deposited in such fund along
with any cash on deposit in such fund are sufficient, as verified by an independent
certified public accountant or other expert in such matters, to pay principal of,
redemption premium, if any, and interest on the bonds or other obligations on the
maturity date or dates thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in clause (1) above and are not available to satisfy any
other claims, including those against the fiduciary holding the same, and (4) which are
rated in the highest rating category (without regard to gradations, such as "+" or "-" or "1,
2 or 3" of such categories) of one of the Rating Agencies.
"Qualified Hedge Agreement" shall mean a Hedge Agreement with respect to
which the Issuer has received written notice from at least two of the Rating Agencies that
the rating of the Counterparty is not less than "A."
"Rating Agencies" means Fitch, Moody's and Standard & Poor's.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.03
hereof.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunded Bonds" shall mean that portion of the Series 2003 Bonds and Series
2005 Bonds that are refunded in connection with the issuance of the Bonds, the specific
maturities and principal amounts of which will be determined in accordance with the
provisions of Section 2.01 hereof. The Refunded Bonds shall be identified in the Escrow
Agreement.
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"Refunding Securities" shall mean Federal Securities and Prerefunded
Obligations.
"Registrar" shall mean the bond registrar appointed by the Issuer for the Bonds
and its successor or assigns, if any. The Registrar initially shall be U.S. Bank National
Association, Fort Lauderdale, Florida.
"Resolution" shall mean this Resolution, as the same may from time to time be
amended, modified or supplemented by Supplemental Resolution.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"Series 2003 Bonds" shall mean the outstanding Collier County, Florida Capital
Improvement and Refunding Revenue Bonds, Series 2003.
"Series 2005 Bonds" shall mean the outstanding Collier County, Florida Capital
Improvement and Refunding Revenue Bonds, Series 2005.
"Standard and Poor's" or "S&P" shall mean Standard and Poor's Ratings
Services, and any assigns and successors thereto.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the
terms of Sections 7.01 and 7.02 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby.
"Unincorporated Area Municipal Services Taxing District Fund" shall mean
the "Unincorporated Area Municipal Services Taxing District Fund" of the "Special
Revenue Funds" of the Issuer as such Funds are described and identified in the Annual
Audit.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of
adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption
of this Resolution.
Words importing the masculine gender include every other gender.
Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act. The Issuer has ascertained and hereby
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determined that adoption of this Resolution is necessary to carry out the powers, purposes
and duties expressly provided in the Act, that each and every matter and thing as to which
provision is made herein is necessary in order to carry out and effectuate the purposes of
the Issuer in accordance with the Act and to carry out and effectuate the plan and purpose
of the Act, and that the powers of the Issuer herein exercised are in each case exercised in
accordance with the provisions of the Act and in furtherance of the purposes of the Issuer.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who
shall hold the same from time to time, the provisions of this Resolution shall be a part of
the contract of the Issuer with the Holders of the Bonds, and shall be deemed to be and
shall constitute a contract between the Issuer, the Holders from time to time of the Bonds.
The pledge made in the Resolution and the provisions, covenants and agreements herein
set forth to be performed by or on behalf of the Issuer shall be for the equal benefit,
protection and security of the Holders of any and all of said Bonds but only in accordance
with the terms hereof. All of the Bonds, regardless of the time or times of their issuance
or maturity, shall be of equal rank without preference, priority or distinction of any of the
Bonds over any other thereof except as expressly provided in or pursuant to this
Resolution.
SECTION 1.04. FINDINGS. It IS hereby ascertained, determined and
declared that:
(A) The Issuer has previously issued the Series 2003 Bonds and Series 2005
Bonds to finance and refinance various capital improvements within the Issuer.
(B) The Issuer hereby deems it to be in its best interests to refund a portion of
the outstanding Series 2003 Bonds and Series 2005 Bonds, principally to allow for the
release of certain debt service reserve funds securing such Bonds.
(C) The Chairman shall determine, upon the advice of the Financial Advisor
and Bond Counsel, which maturities and principal amounts of the Series 2003 Bonds and
Series 2005 Bonds should be refunded and such Series 2003 Bonds and Series 2005
Bonds shall constitute "Refunded Bonds" hereunder.
(D) In order to refund the Refunded Bonds the Issuer deems it to be in its best
interest to issue the Bonds.
(E) A portion of the proceeds derived from the sale of the Series 2011 Bonds,
together with other legally available moneys of the Issuer, shall be deposited to a special
escrow deposit trust fund to purchase Federal Securities which shall be sufficient,
together with the investment earnings therefrom and a cash deposit, if any, to pay the
Refunded Bonds as the same become due and payable or are redeemed prior to maturity,
all as provided herein and in the Escrow Agreement.
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(F) Upon the advice of the Financial Advisor and in light of the current interest
rate market, the Issuer deems it to be in its best interest to now issue the Bonds for the
purpose of refunding the Refunded Bonds, as determined pursuant to the provisions
herein.
(G) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Resolution, the Bonds shall be advertised for competitive bids pursuant to the Official
Notice of Sale, the form of which is attached hereto as Exhibit A, or a summary thereof.
(H) Pursuant to the Official Notice of Sale, competitive bids for the purchase of
the Bonds received in accordance with the Official Notice of Sale on or prior to
10:00 a.m., Eastern standard time, on November 9, 2011, or such other date or time as is
determined by the Chairman in accordance with the terms and provisions hereof and of
the Official Notice of Sale, shall be publicly opened and announced.
(I) Due to the present volatility and uncertainty of the market for tax-exempt
obligations such as the Bonds, it is desirable for the Issuer to be able to advertise and
award the Bonds at the most advantageous time and date instead of restricting the sale
and award to the date of a particular meeting of the Board; and, accordingly, the Issuer
hereby determines to delegate the advertising and awarding of the Bonds to the Chairman
within the parameters described herein.
(J) It is necessary and appropriate that the Issuer determine certain parameters
for the terms and details of the Bonds and to delegate certain authority to the Chairman
for the award of the Bonds and the approval of the terms of the Bonds in accordance with
the provisions hereof and of the Official Notice of Sale.
(K) In the event Bond Counsel shall determine that the Bonds have not been
awarded competitively in accordance with the provisions of Section 218.385, Florida
Statutes, the Issuer shall adopt such resolutions and make such findings as shall be
necessary to authorize and ratify a negotiated sale of the Bonds in accordance with said
Section 218.385.
(L) The Bonds shall be secured solely by a covenant of the Issuer, subject to
certain conditions set forth herein, to budget and appropriate from Non-Ad Valorem
Revenues amounts sufficient to pay the principal of and interest on the Bonds, when due.
(M) The principal of and interest on the Bonds to be issued pursuant to this
Resolution, and all other payments provided for in this Resolution will be paid solely
from Non-Ad Valorem Revenues in accordance with the terms hereof; and the ad
valorem taxing power of the Issuer will never be necessary or authorized to pay the
principal of and interest on the Bonds to be issued pursuant to this Resolution, or to make
any other payments provided for in this Resolution, and the Bonds shall not constitute a
lien upon any property whatsoever of or in the Issuer.
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SECTION 1.05. AUTHORIZATION OF REFUNDING OF REFUNDED
BONDS. The refunding of the Refunded Bonds in order to release certain debt service
reserve funds that secure the Refunded Bonds is hereby authorized.
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ARTICLE II
AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF
BONDS
SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS.
(A) This Resolution creates an issue of Bonds of the Issuer to be designated as "Collier
County, Florida Special Obligation Refunding Revenue Bonds, Series 2011," issued in
the aggregate principal amount of not exceeding $100,000,000. The Chairman is
authorized to modify the series designation of such Bonds, in his discretion, prior to the
issuance thereof. The Chairman shall determine the aggregate principal amount of the
Bonds prior to their issuance in accordance with the Official Notice of Sale provided such
principal amount does not exceed $100,000,000. The Bonds are issued for the principal
purposes of refunding the Refunded Bonds and paying certain costs of issuance incurred
with respect to the Bonds.
The Bonds shall be dated as of their date of delivery (or such other date as the
Chairman may determine), shall be numbered consecutively from one upward in order of
maturity preceded by the letter "R", shall be issued in the form of fully registered Bonds
in denominations of $5,000 and any integral multiple thereof, shall be initially in book-
entry only form of registration, shall bear interest from their date of delivery (or such
other date as the Chairman may determine), payable semi-annually on each Interest Date,
commencing on April 1,2012 (or such other date as the Chairman may determine). The
Bonds shall bear interest computed on the basis of a 360-day year consisting of twelve
30-day months.
The Bonds shall bear interest at such rates and yields, shall mature on October 1 of
each of the years and in the principal amounts corresponding to such years, and, except as
otherwise provided herein, shall have such redemption provisions, all as determined by
the Chairman, upon the advice of the Financial Advisor, subject to the conditions set
forth in this Section 2.01. The final maturity of the Bonds shall not be later than
October 1, 2027. All of the terms of the Bonds will be included in a certificate to be
executed by the Chairman or other Authorized Issuer Officer following the award of the
Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as
described herein.
The principal of, or Redemption Price, if applicable, on the Bonds are payable
upon presentation and surrender of the Bonds at the office of the Paying Agent. Interest
payable on any Bond on any Interest Date will be paid by check or draft of the Paying
Agent to the Holder in whose name such Bond shall be registered at the close of business
on the date which shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding such Interest Date, or at the request of such Holder, by
bank wire transfer for the account of such Holder. All payments of principal of, or
Redemption Price, if applicable, and interest on the Bonds shall be payable in any coin or
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currency of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.
(B) The Chairman shall determine, upon the advice of the Financial Advisor
and Bond Counsel, which specific maturities of the Series 2003 Bonds and Series 2005
Bonds (or portions thereof) shall be refunded in connection with the issuance of the
Bonds and only the maturities (and portions thereof) thereof so determined by the
Chairman shall constitute "Refunded Bonds" hereunder.
(C) The Chairman, on behalf of the Issuer and only in accordance with the
terms hereof and of the Official Notice of Sale, shall award the Bonds to the underwriter
or underwriters that submit a bid proposal which complies in all respects with this
Resolution and the Official Notice of Sale and offers to purchase the Bonds at the lowest
true interest cost to the Issuer, as calculated by the Financial Advisor in accordance with
the terms and provisions of the Official Notice of Sale; provided, however, the Bonds
shall not be awarded to any bidder unless the true interest cost set forth in the winning bid
(as calculated by the Financial Advisor) is equal to or less than 4.00% and the net present
value savings with respect to the refunding of the Refunded Bonds is not less than $0.00.
In accordance with the provisions of the Official Notice of Sale, the Chairman may, in his
or her sole discretion, reject any and all bids.
(D) The Bonds may be redeemed prior to their respective maturities from any
moneys legally available therefor, upon notice as provided in this Resolution, and upon
the terms and provisions as shall be determined by the Chairman, upon the advice of the
Financial Advisor. Notwithstanding the foregoing, with respect to any optional
redemption terms for the Bonds, the first call date may be no later than October 1, 2022,
and the call premium, if any, for the Bonds may not exceed 1.00% of the par amount of
the Bonds to be redeemed. The Chairman, upon the advice of the Issuer's Financial
Advisor, shall also determine which Bonds, if any, shall be subject to optional
redemption. Term Bonds and the Amortization Installments thereto may be established
in accordance with the terms of the Official Notice of Sale.
SECTION 2.02. APPLICATION OF BOND PROCEEDS. The proceeds
derived from the sale of the Bonds, including premium, if any, shall be applied by the
Issuer as follows:
(A) A sufficient amount of Bond proceeds, together with other legally available
moneys of the Issuer, shall be deposited irrevocably in trust in an escrow deposit trust
fund or funds established under the terms and provisions of the Escrow Agreement and,
other than a cash deposit, shall be invested in Federal Securities in the manner set forth in
the Escrow Agreement, which investments shall mature at such times and in such
amounts as shall be sufficient, together with such cash deposit, to pay the principal of,
premium, if applicable, and interest on the Refunded Bonds as the same mature or are
redeemed on their respective redemption dates.
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(B) The balance of the Bond proceeds shall be used to pay costs and expenses
relating to the issuance of the Bonds.
SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be executed in
the name of the Issuer with the manual or facsimile signature of the Chairman and the
official seal of the Issuer shall be imprinted thereon, attested with the manual or facsimile
signature of the Clerk. In case anyone or more of the officers who shall have signed or
sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to
be such officer of the Issuer before the Bonds so signed and sealed have been actually
sold and delivered such Bonds may nevertheless be sold and delivered as herein provided
and may be issued as if the person who signed or sealed such Bonds had not ceased to
hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such
person who at the actual time of the execution of such Bond shall hold the proper office
of the Issuer, although at the date of such Bond such person may not have held such
office or may not have been so authorized. The Issuer may adopt and use for such
purposes the facsimile signatures of any such persons who shall have held such offices at
any time after the date of the adoption of this Resolution, notwithstanding that either or
both shall have ceased to hold such office at the time the Bonds shall be actually sold and
delivered.
SECTION 2.04. AUTHENTICATION. No Bond shall be secured hereunder
or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless
there shall be manually endorsed on such Bond a certificate of authentication by the
Registrar or such other entity as may be approved by the Issuer for such purpose. Such
certificate on any Bond shall be conclusive evidence that such Bond has been duly
authenticated and delivered under this Resolution. The form of such certificate shall be
substantially in the form provided in Section 2.09 hereof.
SECTION 2.05. TEMPORARY BONDS. Until definitive Bonds are
prepared, the Issuer may execute, in the same manner as is provided in Section 2.03, and
deliver, upon authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of
definitive Bonds, but subject to the same provisions, limitations and conditions as the
definitive Bonds, except as to the denominations thereof, one or more temporary Bonds
substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or
Bonds are issued, in denominations authorized by the Issuer by subsequent resolution and
with such omissions, insertions and variations as may be appropriate to temporary Bonds.
The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be
authenticated by the Registrar. Upon the surrender of such temporary Bonds for
exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange
therefor definitive Bonds, of the same aggregate principal amount and maturity as the
temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all
respects be entitled to the same benefits and security as definitive Bonds issued pursuant
to this Resolution. All temporary Bonds surrendered in exchange for another temporary
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Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the
Registrar .
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the
Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond upon surrender and cancellation of such mutilated
Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the
Holder furnishing the Issuer and the Registrar proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and
conditions as the Issuer or the Registrar may prescribe and paying such expenses as the
Issuer and the Registrar may incur. All Bonds so surrendered shall be cancelled by the
Registrar. If any of the Bonds shall have matured or be about to mature, instead of
issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon
being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the
lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond
shall be entitled to equal and proportionate benefits and rights to the same extent as all
other Bonds issued hereunder.
SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or
his attorney duly authorized in writing, may, at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of registered Bonds of the same
maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial
Code of the State, subject to the provisions for registration and transfer contained in this
Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the
Issuer shall maintain and keep, at the office of the Registrar, books for the registration
and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of
the Registrar, under such reasonable regulations as the Issuer may prescribe, by the
Holder thereof in person or by his attorney duly authorized in writing upon surrender
thereof together with a written instrument of transfer satisfactory to the Registrar duly
executed and guaranteed by the Holder or his duly authorized attorney. Upon the transfer
of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the
14
transferee a new Bond or Bonds of the same aggregate principal amount and maturity as
the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the
Issuer may deem and treat the Person in whose name any Outstanding Bond shall be
registered upon the books of the Issuer as the absolute owner of such Bond, whether such
Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,
the principal or Redemption Price, if applicable, and interest on such Bond and for all
other purposes, and all such payments so made to any such Holder or upon his order shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent
of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent
or other fiduciary of the Issuer shall be affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to any
Bonds, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for the
Bonds; (B) following the fifteenth day next preceding the date of first mailing of notice
of redemption of any Bonds; and (C) at any other time as reasonably requested by the
Paying Agent of such Bonds, shall certify and furnish to such Paying Agent the names,
addresses and holdings of Bondholders and any other relevant information reflected in
the registration books. Any Paying Agent of any fully registered Bond shall effect
payment of interest on such Bonds by mailing a check to the Holder entitled thereto or
may, in lieu thereof, upon the request and expense of such Holder, transmit such payment
by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and deliver Bonds and the Registrar shall authenticate
such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by
the Chairman and Clerk for purposes of exchanging, replacing or transferring Bonds may
occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such
exchanges or transfers shall be held by the Registrar in safekeeping until directed by the
Issuer to be cancelled by the Registrar. For every such exchange or transfer of Bonds, the
Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee,
expense or other governmental charge required to be paid with respect to such exchange
or transfer. The Issuer and the Registrar shall not be obligated to make any such
exchange or transfer of Bonds during the fifteen (15) days next preceding an Interest Date
on the Bonds or, in the case of any proposed redemption of Bonds, then, for the Bonds
subject to redemption, during the 15 days next preceding the date of the first mailing of
notice of such redemption and continuing until such redemption date.
SECTION 2.08. FULL BOOK ENTRY FOR BONDS. Notwithstanding the
provisions set forth in Section 2.07 hereof, the Bonds shall be initially issued in the form
of a separate single certificated fully registered bond certificate for each of the maturities
of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered
in the registration books kept by the Registrar in the name of Cede & Co., as nominee of
The Depository Trust Company ("DTC"). All of the Outstanding Bonds shall be
15
registered in the registration books kept by the Registrar in the name of Cede & Co., as
nominee of DTC. As long as the Bonds shall be registered in the name of Cede & Co., all
payments of principal on the Bonds shall be made by the Paying Agent by check or draft
or by bank wire transfer to Cede & Co., as Holder of the Bonds, upon presentation of the
Bonds to be paid, to the Paying Agent.
With respect to the Bonds registered in the registration books kept by the Registrar
in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying
Agent shall have no responsibility or obligation to any direct or indirect participant in the
DTC book-entry program (the "Participants"). Without limiting the immediately
preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no
responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede
& Co. or any Participant with respect to any ownership interest on the Bonds, (B) the
delivery to any Participant or any other Person other than a Bondholder, as shown in the
registration books kept by the Registrar, of any notice with respect to the Bonds,
including any notice of redemption, or (C) the payment to any Participant or any other
Person, other than a Bondholder, as shown in the registration books kept by the Registrar,
of any amount with respect to principal of, Redemption Price, if applicable, or interest on
the Bonds. The Issuer, the Registrar and the Paying Agent shall treat and consider the
Person in whose name each Bond is registered in the registration books kept by the
Registrar as the Holder and absolute owner of such Bond for the purpose of payment of
principal, Redemption Price, if applicable, and interest with respect to such Bond, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for
the purpose of registering transfers with respect to such Bond, and for all other purposes
whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if applicable,
and interest on the Bonds only to or upon the order of the respective Holders, as shown in
the registration books kept by the Registrar, or their respective attorneys duly authorized
in writing, as provided herein and all such payments shall be valid and effective to fully
satisfy and discharge the Issuer's obligations with respect to payment of principal,
Redemption Price, if applicable, and interest on the Bonds to the extent of the sum or
sums so paid. No Person other than a Holder, as shown in the registration books kept by
the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to
make payments of principal, Redemption Price, if applicable, and interest pursuant to the
provisions of this Resolution. Upon delivery by DTC to the Issuer of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in Section 2.07 with respect to transfers during the 15 days next
preceding an Interest Date or mailing of notice of redemption, the words "Cede & Co."
shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall
promptly deliver a copy of the same to the Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the Outstanding Bonds be registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC,
16
is not in the best interest of the beneficial owners of the Bonds or (ii) to the effect that
DTC is unable or unwilling to discharge its responsibilities and no substitute depository
willing to undertake the functions of DTC hereunder can be found which is willing and
able to undertake such functions upon reasonable and customary terms, or (B)
determination by the Issuer that such book-entry only system is burdensome or
undesirable to the Issuer and compliance by the Issuer of all applicable policies and
procedures of DTC regarding discontinuance of the book entry registration system, the
Bonds shall no longer be restricted to being registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in
whatever name or names Holders shall designate, in accordance with the provisions of
this Resolution. In such event, the Issuer shall issue, and the Registrar shall authenticate,
transfer and exchange the Bonds of like principal amount and maturity, in denominations
of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing
notwithstanding, until such time as participation in the book-entry only system is
discontinued, the provisions set forth in the Blanket Letter of Representations previously
executed by the Issuer and delivered to DTC shall apply to the payment of principal of,
Redemption Price, if applicable, and interest on the Bonds.
SECTION 2.09. FORM OF BONDS. The text of the Bonds shall be in
substantially the following form with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Chairman prior to the issuance thereof
(which necessity and/or desirability and approval shall be presumed by such officer's
execution of the Bonds and the Issuer's delivery of the Bonds to the purchaser or
purchasers thereof):
17
No.R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE BONDS,
SERIES 2011
Interest
Rate
Maturity
Date
Date of
Original Issue
CUSIP Number
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that Collier County, Florida, a
political subdivision of the State of Florida (the "Issuer"), for value received, hereby
promises to pay, solely from the Non-Ad Valorem Revenues hereinafter described, 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 April I and October 1 of each year commencing April 1, 2012
until such Principal Amount shall have been paid, except as the provisions hereinafter set
forth with respect to redemption prior to maturity may be or become applicable hereto.
Such Principal Amount and interest and the premium, if any, on this Bond are
payable in any coin or currency of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private
debts. Such Principal Amount on this Bond is payable at the designated corporate trust
office of " Florida, 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
, , Florida, as Registrar, at the close of
business on the date which shall be the fifteenth day (whether or not a business day) of
the calendar month next preceding each interest payment date and shall be paid by a
check of such Paying Agent mailed to such Registered Holder at the address appearing on
18
such registration books or, at the request of such Registered Holder, by bank wire transfer
for the account of such Holder. Interest shall be calculated on the basis of a 360-day year
of twelve 30-day months.
This Bond is one of an authorized issue of Bonds in the aggregate principal
amount of $ (the "Bonds") of like date, tenor and effect, except as to
maturity date, interest rate, denomination and number issued under the authority of and in
full compliance with the Constitution and laws of the State of Florida, particularly
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the
"Act"), and a resolution duly adopted by the Board of County Commissioners of the
Issuer, on October 25, 2011, as the same may be amended and supplemented (the
"Resolution"), and is subject to all the terms and conditions of the Resolution.
Capitalized undefined terms used herein shall have the meanings ascribed thereto in the
Resolution. The Bonds are being issued to refund certain outstanding indebtedness of the
Issuer.
Pursuant to the Resolution, the Issuer has covenanted to appropriate in its annual
budget, by amendment, if necessary, such amounts of Non-Ad Valorem Revenues which
are not otherwise pledged, restricted or encumbered, as shall be necessary to pay the
principal of and interest on the Bonds when due and all required rebate payments. Such
covenant to appropriate Non-Ad Valorem Revenues is not a pledge by the Issuer of such
Non-Ad Valorem Revenues and is subject in all respects to the payment of obligations
secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered
into (including the payment of debt service on bonds or other debt instruments) and also
to the payment of services and programs which are for essential public purposes affecting
the health, safety and welfare of the inhabitants of the Issuer or which are legally
mandated by applicable law.
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS
BOND THAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF
FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE
NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY,
AND INTEREST ON THIS BOND AND THAT SUCH HOLDER SHALL NEVER
HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING
POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL
SUBDIVISION OR AGENCY THEREOF, TO THE PAYMENT OF SUCH
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. THIS BOND AND THE
OBLIGATION EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON
ANY PROPERTY OF THE ISSUER, BUT SHALL BE PAYABLE SOLELY FROM
THE AMOUNTS BUDGETED AND APPROPRIATED BY THE ISSUER AS
DESCRIBED ABOVE AND AS PROVIDED IN THE RESOLUTION.
The Issuer has established a book-entry system of registration for the Bonds.
Except as specifically provided otherwise in the Resolution, an agent will hold this Bond
19
on behalf of the beneficial owner thereof. By acceptance of a confirmation of purchase,
delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to
such arrangement.
This Bond is transferable in accordance with the terms of the Resolution only
upon the books of the Issuer kept for that purpose at the designated corporate trust office
of the Registrar by the Registered Holder hereof in person or by his attorney duly
authorized in writing, upon the surrender of this Bond together with a written instrument
of transfer satisfactory to the Registrar duly executed by the Registered Holder or his
attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same
aggregate principal amount shall be issued to the transferee in exchange therefor, and
upon the payment of the charges, if any, therein prescribed. The Bonds are issuable in
the form of fully registered Bonds in the denomination of $5,000 and any integral
multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer,
the Registrar and any Paying Agent may treat the Registered Holder of this Bond as the
absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and
shall not be affected by any notice to the contrary. The Issuer shall not be obligated to
make any exchange or transfer of the Bonds during the fifteen (15) days next preceding
an interest payment date or, in the case of any proposed redemption of Bonds, then, for
the Bonds subject to redemption, during the 15 days next preceding the date of the first
mailing of notice of such redemption and continuing until such redemption date.
(INSERT REDEMPTION PROVISIONS)
Redemption of this Bond under the preceding paragraphs shall be made as
provided in the Resolution upon notice given by first class mail sent at least 30 days prior
to the redemption date to the Registered Holder hereof at the address shown on the
registration books maintained by the Registrar; provided, however, that failure to mail
notice to the Registered Holder hereof, or any defect therein, shall not affect the validity
of the proceedings for redemption of other Bonds as to which no such failure or defect
has occurred. In the event that less than the full principal amount hereof shall have been
called for redemption, the Registered Holder hereof shall surrender this Bond in
exchange for one or more Bonds in an aggregate principal amount equal to the
unredeemed portion of principal, as provided in the Resolution.
As long as the book-entry only system is used for determining beneficial
ownership of the Bonds, notice of redemption will only be sent to Cede & Co. Cede &
Co. will be responsible for notifying the DTC Participants, who will in turn be
responsible for notifying the beneficial owners of the Bonds. Any failure of Cede & Co.
to notify any DTC Participant, or of any DTC Participant to notify the beneficial owner
of any such notice, will not affect the validity of the redemption of the Bonds.
Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the
20
pledge and covenants securing this Bond, the nature, manner and extent of enforcement
of such pledge and covenants, and the rights, duties, immunities and obligations of the
Issuer.
It is hereby certified and recited that all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond, exist,
have happened and have been performed, in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable thereto, and that the issuance
of the Bonds does not violate any constitutional or statutory limitations or provisions.
Neither the Chairman nor the members of the Board of County Commissioners of
the Issuer nor any person executing this Bond shall be liable personally hereon or be
subject to any personal liability or accountability by reason of the issuance hereof.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, Collier County, Florida has issued this Bond and has
caused the same to be executed by the manual or facsimile signature of the Chairman of
the Board of County Commissioners and attested by the manual or facsimile signature of
the Clerk of the Circuit Court for Collier County, Florida and Ex-Officio Clerk of the
Board of County Commissioners, and its official seal or a facsimile thereof to be affixed
or reproduced hereon, all Date of Original Issue.
COLLIER COUNTY, FLORIDA.
(SEAL)
Chairman, Board of County Commissioners
ATTESTED:
Clerk, Circuit Court for Collier County,
Florida and Ex-Officio Clerk of the Board
of County Commissioners
Approved as to Form and Legal
Sufficiency:
County Attorney
21
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Issue described in the within-mentioned
Resolution.
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Officer
22
Unless this certificate is presented by an authorized representative of The
Depository Trust Company to the Issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by the authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(N ame and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
, as attorneys to register the transfer of the said Bond on
the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: Signature must be
guaranteed by an institution which is a
participant in the Securities Transfer
Agent Medallion Program (STAMP) or
similar program.
NOTICE: The signature to this
assignment must correspond with the
name of the Registered Holder as it
appears upon the face of the within Bond
in every particular, without alteration or
enlargement or any change whatever and
the Social Security or other identifying
number of such assignee must be
supplied.
23
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
In common
UNIF TRANS MIN ACT --
(Cust. )
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
24
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. (A) The terms of this
Article In shall apply to redemption of Bonds.
(B) The Bonds may be subject to such optional and mandatory sinking fund
redemption provisions as are determined by the Chairman in accordance with Section
2.01 hereof and as set forth in the Official Statement.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The
Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The Issuer shall, at least 45 days prior to the redemption date (unless a
shorter time period shall be satisfactory to the Registrar), notify the Registrar of such
redemption date and of the 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 45
days and not less than 35 days prior to the redemption date by the Registrar from the
Outstanding Bonds of the maturity or maturities designated by the Issuer by such method
as the Registrar shall deem fair and appropriate and which may provide for the selection
for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral
multiples thereof. Notwithstanding the foregoing, in the event that less than the entire
principal amount of a Term Bond is to be optionally redeemed, the Issuer shall determine
how the principal amount of such refunded Term Bond is to be allocated to the
Amortization Installments for the Term Bond and shall notify the Paying Agent and
Registrar of such allocation.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed,
the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the
Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial redemption, the principal
amount thereof to be redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. Notice of such redemption,
which shall specify the Bond or Bonds (or portions thereof) to be redeemed and the date
and place for redemption, shall be given by the Registrar on behalf of the Issuer, and (A)
shall be filed with the Paying Agent of such Bonds, (B) shall be mailed first class,
postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date
to all Holders of Bonds to be redeemed at their addresses as they appear on the
registration books kept by the Registrar as of the date of mailing of such notice, and (C)
shall be mailed, certified mail, postage prepaid, at least 35 days prior to the redemption
date to the registered securities depositories and two or more nationally recognized
municipal bond information services as hereinafter provided in this Section 3.03. Failure
25
to mail such notice to such depositories or services or the Holders of the Bonds to be
redeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds
as to which no such failure or defect has occurred. Failure of any Holder to receive any
notice mailed as herein provided shall not affect the proceedings for redemption of such
Holder's Bonds.
Each notice of redemption shall state: (1) the CUSIP numbers and any other
distinguishing number or letter of all Bonds being redeemed, (2) the original issue date of
such Bonds, (3) the maturity date and rate of interest borne by each Bond being
redeemed, (4) the redemption date, (5) the Redemption Price, (6) the date on which such
notice is mailed, (7) if less than all Outstanding Bonds are to be redeemed, the certificate
number (and, in the case of a partial redemption of any Bond, the principal amount) of
each Bond to be redeemed, (8) that on such redemption date there shall become due and
payable upon each Bond to be redeemed the Redemption Price thereof, or the
Redemption Price of the specified portions of the principal thereof in the case of Bonds to
be redeemed in part only, together with interest accrued thereon to the redemption date,
and that from and after such date interest thereon shall cease to accrue and be payable,
(9) that the Bonds to be redeemed, whether as a whole or in part, are to be surrendered for
payment of the Redemption Price at the designated office of the Registrar at an address
specified, (10) the name and telephone number of a person designated by the Registrar to
be responsible for such redemption, (11) unless sufficient funds have been set aside by
the Issuer for such purpose prior to the mailing of the notice of redemption, that such
redemption is conditioned upon the deposit of sufficient funds for such purpose on or
prior to the date set for redemption, and (12) any other conditions that must be satisfied
prior to such redemption.
In addition to the mailing of the notice described above, each notice of redemption
and payment of the Redemption Price shall meet the following requirements; provided,
however, the failure to provide such further notice of redemption or to comply with the
terms of this paragraph shall not in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as prescribed above:
(A) Each further notice of redemption shall be sent by certified mail or
overnight delivery service or telecopy to all registered securities depositories then in the
business of holding substantial amounts of obligations of types comprising the Bonds
(such depositories now being The Depository Trust Company, New York, New York,
Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depository Trust
Company, Philadelphia, Pennsylvania) and to two or more national information services
which disseminate notices of prepayment or redemption of obligations such as the Bonds
(such information services now being called Financial Information, Inc.'s "Daily Called
Bond Service," Jersey City, New Jersey, Kenny Information Service's "Called Bond
Service," New York, New York, Moody's "Municipal and Government," New York, New
York and Standard & Poor's "Called Bond Record," New York, New York).
26
(B) Each further notice of redemption shall be sent to such other Person, if any,
as shall be required by applicable law or regulation.
The Issuer may provide that a redemption will be contingent upon the occurrence
of certain conditions and that if such conditions do not occur the notice of redemption
will be rescinded, provided notice of rescission shall be mailed in the manner described
above to all affected Bondholders as soon as practicable but in no event later than three
business days following knowledge by the Issuer and/or the Registrar that the condition
for redemption has not or will not occur.
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond
which is to be redeemed only in part shall be surrendered at any place of payment
specified in the notice of redemption (with due endorsement by, or written instrument of
transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond
or Bonds, of any authorized denomination, as requested by such Holder in an aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of
the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of
redemption having been given substantially as aforesaid, the Bonds or portions of Bonds
to be redeemed shall, on the redemption date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Issuer shall default in the
payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice,
such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate
Redemption Price, plus accrued interest. All Bonds which have been redeemed shall be
cancelled and destroyed by the Registrar and shall not be reissued.
[Remainder of page intentionally left blank]
27
ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUER
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The
Bonds shall not be or constitute general obligations or indebtedness of the Issuer as
"bonds" within the meaning of any constitutional or statutory provision, but shall be
special obligations of the Issuer, payable solely from amounts budgeted and appropriated
by the Issuer from Non-Ad Valorem Revenues in accordance with Section 4.02 hereof.
No Holder of any Bond shall ever have the right to compel the exercise of any ad
valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any
moneys of the Issuer except from the Non-Ad Valorem Revenues in the manner and to
the extent provided herein.
SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE;
PAYMENT OF BONDS. The Issuer covenants and agrees to appropriate in its annual
budget, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient
to (A) pay principal of and interest on the Bonds when due, and (B) pay all required
deposits to the Rebate Fund pursuant to Section 4.03 hereof. Such covenant and
agreement on the part of the Issuer to budget and appropriate such amounts of Non-Ad
Valorem Revenues shall be cumulative to the extent not paid, and shall continue until
such Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to
make all such required payments shall have been budgeted, appropriated and actually
paid. Notwithstanding the foregoing covenant of the Issuer, the Issuer does not covenant
to maintain any services or programs, now provided or maintained by the Issuer, which
generate Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge
of such Non-Ad Valorem Revenues, nor does it preclude the Issuer from pledging in the
future its Non-Ad Valorem Revenues, nor does it require the Issuer to levy and collect
any particular Non-Ad Valorem Revenues, nor does it give the Bondholders a prior claim
on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the Issuer.
Such covenant to appropriate Non-Ad Valorem Revenues is subject in all respects to the
payment of obligations secured by a pledge of such Non-Ad Valorem Revenues
heretofore or hereafter entered into (including the payment of debt service on bonds and
other debt instruments). However, the covenant to budget and appropriate for the
purposes and in the manner stated herein shall have the effect of making available for the
payment of the Bonds, in the manner described herein, Non-Ad Valorem Revenues and
placing on the Issuer a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all
respects to the restrictions of Section 129.07, Florida Statutes, which generally provide
that the governing body of each county may only make appropriations for each fiscal year
which, in anyone year, shall not exceed the amount to be received from taxation or other
revenue sources; and subject, further, to the payment of services and programs which are
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for essential public purposes affecting the health, safety and welfare of the inhabitants of
the Issuer or which are legally mandated by applicable law.
The Issuer covenants and agrees to transfer to the Paying Agent for the Bonds,
solely from funds budgeted and appropriated as described in this Section 4.02, at least
one business day prior to the date designated for payment of any principal of or interest
on the Bonds, sufficient moneys to pay such principal or interest. The Registrar and
Paying Agent shall utilize such moneys for payment of the principal and interest on the
Bonds when due.
SECTION 4.03. REBATE FUND. The Issuer covenants and agrees to
establish a special fund to be known as the "Collier County, Florida Special Obligation
Refunding Revenue Bonds, Series 2011 Rebate Fund," which shall be held in trust by the
Issuer and used solely to make required rebates to the United States (except to the extent
the same may be used to pay debt service on the Bonds) and the Bondholders shall have
no right to have the same applied for debt service on the Bonds. The Issuer agrees to
undertake all actions required of it in its arbitrage certificate relating to the Bonds,
including, but not limited to:
(A) making a determination in accordance with the Code of the amount
required to be deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into the Rebate
Fund;
(C) paying on the dates and in the manner required by the Code to the United
States Treasury from the Rebate Fund and any other legally available moneys of the
Issuer such amounts as shall be required by the Code to be rebated to the United States
Treasury; and
(D) keeping such records of the determinations made pursuant to this Section
4.03 as shall be required by the Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificates may be amended
without the consent of any Holder from time to time as shall be necessary, in the opinion
of Bond Counsel, to comply with the provisions of the Code.
SECTION 4.04. ANTI-DILUTION. During such time as any Bonds are
Outstanding hereunder, the Issuer agrees and covenants with the Bondholders that (1)
Non-Ad Valorem Revenues shall cover projected Maximum Annual Debt Service on the
Bonds and maximum annual debt service on Debt by at least 1.5x; and (2) projected
Maximum Annual Debt Service on the Bonds and maximum annual debt service for all
Debt will not exceed 20% of the aggregate of General Fund Revenues, MSTD Revenues
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and Impact Fee Proceeds exclusive of (a) ad valorem tax revenues restricted to payment
of debt service on any Debt and (b) any proceeds of the Bonds or Debt. The calculations
required by clauses (1) and (2) above shall be determined using the average of actual
revenues for the prior two Fiscal Years based on the Issuer's Annual Audits.
For the purposes of the covenants contained in this Section 4.04, maximum annual
debt service on Debt means, with respect to Debt that bears interest at a fixed interest
rate, the actual maximum annual debt service, and, with respect to Debt which bears
interest at a variable interest rate, maximum annual debt service on such Debt shall be
determined assuming that interest accrues on such Debt at the current "Bond Buyer
Revenue Bond Index" as published in The Bond Buver no more than two weeks prior to
any such calculation; provided, however, if any Debt, whether bearing interest at a fixed
or variable interest rate, constitutes Balloon Indebtedness, as defined in the immediately
following sentence, maximum annual debt service on such Debt shall be determined
assuming such Debt is amortized over 20 years on an approximately level debt service
basis. For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25%
or more of the original principal of which matures during anyone Fiscal Year. In
addition, with respect to debt service on any Debt which is subject to a Qualified Hedge
Agreement, interest on such Debt during the term of such Qualified Hedge Agreement
shall be deemed to be the Hedge Payments coming due during such period of time.
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ARTICLE V
COVENANTS
SECTION 5.01. GENERAL. The Issuer hereby makes the following
covenants, in addition to all other covenants in this Resolution, with each and every
successive Holder of any of the Bonds so long as any of said Bonds remain Outstanding.
SECTION 5.02. ANNUAL BUDGET. The Issuer shall annually prepare and
adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with
applicable law.
If for any reason the Issuer shall not have adopted the Annual Budget before the
first day of any Fiscal Year, the preliminary budget for such year shall be deemed to be in
effect for such Fiscal Year until the Annual Budget for such Fiscal Year is adopted.
The Issuer shall provide the Annual Budget to any Holder or Holders of Bonds
upon written request. The Issuer shall be permitted to make a reasonable charge for
furnishing such information to such Holder or Holders.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall, immediately after the
close of each Fiscal Year, cause the books, records and accounts relating to the Issuer to
be properly audited by a recognized independent firm of certified public accountants, and
shall require such accountants to complete their report of such Annual Audit in
accordance with applicable law. Each Annual Audit shall be in conformity with
generally accepted accounting principles as applied to governmental entities.
The Issuer shall provide the Annual Audit to any Holder or Holders of Bonds upon
written request. The Issuer shall be permitted to make a reasonable charge for furnishing
such information to such Holder or Holders.
SECTION 5.04. FEDERAL INCOME TAXATION COVENANTS. The
Issuer covenants with the Holders of the Bonds that it shall not use the proceeds of the
Bonds in any manner which would cause the interest on such Bonds to be or become
included in gross income for purposes of federal income taxation.
The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any
Person under its control or direction will make any use of the proceeds of the Bonds (or
amounts deemed to be proceeds under the Code) in any manner which would cause the
Bonds to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor
any other Person shall do any act or fail to do any act which would cause the interest on
the Bonds to become subject to inclusion within gross income for purposes of federal
income taxation.
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The Issuer hereby covenants with the Holders of the Bonds that it will comply
with all provisions of the Code necessary to maintain the exclusion from gross income of
interest on the Bonds for purposes of federal income taxation, including, in particular, the
payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default":
(A) Default shall be made in the payment of the principal of, Redemption Price,
if applicable, or interest on any Bond when due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by
the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any
act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer
for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by
the Issuer into an agreement of composition with its creditors, or the approval by a court
of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its
reorganization instituted under the provisions of the Federal Bankruptcy Act, as
amended, or under any similar act in any jurisdiction which may now be in effect or
hereafter enacted.
(C) The Issuer shall default in the due and punctual performance of any other of
the covenants, conditions, agreements and provisions contained in the Bonds or in this
Resolution on the part of the Issuer to be performed, and such default shall continue for a
period of 30 days after written notice of such default shall have been received from the
Holders of not less than 25% of the aggregate principal amount of Bonds Outstanding.
Notwithstanding the foregoing, the Issuer shall not be deemed to be in default hereunder
if such default can be cured within a reasonable period of time and if the Issuer in good
faith institutes appropriate curative action and diligently pursues such action until default
has been corrected.
SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for such Bondholders may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the Laws of the State,
or granted and contained in this Resolution, and may enforce and compel the
performance 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,
trustee or receiver shall have the right to declare the Bonds immediately due and payable.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
25% of the Bonds then Outstanding may by a duly executed certificate in writing appoint
a trustee for Holders of Bonds issued pursuant to this Resolution with authority to
represent such Bondholders in any legal proceedings for the enforcement and protection
of the rights of such Bondholders and such certificate shall be executed by such
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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 25% in aggregate principal amount of Bonds
Outstanding and the trust instrument under which the trustee shall have agreed to serve
shall be filed with the Issuer and the trustee and notice of such appointment shall be given
to all Holders of Bonds in the same manner as notices of redemption are given hereunder.
After the appointment of the first trustee hereunder, no further trustees may be appointed;
however, the Holders of a majority in aggregate principal amount of all the Bonds then
Outstanding may remove the trustee initially appointed and appoint a successor and
subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding) have the right, by an instrument or concurrent instruments in writing
executed and delivered to the trustee, to direct the method and place of conducting all
remedial proceedings to be taken by the trustee hereunder with respect to the Bonds
owned by such Holders, provided that such direction shall not be otherwise than in
accordance with law or the provisions hereof, and that the trustee shall have the right to
decline to follow any direction which in the opinion of the trustee would be unjustly
prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred
upon or reserved to the Bondholders is intended to be exclusive of any other remedy or
remedies, and each and every such remedy shall be cumulative, and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default, or an
acquiescence therein; and every power and remedy given by Section 6.02 to the
Bondholders may be exercised from time to time, and as often as may be deemed
expedient.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an
Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or
receiver appointed for the purpose shall apply all moneys received from the Issuer for
payment of the Outstanding Bonds as follows and in the following order:
A. To the payment of the reasonable and proper charges, expenses and
liabilities of the trustee or receiver and Registrar hereunder;
B. To the payment of the interest and principal or Redemption Price, if
applicable, then due on the Bonds, as follows:
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(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 (other than interest on Bonds for the
payment of which moneys are held pursuant to the provisions of
Section 8.01 of this Resolution), in the order of the maturity of such
installments, and, if the amount available shall not be sufficient to
pay in full any particular installment, then to the payment ratably,
according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due at
maturity or upon mandatory redemption prior to maturity (other than
Bonds for the payment of which moneys are held pursuant to the
provisions of Section 8.0 I of this Resolution), in the order of their
due dates, with interest upon such Bonds from the respective dates
upon which they became due, and, if the amount available shall not
be sufficient to pay in full Bonds due on any particular date, together
with such interest, then to the payment first of such interest, ratably
according to the amount of such interest due on such date, and then
to the payment of such principal, ratably according to the amount of
such principal due on such date, to the Persons entitled thereto
without any discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds
called for optional redemption pursuant to the provisions of this
Resolution (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of Section 8.01
of this Resolution).
(2) If the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied to the payment of the principal and interest then
due and unpaid upon the Bonds, with interest thereon as aforesaid, without
preference or priority of principal over interest or of interest over principal, or of
any installment of interest over any other installment of interest, or of any Bond
over any other Bond, ratably, according to the amounts due respectively for
principal and interest, to the Persons entitled thereto without any discrimination or
preference.
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ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may
adopt such Supplemental Resolutions without the consent of the Bondholders (which
Supplemental Resolution shall thereafter form a part hereof) for any of the following
purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any
inconsistent provisions in this Resolution or to clarify any matters or questions arising
hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Resolution other conditions, limitations and
restrictions thereafter to be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution
other covenants and agreements thereafter to be observed by the Issuer or to surrender
any right or power herein reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things referred to in Section 2.01
hereof and also any other matters and things relative to such Bonds which are not
contrary to or inconsistent with this Resolution as theretofore in effect, or to amend,
modify or rescind any such authorization, specification or determination at any time prior
to the first delivery of the Bonds.
(F) To make any other change that, in the reasonable opinion of the Issuer,
would not materially adversely affect the interests of the Holders of the Bonds.
SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH
BONDHOLDERS'CONSENT. Subject to the terms and provisions contained in this
Section 7.02 and Sections 7.01 and 7.03 hereof, the Holder or Holders of not less than a
majority in aggregate principal amount of the Bonds then Outstanding shall have the
right, from time to time, anything contained in this Resolution to the contrary
notwithstanding, to consent to and approve the adoption of such Supplemental
Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose
of supplementing, modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Resolution; provided,
however, that if such modification or amendment will, by its terms, not take effect so
36
long as any Bonds of any specified 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. No Supplemental Resolution may be approved or adopted which shall permit or
require, without the consent of all affected Bondholders, (A) an extension of the maturity
of the principal of or the payment of the interest on any Bond issued hereunder,
(B) reduction in the principal amount of any Bond or the Redemption Price or the rate of
interest thereon, (C) a preference or priority of any Bond or Bonds over any other Bond
or Bonds, or (D) a reduction in the aggregate principal amount of the Bonds required for
consent to such Supplemental Resolution. Nothing herein contained, however, shall be
construed as making necessary the approval by Bondholders of the adoption of any
Supplemental Resolution as authorized in Section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary or desirable to adopt
any Supplemental Resolution pursuant to this Section 7.02, the Clerk shall cause the
Registrar to give notice of the proposed adoption of such Supplemental Resolution and
the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at
their addresses as they appear on the registration books. Such notice shall briefly set
forth the nature of the proposed Supplemental Resolution and shall state that copies
thereof are on file at the offices of the Clerk and the Registrar for inspection by all
Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder
by reason of its failure to cause the notice required by this Section 7.02 to be mailed and
any such failure shall not affect the validity of such Supplemental Resolution when
consented to and approved as provided in this Section 7.02.
Whenever the Issuer shall deliver to the Clerk an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall
refer to the proposed Supplemental Resolution described in such notice and shall
specifically consent to and approve the adoption thereof in substantially the form of the
copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may
adopt such Supplemental Resolution in substantially such form, without liability or
responsibility to any Holder of any Bond, whether or not such Holder shall have
consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the
Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall
have consented to and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such Supplemental Resolution,
or to object to any of the terms and provisions contained therein or the operation thereof,
or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain
the Issuer from adopting the same or from taking any action pursuant to the provisions
thereof.
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Upon the adoption of any Supplemental Resolution pursuant to the provisions of
this Section 7.02, this Resolution shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under this
Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be
determined, exercised and enforced in all respects under the provisions of this Resolution
as so modified and amended.
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ARTICLE VIII
DEFEASANCE
SECTION 8.01. DEFEASANCE. If the Issuer shall payor cause to be paid
or there shall otherwise be paid to the Holders of any Bonds, the principal and interest or
Redemption Price due or to become due thereon, at the times and in the manner stipulated
therein and in this Resolution, all covenants, agreements and other obligations of the
Issuer to the holders of such Bonds shall thereupon cease, terminate and become void and
be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to
the Issuer all money or securities held by them pursuant to this Resolution which are not
required for payment or redemption of any Bonds not theretofore surrendered for such
payment or redemption.
Any Bonds or interest installments appertaining thereto shall be deemed to have
been paid within the meaning of this Section 8.0 I if (i) in case any such Bonds are to be
redeemed prior to the maturity thereof, there shall have been taken all action necessary to
call such Bonds for redemption and notice of such redemption shall have been duly given
or provision shall have been made for the giving of such notice, and (ii) there shall have
been deposited in irrevocable trust with a banking institution or trust company by or on
behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding
Securities verified by an independent certified public accountant to be in such amount
that the principal of and the interest on which, when due, will provide moneys which,
together with the moneys, if any, deposited with such banking institution or trust
company at the same time shall be sufficient, to pay the principal of, Redemption Price, if
applicable and interest due and to become due on said Bonds on and prior to the
redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Refunding Securities nor any moneys so deposited with such
banking institution or trust company nor any moneys received by such bank or trust
company on account of principal of or interest on said Refunding Securities shall be
withdrawn or used for any purpose other than, and all such moneys shall be held in trust
for and be applied to, the payment, when due, of the principal of or Redemption Price of
the Bonds for the payment of which they were deposited and the interest accruing thereon
to the date of redemption or maturity, as the case may be; provided, however, the Issuer
may substitute new Refunding Securities and moneys for the deposited Refunding
Securities and moneys if the new Refunding Securities and moneys are sufficient to pay
the principal of and interest on or Redemption Price, if applicable, of the refunded Bonds.
If Bonds are not to be redeemed or paid within 60 days after any such defeasance
described in this Section 8.01, the Issuer shall cause the Registrar to mail a notice to the
Holders of such Bonds that the deposit required by this Section 8.01 of moneys or
Refunding Securities has been made and said Bonds are deemed to be paid in accordance
with the provisions of this Section 8.01 and stating such maturity date upon which
moneys are to be available for the payment of the principal of and interest on or
39
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 8.01.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding
Bonds for redemption prior to maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the Issuer in determining whether to exercise
any such option for early redemption.
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ARTICLE IX
PROVISIONS RELATING TO BONDS
SECTION 9.01. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are
hereby authorized and approved. The Chairman is hereby authorized to make such
changes, insertions and modifications as he or she shall deem necessary prior to the
advertisement of such Official Notice of Sale or a summary thereof. The Chairman is
hereby authorized to advertise and publish the Official Notice of Sale or a summary
thereof at such time as he or she shall deem necessary and appropriate, upon the advice of
the Financial Advisor and Bond Counsel, to accomplish the competitive sale of the Bonds
in accordance with applicable law.
SECTION 9.02. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL
STATEMENT. (A) The Issuer hereby authorizes the distribution and use of the
Preliminary Official Statement in substantially the form attached hereto as Exhibit C in
connection with the offering of the Bonds for sale. If between the date hereof and the
mailing of the Preliminary Official Statement, it is necessary to make insertions,
modifications or changes in the Preliminary Official Statement, any Authorized Officer is
hereby authorized to approve such insertions, changes and modifications. Any
Authorized Issuer Officer is hereby authorized to deem the Preliminary Official
Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities
Exchange Act of 1934 in the form as mailed. Execution of a certificate by an Authorized
Issuer Officer deeming the Preliminary Official Statement "final" as described above
shall be conclusive evidence of the approval of any insertions, changes or modifications.
(B) Subject in all respects to the satisfaction of the conditions set forth in
Section 2.0 I hereof, the Chairman is hereby authorized and directed to execute and
deliver a final Official Statement, dated the date of the sale of the Bonds, which shall be
in substantially the form of the Preliminary Official Statement relating to the Bonds, in
the name and on behalf of the Issuer, and thereupon to cause such Official Statement to
be delivered to the Underwriter with such changes, amendments, modifications,
omissions and additions as may be approved by the Chairman. Said Official Statement,
including any such changes, amendments, modifications, omissions and additions as
approved by the Chairman, and the information contained therein are hereby authorized
to be used in connection with the sale of the Bonds to the public. Execution by the
Chairman of the Official Statement shall be deemed to be conclusive evidence of
approval of such changes.
SECTION 9.03. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the satisfaction of the conditions set forth in
Section 2.01 hereof, U.S. Bank National Association, Fort Lauderdale, Florida is hereby
designated Registrar and Paying Agent for the Bonds. Any Authorized Officer is hereby
41
authorized to enter into any agreement which may be necessary to effect the transactions
contemplated by this Section 9.02 and by this Resolution.
SECTION 9.04. SECONDARY MARKET DISCLOSURE. Subject to the
satisfaction in all respects with the conditions set forth in Section 2.01 hereof, the Issuer
hereby covenants and agrees that, in order to provide for compliance by the Issuer with
the secondary market disclosure requirements of Rule 15c2-12 of the Security and
Exchange Commission (the "Rule"), it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate (the "Disclosure Certificate") to be
executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended
from time to time in accordance with the terms thereof. The Disclosure Certificate shall
be substantially in the form attached hereto as Exhibit B with such changes, amendments,
modifications, omissions and additions as shall be approved by the Chairman who is
hereby authorized to execute and deliver such Disclosure Certificate. Notwithstanding
any other provision of the Resolution, failure of the Issuer to comply with such
Disclosure Certificate shall not be considered an event of default hereunder; provided,
however, any Bondholder may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Issuer to
comply with its obligations under this Section 9.04 and the Disclosure Certificate. For
purposes of this Section 9.04 "Bondholder" shall mean any person who (A) has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries), or (B) is treated as the owner of any Bonds for
federal income tax purposes.
SECTION 9.05. AUTHORIZATION TO EXECUTE ESCROW
AGREEMENT. Subject in all respects to the satisfaction of the conditions set forth in
Section 2.01 hereof, the Issuer hereby authorizes the Chairman to execute and the Clerk
to attest the Escrow Agreement and to deliver the Escrow Agreement to U.S. Bank
National Association, Fort Lauderdale, Florida, which is hereby appointed as Escrow
Agent thereunder. All of the provisions of the Escrow Agreement when executed and
delivered by the Issuer as authorized herein and when duly authorized, executed and
delivered by the Escrow Agent, shall be deemed to be a part of this Resolution as fully
and to the same extent as if incorporated verbatim herein, and the Escrow Agreement
shall be in substantially the form attached hereto as Exhibit D, with such changes,
amendments, modifications, omissions and additions, including the date of such Escrow
Agreement, as may be approved by the Chairman. Execution by the Chairman of the
Escrow Agreement shall be deemed to be conclusive evidence of the approval of such
changes.
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ARTICLE X
MISCELLANEOUS
SECTION 10.01. SALE OF BONDS. The Bonds shall be issued and sold at
public or private sale at one time or in installments from time to time and at such price or
prices as shall be consistent with the provisions of the Act, the requirements of this
Resolution and other applicable provisions of law.
SECTION 10.02. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions of this Resolution shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements and provisions of
this Resolution and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or of the Bonds issued hereunder.
SECTION 10.03. VALIDATION AUTHORIZED. To the extent deemed
necessary by Bond Counselor desirable by the County Attorney, Bond Counsel is
authorized to institute appropriate proceedings for validation of the Bonds herein
authorized pursuant to Chapter 75, Florida Statutes.
SECTION 10.04. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
[Remainder of page intentionally left blank]
43
SECTION 10.05. EFFECTIVE DATE. This Resolution shall become
effective immediately upon its adoption.
DULY ADOPTED this 25th day of October, 2011.
(SEAL)
COLLIER COUNTY, FLORIDA
Chairman~~ry~on=
44
..
COLLIER COUNTY, FLORIDA
SPECIAL OBLIGATION REFUNDING REVENUE BONDS, SERIES 2011
BOND RESOLUTION
ADOPTED OCTOBER 25, 2011
ARTICLE I
GENERAL
DEFINITIONS. ........... ............ ................ ....... ......... ...................... ..... 1
AUTHORITY FOR RESOLUTION.................................................. 7
RESOLUTION TO CONSTITUTE CONTRACT. ........................... 8
FINDINGS. ...... ........... ......... ............ ....... ............. .............................. 8
AUTHORIZATION OF REFUNDING OF REFUNDED
BONDS. .............................. ............................ .................... ........ 10
ARTICLE II
AUTHORIZATION, TERMS, SALE, EXECUTION AND REGISTRATION OF
BONDS
AUTHORIZATION AND DESCRIPTION OF BONDS ............... 11
APPLICATION OF BOND PROCEEDS........................................ 12
EXECUTION OF BONDS .............................................................. 13
AUTHENTICATION......... ............... ............ ......... .................... ...... 13
TEMPORARY BONDS........... ................. ....... ........... ..................... 13
BONDS MUTILATED, DESTROYED, STOLEN OR LOST .......14
INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER ........... ............................ ......... .................. ........ ...... 14
SECTION 2.08. FULL BOOK ENTRY FOR BONDS .............................................. 15
SECTION 2.09. FORM OF BONDS .......................................................................... 17
ARTICLE III
REDEMPTION OF BONDS
PRIVILEGE OF REDEMPTION .................................................... 25
SELECTION OF BONDS TO BE REDEEMED ............................ 25
NOTICE OF REDEMPTION ..........................................................25
REDEMPTION OF PORTIONS OF BONDS................................. 27
PAYMENT OF REDEEMED BONDS ........................................... 27
ARTICLE IV
SECURITY; FUNDS; COVENANTS OF THE ISSUER
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER................... 28
SECTION 4.02. COVENANT TO BUDGET AND APPROPRIATE;
PAYMENT OF BONDS ............................................................ 28
SECTION 4.03. REBATE FUND .............................................................................. 29
SECTION 4.04. ANTI-DILUTION .................... ...................... ............. ..................... 29
SECTION 1.01.
SECTION 1.02.
SECTION 1.03.
SECTION 1.04.
SECTION 1.05.
SECTION 2.01.
SECTION 2.02.
SECTION 2.03.
SECTION 2.04.
SECTION 2.05.
SECTION 2.06.
SECTION 2.07.
SECTION 3.01.
SECTION 3.02.
SECTION 3.03.
SECTION 3.04.
SECTION 3.05.
~
~
TABLE OF CONTENTS
PAGE
SECTION 5.01.
SECTION 5.02.
SECTION 5.03.
SECTION 5.04.
SECTION 6.01.
SECTION 6.02.
SECTION 6.03.
SECTION 6.04.
SECTION 6.05.
SECTION 6.06.
SECTION 7.01.
SECTION 7.02.
SECTION 8.01.
SECTION 9.01.
SECTION 9.02.
SECTION 9.03.
SECTION 9.04.
SECTION 9.05.
SECTION 10.01.
SECTION 10.02.
SECTION 10.03.
SECTION 10.04.
ARTICLE V
COVENANTS
GENERAL ........... ....... .............. .............. ............. ................ ............ 31
ANNUAL BUDGET .......... ............. .............. .............. ..................... 31
ANNUAL AUDIT ....... .......... .................. ............. ............................ 31
FEDERAL INCOME TAXATION COVENANTS ........................ 31
ARTICLE VI
DEF AUL TS AND REMEDIES
EVENTS OF DEF AUL T ................................................................. 33
REMEDIES .......... ........ ............ ................... ......... .......... .................. 33
DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS ................. ............ ......... ................................... 34
REMEDIES CUMULATIVE ..........................................................34
WAIVER OF DEF AUL T................................................................. 34
APPLICATION OF MONEYS AFTER DEFAULT....................... 34
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SUPPLEMENTAL RESOLUTION WITHOUT
BONDHOLDERS' CONSENT .................................................. 36
SUPPLEMENTAL RESOLUTION WITH
BONDHOLDERS 'CONSENT. .......... ............ .............. .............. 36
ARTICLE VIII
DEFEASANCE
DEFEASANCE ................................................................................39
ARTICLE IX
PROVISIONS RELATING TO BONDS
OFFICIAL NOTICE OF SALE ....................................................... 41
PRELIMINARY OFFICIAL STATEMENT; OFFICIAL
STATEMENT .............................................................................41
APPOINTMENT OF PAYING AGENT AND REGISTRAR........ 41
SECONDARY MARKET DISCLOSURE...................................... 42
AUTHORIZATION TO EXECUTE ESCROW AGREEMENT.... 42
ARTICLE X
MISCELLANEOUS
SALE OF BONDS ................... ........................ ........... ............... ...... 43
SEVERABILITY OF INVALID PROVISIONS............................. 43
VALIDATION AUTHORIZED ...................................................... 43
REPEAL OF INCONSISTENT RESOLUTIONS........................... 43
11
SECTION 10.05.
EXHIBIT A -
EXHIBIT B -
EXHIBIT C -
EXHIBIT D -
... ,
EFFECTIVE DA TE .........................................................................44
FORM OF OFFICIAL NOTICE OF SALE
FORM OF CONTINUING DISCLOSURE CERTIFICATE
FORM OF PRELIMINARY OFFICIAL STATEMENT
FORM OF ESCROW DEPOSIT AGREEMENT
111
. I
EXHIBIT A
Form of Official Notice of Sale
EXHIBIT B
Form of Continuing Disclosure Certificate
EXHIBIT C
Form of Preliminary Official Statement
EXHIBIT D
Form of Escrow Agreement
OFFICIAL NOTICE OF SALE
$ *
Collier County, Florida
Special Obligation Refunding Revenue Bonds,
Series 2011
Electronic Bids, as Described Herein, Will Be Accepted Until
10:00 a.m., Eastern Standard Time, November 9,2011 *
*Preliminary, subject to change.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 1
OFFICIAL NOTICE OF SALE
$ *
Collier County, Florida Special Obligation Refunding Revenue Bonds,
Series 2011
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the
date and up to the time specified below:
DATE: November 9,2011 *
TIME: 10:00 A.M. Eastern Standard Time*
ELECTRONIC BIDS: May be submitted only through Public Financial Management's
PFMauction website ("PFMauction") as described below. No
other form of bid or provider of electronic bidding services will
be accepted.
GENERAL
Bids will be received at the office of the County Manager of Collier County,
Florida, Collier County Government Complex, 3301 East Tamiami Trail, Building F
Naples, Florida 34112, for the purchase of all, but not less than all, of the
$ * Collier County, Florida Special Obligation Refunding Revenue
Bonds, Series 2011 (the "Bonds") to be issued by Collier County, Florida (the "County")
pursuant to the terms and conditions of a resolution adopted by the Board of County
Commissioners of the County, on October 25, 2011 (the "Bond Resolution"). Such bids
will be opened in public in accordance with applicable legal requirements.
The Bond proceeds will be used to refund certain outstanding indebtedness of the
County, and to pay costs of issuing the Bonds.
The Bonds are more particularly described in the Preliminary Official Statement
dated October 27, 2011 (the "Preliminary Official Statement") relating to the Bonds,
available at PFMauction's website, www.pfmauction.com.This Official Notice of Sale
contains certain information for quick reference only. It is not, and is not intended to be,
a summary of the Bonds. Each bidder is required to read the entire Preliminary Official
Statement to obtain information essential to making an informed investment decision.
*Preliminary, subject to change.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 2
Prior to accepting bids, the County reserves the right to change the principal
amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a
later date or time, or cancel the sale. Notice of a change or cancellation will be
announced via The Bond Buyer news service at the internet web site address
www.tm3.com. not later than Noon, Eastern Standard Time, on the day preceding the bid
opening or as soon as practicable. Such notice will specify the revised principal amount
or terms, if any, and any later date or time selected for the sale, which may be postponed
or cancelled in the same manner. If the sale is postponed, a later public sale may be held
at the hour, in the manner, and on such date as communicated upon at least twenty-four
(24) hours notice via The Bond Buyer news service at the internet web site address
www.tm3.com. The County reserves the right, after the bids are opened, to adjust the
principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF
AMOUNTS AND MATURITIES."
To the extent any instructions or directions set forth in PFMauction conflict with
this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For
further information about PFMauction and to subscribe in advance of the bid, potential
bidders may contact PFMauction at (412) 391-5555, extension 370.
Each prospective electronic bidder must be a subscriber to PFMauction. Each
qualified prospective electronic bidder shall be solely responsible to make necessary
arrangements to view the bid form on PFMauction and to access PFMauction for the
purposes of submitting its bid in a timely manner and in compliance with the
requirements of the Official Notice of Sale. Neither the County nor PFMauction shall
have any duty or obligation to provide or assure access to PFMauction to any prospective
bidder, and neither the County nor PFMauction shall be responsible for a bidder's failure
to register to bid or for proper operation of, or have any liability for any delays or
interruptions of, or any damages caused by, PFMauction. The County is using
PFMauction as a communication mechanism, and not as the County's agent, to conduct
the electronic bidding for the Bonds. The County is not bound by any advice and
determination of PFMauction to the effect that any particular bid complies with the terms
of this Official Notice of Sale and, in particular, the bid specifications hereinafter set
forth. All costs and expenses incurred by prospective bidders in connection with their
registration and submission of bids via PFMauction are the sole responsibility of such
bidders and the County shall not be responsible, directly or indirectly, for any such costs
or expenses. If a prospective bidder encounters any difficulty in submitting, modifying
or withdrawing a bid for the Bonds, the prospective bidder should immediately telephone
PFMauction at 412-391-5555, extension 370, and notify the County's Financial Advisor,
Public Financial Management, Inc., at 305-448-6992 or masvidals@pfm.com. The
County shall have no responsibility for technological or transmission errors that any
bidder may experience in transmitting a bid. The use of PFMauction shall be at the
bidder's risk and expense, and the County shall have no liability with respect thereto.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 3
THE BONDS
The Bonds will be issued in fully registered, book-entry only form, without
coupons, will be dated as of their date of delivery (currently anticipated to be
November _, 2011), will be issued in denominations of $5,000 or integral multiples
thereof, will bear interest from their dated date until paid at the annual rate or rates
specified by the successful bidder, subject to the limitations specified below, payable as
shown on the Summary Table set forth herein. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Bonds must meet the minimum and
maximum coupon and reoffering price criteria shown in the Summary Table on a
maturity and aggregate basis.
The Bonds will mature on the dates, in the years and principal amounts shown on
the Summary Table as serial bonds except as otherwise adjusted as described herein.
STRUCTURE
Any two to five consecutive maturities of the Bonds bearing interest at the same
rate may be combined, at the option of the bidder, into term bonds with mandatory
sinking fund installments equal to the amounts and years specified in the Official Notice
of Sale combined to form a term bond.
OPTIONAL REDEMPTION
The Bonds maturing on or after October 1, 2022, are subject to redemption in
whole or in part, at any time, on or after October 1, 2021, in such order of maturities as
may be determined by the County (less than all of a single maturity to be selected by lot),
at a Redemption Price equal to 100% of the principal amount of the Bonds to be
redeemed plus accrued interest to the date fixed for redemption, without premium.
SECURITY
The County has covenanted and agreed in the Bond Resolution to appropriate in
its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues (as
defined in the Bond Resolution) amounts sufficient to (A) pay principal of and interest on
the Bonds when due, and (B) pay all required deposits to the Rebate Fund (as defined in
the Bond Resolution) pursuant to the Bond Resolution. Such covenant and agreement on
the part of the County to budget and appropriate such amounts of Non-Ad Valorem
Revenues shall be cumulative to the extent not paid, and shall continue until such Non-
Ad Valorem Revenues or other legally available funds in amounts sufficient to make all
such required payments shall have been budgeted, appropriated and actually paid.
Notwithstanding the foregoing covenant of the County, the County does not covenant to
maintain any services or programs, now provided or maintained by the County, which
generate Non-Ad Valorem Revenues.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 4
Such covenant to budget and appropriate does not create any lien upon or pledge
of such Non-Ad Valorem Revenues, nor does it preclude the County from pledging in the
future its Non-Ad Valorem Revenues, nor does it require the County to levy and collect
any particular Non-Ad Valorem Revenues, nor does it give the Bondholders a prior claim
on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the
County. Such covenant to appropriate Non-Ad Valorem Revenues is subject in all
respects to the payment of obligations secured by a pledge of such Non-Ad Valorem
Revenues heretofore or hereafter entered into (including the payment of debt service on
bonds and other debt instruments). However, the covenant to budget and appropriate for
the purposes and in the manner stated herein shall have the effect of making available for
the payment of the Bonds, in the manner described herein, Non-Ad Valorem Revenues
and placing on the County a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all
respects to the restrictions of Section l29.07, Florida Statutes, which generally provide
that the governing body of each county may only make appropriations for each fiscal year
which, in anyone year, shall not exceed the amount to be received from taxation or other
revenue sources; and subject, further, to the payment of services and programs which are
for essential public purposes affecting the health, safety and welfare of the inhabitants of
the County or which are legally mandated by applicable law.
See the Preliminary Official Statement for more information regarding the security
for the Bonds.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 5
Summary Table
If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table, the body of
this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items
contained in the Summary Table, including interpretation of such items and methodologies used to determine such items.
Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement.
Terms of the Bonds
Dated Date:
Anticipated Delivery Date:
Interest Payment Dates:
Principal Payment Dates (October 1):
Date of Delivery
November _,2011 *
April 1 and October 1, commencing April 1, 2012
Year
Principal Amount*
Interest Calculation:
Ratings:
360-day year of twelve 30-day months
Moody's: _
S&P:
Fitch:
November 9, 2011 *
PFMauction
All-or-none
Lowest true interest cost
Fax signed Official Confirmation of Bid Form
As soon as practicable on day of sale
$ ; See "GOOD FAITH DEPOSIT" herein
1/8 or 1/20 of 1 %
Yes, on or after October 1, 2021
Yes, at bidder's option. See "STRUCTURE" herein.
Maturity Unlimited
Aggregate Unlimited
Maturity 98%
Aggregate 98%
Insurance: No
Adiustment Parameters (As required to optimize the refunding)
Principal Increases: Maturity Unlimited
Aggregate 10.0%
Maturity Unlimited
Aggregate 10.0%
Bidding Parameters
Sale Date:
Bidding Method:
All or none vs. Maturity-by-Maturity:
Bid Award Method:
Bid Confirmation:
Bid Award:
Good Faith Deposit:
Coupon Multiples:
Optional Redemption:
Term Bonds:
Maximum Reoffering Price:
Minimum Reoffering Price:
Principal Reductions:
* Preliminary, subject to change.
**May be combined into term bonds. See "STRUCTURE" herein.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 6
ADJUSTMENT OF AMOUNTS AND MATURITIES
The aggregate principal amount of each maturity of Bonds is subject to adjustment
by the County after the receipt and opening of the bids for their purchase. Changes to be
made after the opening of the bids will be communicated to the successful bidder directly
prior to 8:00 a.m., Eastern Standard Time on the date following the sale date.
The County may cancel the sale of the Bonds or adjust the aggregate principal
amount. The County may increase or decrease the principal amount of the Bonds or any
maturity thereof by no more than the individual maturity or aggregate principal
percentages, if any, shown in the Summary Table. The County will consult with the
successful bidder before adjusting the amount of any maturity of the Bonds or canceling
the Bonds; however, the County reserves the sole right to make adjustments, within the
limits described above, or cancel the sale of the Bonds.
Adjustment to the size of the Bonds within the limits described above does not
relieve the purchaser from its obligation to purchase all of the Bonds offered by the
County.
Each bid must specify the initial reoffering prices to the public of each maturity of
Bonds. Adjustments may be made to the principal amounts based on the reoffering
prices shown on PFMauction. In determining whether there will be any revision to the
principal amount of or maturity of the Bonds subsequent to the bid opening and award,
the County expects that changes may be made that are necessary to increase or decrease
the principal amount of the Bonds to meet the County's funding objectives, all subject to
the limitations set forth above.
In the event that the principal amount of any maturity of the Bonds is revised after
the award, the interest rate and reoffering price for each maturity and the Underwriter's
Discount on the Bonds as submitted by the successful bidder shall be held constant. The
"Underwriter's Discount" shall be defined as the difference between the purchase price of
the Bonds submitted by the bidder and the price at which the Bonds will be issued to the
public, calculated from information provided by the bidder, divided by the par amount of
the Bonds bid.
FORM AND PAYMENT
The Bonds will be issued in fully registered, book-entry only form and a bond
certificate for each maturity will be issued to The Depository Trust Company, New York,
New York ("DTC"), registered in the name of its nominee, Cede & Co. A book-entry
system will be employed, evidencing ownership of the Bonds, with transfers of
ownership effected on the records of DTC and its participants pursuant to rules and
procedures adopted by DTC and its participants. The successful bidder, as a condition to
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 7
delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the
Registrar (as defined below), registered in the name of Cede & Co. Principal of,
premium, if any, and interest on the Bonds will be payable by Regions Bank, the paying
agent and registrar (the "Registrar") for the Bonds by wire transfer or in clearinghouse
funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal,
premium, if any, and interest payments to the beneficial owners by participants of DTC
will be the responsibility of such participants and other nominees of beneficial owners.
Neither the County nor the Registrar will be responsible or liable for payments by DTC
to its participants or by DTC participants to beneficial owners or for maintaining,
supervising or reviewing the records maintained by DTC, its participants or persons
acting through such participants.
Principal of, and premium, if any, on the Bonds will be payable upon presentation
and surrender thereof at the designated corporate office of the Registrar on the dates, in
the years and amounts established in accordance with the award of the Bonds. Interest on
the Bonds is payable on the dates shown in the Summary Table. The Registrar will mail
interest payments on the Bonds on each interest payment date to the owners of the Bonds
at the addresses listed on the registration books maintained by the Registrar for such
purpose 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 proceeding the applicable payment date,
as described in the Bond Resolution. So long as DTC or its nominee is the registered
owner of the Bonds, payments of principal, interest and any redemption premium on the
Bonds will be made to DTC or its nominee.
PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL
STATEMENT
The County has authorized the preparation and distribution of a Preliminary
Official Statement containing information relating to the Bonds. The Preliminary
Official Statement has been deemed final by the County as required by Rule 15c2-12 of
the Securities and Exchange Commission. The County will furnish the successful bidder
on the date of closing, with its certificate as to the completeness and accuracy of the
Official Statement.
The Preliminary Official Statement and this Official Notice of Sale and any other
information concerning the proposed financing will be available electronically at
PFMauction's website, www.pfmauction.com. Assistance in obtaining the documents will
be provided by PFMauction customer service at 412-391-5555, extension 370 or from
Public Financial Management, Inc., Financial Advisor to the County, 2121 Ponce De
Leon Boulevard, Suite 510, Coral Gables, Florida 33134, Phone 305-448-6992, Fax 305-
448- 7131 or email masvidals@pfm.com.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 8
The Preliminary Official Statement, when amended to reflect the actual amount of
the Bonds sold, the interest rates specified by the successful bidder and the price or yield
at which the successful bidder will reoffer the Bonds to the public, together with any
other information required by law, will constitute a final "Official Statement" with
respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at
its expense within seven (7) business days after the Bonds have been awarded to the
successful bidder no more than 200 copies of the final Official Statement. Additional
copies of the Official Statement may be provided at the request and expense of the
winning bidder. If the Bonds are awarded to a syndicate, the County will designate the
senior managing underwriter of the syndicate as its agent for purposes of distributing
copies of the Official Statement to each participating underwriter. Any underwriter
submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it
shall accept such designation and shall enter into a contractual relationship with all
participating underwriters for the purpose of assuring the receipt and distribution by each
participating underwriter of the Official Statement.
LEGAL OPINIONS
The Bonds will be sold subject to the opinion of Nabors, Giblin & Nickerson,
P.A., the County's Bond Counsel, as to the legality thereof and such opinion will be
furnished without cost to the purchaser and all bids will be so conditioned. A form of
Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix E.
Certain matters will be passed on for the County by Jeffrey A. Klatzkow, Esq., County
Attorney and Bryant Miller Olive P.A., the County's Disclosure Counsel.
A legal opinion (or reliance letter thereon) of Bryant Miller Olive P.A., Tampa,
Florida, Disclosure Counsel, and a legal opinion of Jeffrey A. Klatzkow, Esq., County
Attorney, with respect to certain matters concerning the Official Statement will be
furnished without charge to the successful bidder at the time of delivery of the Bonds.
BIDDING PROCEDURE; OFFICIAL BID FORMS
Only electronic bids submitted via PFMacution will be accepted. No other
provider of electronic bidding services will be accepted. No bid delivered in person or by
facsimile directly to the County will be accepted. Bidders are permitted to submit bids
for the Bonds during the bidding time period, provided they are eligible to bid as
described under "GENERAL" above.
Each electronic bid submitted via PFMauction shall be deemed an irrevocable
offer in response to this Official Notice of Sale and shall be binding upon the bidder as if
made by a signed, sealed bid delivered to the County. All bids remain firm until an
award is made. The successful bidder must confirm the details of such bid by a signed
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 9
Official Confirmation of Bid Form delivered by fax to Public Financial Management, Inc.
at 305-448-7131 no later than one hour after being notified by the County of being the
winning bidder, the original of which must be received by Public Financial Management,
Inc., Financial Advisor to the County on the following business day at 2121 Ponce De
Leon Boulevard, Suite 510, Coral Gables, FL 33134. Failure to deliver the form does not
relieve the bidder of the obligation to purchase the Bonds.
FORM OF BID
Bidders must bid to purchase all maturities of the Bonds. Each bid must specify
(1) an annual rate of interest for each maturity, (2) reoffering price or yield for each
maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than
one (1) bid from any bidder will be considered.
A bidder must specify the rate or rates of interest per annum (with no more than
one rate of interest per maturity), which the Bonds are to bear, to be expressed in
multiples of 1/8 or 1/20 of 1 %. Any number of interest rates may be named, but the
Bonds of each maturity must bear interest at the same single rate for all bonds of that
maturity.
Each bid for the Bonds must meet the minimum and maximum coupon criteria and
minimum and maximum reoffering price criteria shown in the Summary Table on a
maturity and aggregate basis.
Each bidder must specify, as part of its bid, the prices or yields at which a
substantial amount (i.e., at least 10%) of the Bonds of each maturity will be offered and
sold to the public. Reoffering prices presented as a part of the bids will not be used in
computing the bidder's true interest cost. As promptly as reasonably possible after bids
are received, the County will notify the successful bidder that it is the apparent winner.
AWARD OF BID
The County expects to award the Bonds to the winning bidder as soon as
practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to
the award. Unless all bids are rejected, the Bonds will be awarded by the County on the
sale date to the bidder whose bid complies with this Official Notice of Sale and results in
the lowest True Interest Cost ("TIC") to the County. The lowest TIC will be determined
by doubling the semi-annual interest rate, compounded semi-annually, necessary to
discount the debt service payments from the payment dates to the dated date of the Bonds
and to the aggregate purchase price of the Bonds. If two or more responsible bidders
offer to purchase the Bonds at the same lowest TIC, the County will award the Bonds to
one of such bidders by lot. Only the final bid submitted by any bidder through
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 10
PFMauction will be considered. The right reserved to the County shall be final and
binding upon all bidders with respect to the form and adequacy of any proposal received
and as in its conformity to the terms of this Official Notice of Sale.
RIGHT OF REJECTION
The County reserves the right, in its discretion, to reject any and all bids and to
waive irregularity or informality in any bid.
DELIVERY AND PAYMENT
Delivery of the Bonds will be made by the County to DTC in book-entry only
form, in New York, New York on or about the delivery date shown in the Summary
Table, or such other date agreed upon by the County and the successful bidder. Payment
for the Bonds must be made in Federal Funds or other funds immediately available to the
County at the time of delivery of the Bonds. Any expenses incurred in providing
immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the
purchaser. The County intends to conduct the closing in Naples, Florida.
RIGHT OF CANCELLATION
The successful bidder will have the right, at its option, to cancel its obligation to
purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same
for delivery within 60 days from the date of sale thereof, and in such event the successful
bidder will be entitled to the return of the Good Faith Deposit accompanying its bid.
GOOD FAITH DEPOSIT
The successful bidder for the Bonds is required to submit its Good Faith Deposit to the
County in the form of a wire transfer in federal funds not later than 12:30 p.m., Eastern Standard
Time, on the day of the award. If such deposit is not received by that time, the County may
reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance
with the terms of the Official Notice of Sale. Wiring instructions for the Good Faith Deposit are
as follows:
Bank: Fifth Third Bank, Cincinnati, Ohio
ABA #: 042000314
Acct. Name: Collier County Board of County Commissioners
Acct. #: 0001138577
REF: Series 2011 SO closing
Attention: Dan Tripaldi
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 11
The Good Faith Deposit so wired will be retained by the County until the delivery
of such Bonds, at which time the good faith deposit will be applied against the purchase
price of such Bonds or the good faith deposit will be retained by the County as partial
liquidated damages in the event of the failure of the successful bidder to take up and pay
for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid.
The County will pay no interest on the good faith deposit. The balance of the purchase
price must be wired in federal funds to the account detailed in the closing memorandum
provided by the County to the successful purchaser, simultaneously with delivery of such
Bonds.
CUSIP NUMBERS
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither
failure to print such numbers on any Bonds nor any error with respect thereto will
constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and
pay for the Bonds. Bond Counsel will not review or express any opinion as to the
correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will
govern the assignment of specific numbers to the Bonds. The successful bidder will be
responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses
in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County;
provided, however, that the CUSIP Service Bureau charge for the assignment of said
numbers will be the responsibility of and will be paid for by the successful bidder.
BLUE SKY
The County has not undertaken to register the Bonds under the securities laws of
any state, nor investigated the eligibility of any institution or person to purchase or
participate in the underwriting of the Bonds under any applicable legal investment,
insurance, banking or other laws. By submitting a bid for the Bonds, the successful
bidder represents that the sale of the Bonds in states other than Florida will be made only
under exemptions from registration or, wherever necessary, the successful bidder will
register the Bonds in accordance with the securities laws of the state in which the Bonds
are offered or sold. The County agrees to cooperate with the successful bidder, at the
bidder's written request and expense, in registering the Bonds or obtaining an exemption
from registration in any state where such action is necessary; provided, however, that the
County shall not be required to consent to suit or to service of process in any jurisdiction.
DISCLOSURE OBLIGATIONS OF THE PURCHASER
Section 218.38(1 )(b )(2), Florida Statutes, requires that the successful purchaser
file a statement with the County containing information with respect to any fee, bonus or
gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 12
any person not regularly employed or engaged by such underwriter or consultant.
Receipt of such statement is a condition precedent to the delivery of the Bonds to such
successful bidder.
The winning bidder must (1) complete the Truth-in-Bonding Statement provided
by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate
whether such bidder has paid any finder's fee to any person in connection with the sale of
the Bonds in accordance with Section 218.386, Florida Statutes.
The successful purchaser will be required to submit to the County prior to closing
a certification to the effect that (i) all of the Bonds have been subject of a bona fide initial
offering to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers) at prices no higher than those
shown on the inside cover of the Official Statement relating to the Bonds, (ii) to the best
of their knowledge, and based on their records and other information available to them
which they believe to be correct, at least 10 percent of each maturity of the Bonds were
sold to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters or wholesalers) at initial offering prices not greater
than or yields not lower than the respective prices or yields shown on the inside cover of
the Official Statement, and (iii) at the time they agreed to purchase the Bonds, based
upon their assessment of the then prevailing market conditions, they had no reason to
believe any of the Bonds would be sold to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters or wholesalers) at
prices greater than or yields lower than the respective prices or yields shown on the inside
cover of the Official Statement.
CONTINUING DISCLOSURE
The County has covenanted to provide ongoing disclosure in accordance with
Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the
information to be contained in the annual report and the notices of material events are set
forth in the Continuing Disclosure Certificate which is reproduced in its entirety in
Appendix F attached to the Preliminary Official Statement for the Bonds. The covenants
have been undertaken by the County in order to assist the successful purchaser in
complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange
Commission.
CERTIFICATE
The County will deliver to the purchaser of the Bonds a certificate of an official of
the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to
the best of the knowledge and belief of said official, the Official Statement does not
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 13
contain an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading, and further certifying that the signatory knows of no
material adverse change in the financial condition of the County.
CHOICE OF LAW
Any litigation or claim arising out of any bid submitted (regardless of the means of
submission) pursuant to this Official Notice of Sale shall be governed by and construed in
accordance with the laws of the State of Florida. The venue situs for any such action
shall be the state courts of the Twentieth Judicial Circuit in and for Collier County,
Florida.
NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES
A person or affiliate who has been placed on the Convicted Vendor List (as
described in Florida Statutes) following a conviction for a public entity crime may not
submit a bid.
BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA
By: Is/Fred W Coyle
Chairman
Dated: October 27,2011
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 14
EXHIBIT A
TRUTH-IN-BONDING STATEMENT
November _,2011
Board of County Commissioners
of Collier County, Florida,
Re: Collier County, Florida Special Obligation Refunding Revenue
Bonds, Series 2011
Dear Commissioners:
The purpose of the following two paragraphs is to furnish, pursuant to the
provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-
bonding statement required thereby, as follows:
(a) The County is proposing to issue $ principal amount of the
above-referenced Bonds for the principal purposes of refunding certain outstanding debt
of the County, and paying certain costs of issuance of the Bonds. This obligation is
expected to be repaid over a period of approximately _ years. At a true interest cost
of _%, total interest paid over the life of the obligation will be approximately
$
(b) The Bonds shall be limited obligations of the County and secured by a
covenant to appropriate in its annual budget, by amendment, if necessary, such amounts
of the total revenues of the County derived from any source whatsoever that are allocated
to and accounted for in certain funds of the County described in the Preliminary Official
Statement for the Bonds, other than revenues generated from ad valorem taxation on real
or personal property, and which are legally available to make payments on the Bonds.
The foregoing is provided for information purposes only and shall not affect or
control the actual terms and conditions of the Bonds.
Very truly yours,
Underwriter
By:
Authorized Signatory
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 15
OFFICIAL CONFIRMATION OF BID FORM
$ *
Collier County, Florida
Special Obligation Refunding Revenue Bonds, Series 2011
The undersigned hereby offer to purchase all of the Collier County, Florida
Special Obligation Refunding Revenue Bonds, Series 2011 (the "Bonds"), to be dated as
of the date of delivery (expected to be November _, 2011), described in the attached
Official Notice of Sale and the Preliminary Official Statement referred to therein, which
by reference is made part of this bid, for all but not less than all of said Bonds and will
pay therefor, at the time of delivery, in immediately available Federal Reserve Funds
Dollars ($ ), bearing interest
at the following rates per annum:
Year
(October 1)
Principal* Interest
Amount Rate
Reoffering
Price or
Yield
* Preliminary, subject to change.
**May be combined into term bonds. See "STRUCTURE" herein.
Any two to five consecutive maturities of the Bonds bearing interest at the same
rate may be combined into term bonds with mandatory sinking fund installments equal to
the amounts and years specified in the Official Notice of Sale combined to form a term
bond.
The principal installments for the Bonds indicated on the previous page shall be
applied for the mandatory retirement of Term Bonds maturing in the years and amounts
and bearing interest as follows:
$ Term Bonds maturing on October 1, _at _% per annum to yield _% per annum
$ Term Bonds maturing on October 1 , _at _ % per annum to yield _ % per annum
$ Term Bonds maturing on October 1, _at _% per annum to yield _% per annum
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 16
GOOD FAITH DEPOSIT
In accordance with the attached Official Notice of Sale, if we are selected as the
winning bidder, we will provide a good faith deposit by wire transfer in federal funds no
later than 12:30 p.m. on the date of the award in the amount of and
00/1 00 Dollars ($ ) as described in the attached Official Notice of Sale.
MISCELLANOUS
This proposal is not subject to any conditions not expressly stated herein or in the
attached Official Notice of Sale. Receipt and review of the Preliminary Official
Statement relating to the Bonds is hereby acknowledged. The names of the underwriters
or member of the account or joint bidding account, if any, who are associated for the
purpose of this Proposal are listed either below or on a separate sheet attached hereto.
TRUTH IN BONDING STATEMENT
Prior to an award, the successful bidder must complete, sign and deliver with this
Official Confirmation of Bid Form the Truth in Bonding Statement which is attached to
the Official Notice of Sale as Exhibit A. The County reserves the right to assist the
bidder in correcting any inconsistencies or inaccuracies set forth in such Truth in
Bonding Statement. The County may waive any inconsistencies or inaccuracies relating
to such Statements and any such waived inconsistencies or inaccuracies shall not
adversely affect the bid.
Furthermore, pursuant to Section 218.386, Florida Statutes, the names, addresses
and estimated amounts of compensation of any person who has entered into an
understanding with the underwriters or, to the managing underwriter's knowledge, the
County, or both, for any paid or promised compensation or valuable consideration,
directly or indirectly, expressly or implied, to act solely as an intermediary between the
County and managing underwriter or who exercises or attempts to exercise any influence
to effect any transaction in the purchase of the Bonds are set forth below in the space
provided. If no information is provided below, the County shall presume no
compensation was or will be paid.
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 17
Senior Manager:
Address
Authorized Signature:
City
State
Zip Code
Printed Name:
Telephone Number
Facsimile Number
Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 - Official Notice of Sale
Page 18
APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by
Collier County, Florida (the "Issuer") in connection with the issuance of its $ Special
Obligation Refunding Revenue Bonds, Series 2011 (the "Bonds"). The Bonds are being issued pursuant to
the Resolution No. 2011-_ adopted by the Board of County Commissioners of the Issuer on October 25,
2011, as amended and supplemented from time to time (the "Resolution").
SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the
Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure
requirements of Securities and Exchange Commission Rule 15c2-12.
SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section,
the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes.
"Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated
in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.
"Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under
the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business of the
Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body
and officials or officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a
court or governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the Obligated Person.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
"Obligated Person" shall mean any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other arrangement to
support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond
insurance, letters of credit, or other liquidity facilities).
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"Participating Underwriters" shall mean the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each entity authorized and approved by the Securities and Exchange
Commission from time to time to act as a repository for purposes of complying with the Rule. The
Repositories currently approved by the Securities and Exchange Commission may be found by visiting
the Securities and Exchange Commission's website at http://www.sec.gov/info/municipal/nrmsir.htm.As
of the date hereof, the Repository recognized by the Securities and Exchange Commission for such
purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure
submissions through its Electronic Municipal Market Access ("EMMA") web portal at
''http://emma.msrb.org. "
"Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
"State" shall mean the State of Florida.
SECTION 3. PROVISION OF ANNUAL REPORTS.
(a) The Issuer shall, or shall cause the Dissemination Agent to, by not later than
April 30th following the end of the prior fiscal year, beginning with the fiscal year ending September 30,
2011 with respect to the report for the 2010-2011 fiscal year, provide to any Repository in electronic
format as prescribed by such Repository an Annual Report which is consistent with the requirements of
Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may cross-reference other information as provided in
Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be
submitted separately from the balance of the Annual Report and later than the date required above for
the filing of the Annual Report if they are not available by that date provided, further, in such event
unaudited financial statements are required to be delivered as part of the Annual Report in accordance
with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same
manner as for a Listed Event under Section 5(c).
(b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above,
the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the
Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer
shall send a notice to any Repository, in electronic format as prescribed by such Repository in
substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name
and address of any Repository; and
(ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer
certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,
stating the date it was provided and listing any Repository to which it was provided.
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SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or
include by reference the following:
(a) the audited financial statements of the Issuer for the prior fiscal year, prepared in
accordance with generally accepted accounting principles as promulgated to apply to governmental
entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited
financial statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement dated , 2011 (the "Official
Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report
when they become available; and
(b) updates of the historical financial and operating data set forth in the Official Statement
under the captions:
(i) Historical Non-Ad Valorem Revenues in General Fund and Unincorporated Area
Municipal Services Taxing District Fund;
(ii) Other Obligations Payable From Non-Ad Valorem Revenues;
(Hi) Combined General Fund And MSTD Revenues, Expenditures And Fund Balance; and
(iv) Schedule of County Contributions to the Florida Retirement System.
The information provided under Section 4(b) may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public entities, which are
available to the public on the Repository's Internet Web site or filed with the Securities and Exchange
Commission.
The Issuer reserves the right to modify from time to time the specific types of information
provided in its Annual Report or the format of the presentation of such information, to the extent
necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such
modification will be done in a manner consistent with the Rule.
SECTION 5. REPORTING OF SIGNIFICANT EVENTS.
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall
be given in a timely manner not in excess of ten (10) business days after the occurrence of the event, with
the exception of the event described in number 15 below, which notice shall be given in a timely manner:
1. principal and interest payment delinquencies;
2. non-payment related defaults, if material;
3. unscheduled draws on debt service reserves reflecting financial difficulties;
4. unscheduled draws on credit enhancements reflecting financial difficulties;
5. substitution of credit or liquidity providers, or their failure to perform;
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6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701
TEB) or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. modifications to rights of the holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. defeasances;
10. release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. ratings changes;
12. an Event of Bankruptcy or similar event of an Obligated Person;
13. the consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the
Obligated Person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
14. appointment of a successor or additional trustee or the change of name of a
trustee, if material; and
15. notice of any failure on the part of the Issuer to meet the requirements of Section
3 hereof.
(b) The notice required to be given in paragraph 5(a) above shall be filed with any
Repository, in electronic format as prescribed by such Repository.
SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings
submitted in pursuant to this Disclosure Certificate to any Repository must be accompanied by
identifying information as prescribed by the Repository. Such information may include, but not be
limited to:
(a) the category of information being provided;
(b) the period covered by any annual financial information, financial statement or
other financial information or operation data;
(c) the issues or specific securities to which such documents are related (including
CUSIPs, issuer name, state, issue description/securities name, dated date,
maturity date, and/or coupon rate);
(d) the name of any Obligated Person other than the Issuer;
(e) the name and date of the document being submitted; and
(f) contact information for the submitter.
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SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of
all of the Bonds or if the Rule is repealed or no longer in effect. If such termination occurs prior to the
final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a
Listed Event under Section 5.
SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be
the Issuer.
SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of the Issuer, or the type
of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the holders or Beneficial
Owners of the Bonds in the same manner as provided in the Resolution for amendments to the
Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of
nationally recognized bond counsel, materially impair the interests of the holders or Beneficial
Owners of the Bonds.
Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this
Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of
the Rule as announced by the Securities and Exchange Commission from time to time.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer
shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data being
presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed
in preparing financial statements, (i) notice of such change shall be given in the same manner as for a
Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made
should present a comparison (in narrative form and also, if feasible, in quantitative form) between the
financial statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
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SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or including
any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 11. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein
constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with
any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking mandamus or specific performance by
court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided,
however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to
comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A
default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution.
SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate,
and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees
and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys fees) of defending against any claim of liability, but excluding liabilities due to the
Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
[Remainder of page intentionally left blank]
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E-6
SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer,
the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to
time of the Bonds, and shall create no rights in any other person or entity.
Dated as of
,2011
COLLIER COUNTY, FLORIDA
By:
Commissioner, Board of
County Commissioners
Approved as to Form and Legal Sufficiency:
County Attorney
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E-7
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer:
Collier County, Florida
Name of Bond Issue:
Special Obligation Refunding Revenue Bonds, Series 2011
Date of Issuance:
,2011
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the
above-named Bonds as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as
of ,2011. The Issuer anticipates that the Annual Report will be filed by
Dated:
COLLIER COUNTY, FLORIDA
By:
Name:
Title:
{25694/003/00572911.DOCv3 }
A-I
~
PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 27, 2011
NEW ISSUE - Book-Entry Only
In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, interest on the Series
2011 Bonds is, under existing statutes, regulations, rulings and court decisions, (a) excludable from gross income of
the owners thereof for federal income tax purposes except as otherwise described herein under the caption "TAX
EXEMPTION" and (b) not an item of tax preference for purposes of the federal alternative minimum tax imposed
on individuals and corporations. Such interest, however, will be includable in the calculation of a corporation's
alternative minimum taxable income and may be subject to other federal income tax consequences referred to herein
under "TAX EXEMPTION." See "TAX EXEMPTION" herein for a discussion of Bond Counsel's opinion.
$ *
COLLIER COUNTY, FLORIDA
Special Obligation Refunding Revenue Bonds, Series 2011
Dated: Date of Delivery
Due: October 1, as shown on inside cover
The Collier County, Florida Special Obligation Refunding Revenue Bonds, Series 2011 (the "Series
2011 Bonds") are being issued as fully registered bonds, in denominations of $5,000 or any integral
multiple thereof. Interest on the Series 2011 Bonds is payable semiannually on each April 1 and
October 1, commencing April 1, 2012, and will be payable by check or draft of U.s. Bank National
Association, Fort Lauderdale, Florida as Paying Agent, mailed to the holder at his or her address, as
shown on the registration books of Collier County, Florida (the "County") maintained by U.s. Bank
National Association, Fort Lauderdale, Florida, as Registrar, as of the close of business on the fifteenth
day of the calendar month (whether or not a business day) next preceding the applicable interest
payment date; provided, however, at the request of any holder of Series 2011 Bonds, interest payments
may be made by bank wire transfer to the account designated by such holder. Principal of the Series 2011
Bonds is payable to the holder thereof upon presentation and surrender, when due, at the office of the
Paying Agent. Upon initial issuance, the Series 2011 Bonds will be registered in the name of and held by
Cede & Co. as nominee for The Depository Trust Company CDTC"), an automated depository for
securities and a clearinghouse for securities transactions. So long as DTC or Cede & Co. is the registered
owner of the Series 2011 Bonds, payments of the principal of and interest on the Series 2011 Bonds will be
mailed directly to DTC or Cede & Co., which is to remit such payments to the Participants (as defined
herein), which in turn are to remit such payments to the Beneficial Owners (as defined herein) of the
Series 2011 Bonds. See "DESCRIPTION OF THE SERIES 2011 BONDS - Book-Entry Only System" herein.
The Series 2011 Bonds are subject to redemption prior to maturity, as set forth herein.
The Series 2011 Bonds are issued pursuant to and under the Constitution and laws of the State of
Florida, Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and
pursuant to Resolution No. 2011-_ adopted by the Board on October 25, 2011, as it may be amended
and supplemented from time to time (the "Resolution").
The Series 2011 Bonds are being issued to provide funds, together with other legally available
moneys of the County, if any, sufficient to (i) advance refund a portion of the County's outstanding
Capital Improvement and Refunding Revenue Bonds, Series 2003 and Capital Improvement and
Refunding Revenue Bonds, Series 2005, and (ii) pay certain costs and expenses relating to the issuance of
the Series 2011 Bonds.
{25694/003/00571275. DOCv4}
Pursuant to the Resolution, the County has covenanted and agreed, subject to certain restrictions
and limitations, to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem
Revenues amounts sufficient to pay the principal of and interest on the Series 2011 Bonds when due in
the manner and to the extent provided in the Resolution and described under "SECURITY FOR THE
SERIES 2011 BONDS" herein.
THE SERIES 2011 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE
COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE
COUNTY FROM NON-AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO
HOLDER OF ANY SERIES 2011 BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2011 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2011 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM
THE NON-AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE
RESOLUTION.
This cover page contains certain information for quick reference only. It is not a summary of
this issue. Investors must read the entire Official Statement to obtain information essential to the
making of an informed investment decision.
The Series 2011 Bonds are offered when, as, and if issued and received by the Underwriter, subject to the
opinion on certain legal matters relating to their issuance by Nabors, Giblin & Nickerson, P.A, Tampa, Florida,
Bond Counsel. Certain legal matters will be passed upon for the County by Jeffrey A Klatzkow, Esq., County
Attorney and by Bryant Miller Olive P.A, Tampa, Florida, Disclosure Counsel. Public Financial Management,
Inc., Coral Gables, Florida, is serving as Financial Advisor to the County. It is expected that the Series 2011 Bonds
in definitive form will be available for delivery to the Underwriter in New York, New York at the facilities of DTC
on or about ,2011.
Electronic bids for the Series 2011 Bonds will be received via Public Financial Management's
PFMauction web site as described in the Official Notice of Sale.
Dated:
,2011
*Preliminary, subject to change.
{25694/003/00571275. DOCv4}
RED HERRING LANGUAGE:
This Preliminary Official Statement and the information contained herein are subject to completion or
amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale of the Series 2011 Bonds in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, qualification or
exemption under the securities laws of such jurisdiction. The County has deemed this Preliminary
Official Statement "final," except for certain permitted omissions, within the contemplation of Rule 15c2-
12 promulgated by the Securities and Exchange Commission.
{25694/003/00571275. DOCv4}
COLLIER COUNTY, FLORIDA
Government Complex
3301 East Tamiami Trail
Naples, Florida 34112
(239) 252-8097
BOARD OF COUNTY COMMISSIONERS
Fred W. Coyle, Chairman
Jim Coletta, Vice Chairman
Donna Fiala, Commissioner
Georgia A. Hiller, Esq., Commissioner
Tom Henning, Commissioner
COUNTY MANAGER
Leo E. Ochs, Jr.
CLERK OF THE CIRCUIT COURT OF COLLIER COUNTY
AND CHIEF FINANCIAL OFFICER
Dwight E. Brock, Esq.
DIRECTOR OF FINANCE AND ACCOUNTING
Crystal K. Kinzel
COUNTY ATTORNEY
Jeffrey A. Klatzkow, Esq.
BOND COUNSEL
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
DISCLOSURE COUNSEL
Bryant Miller Olive P.A.
Tampa, Florida
FINANCIAL ADVISOR
Public Financial Management, Inc.
Coral Gables, Florida
{25694/003/00571275.DOCv4}
No dealer, broker, salesman or other person has been authorized by the County or the
Underwriter to give any information or to make any representations in connection with the Series 2011
Bonds, other than as contained in this Official Statement, and, if given or made, such information or
representations must not be relied upon as having been authorized by the County. This Official
Statement does not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any
sale of the Series 2011 Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale.
The information set forth herein has been obtained from the County, DTC and other sources that
are believed to be reliable. The Underwriter listed on the cover page hereof has reviewed the information
in this Official Statement in accordance with and as part of its responsibilities to investors under the
federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter
does not guarantee the accuracy or completeness of such information. The information and expressions
of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any
sale made hereunder shall create, under any circumstances, any implication that there has been no
change in the matters described herein since the date hereof.
IN CONNECTION WITH THIS OFFERING OF THE SERIES 2011 BONDS, THE
UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN
THE MARKET PRICE OF SUCH SERIES 2011 BONDS AT LEVELS ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
All summaries herein of documents and agreements are qualified in their entirety by reference to
such documents and agreements, and all summaries herein of the Series 2011 Bonds are qualified in their
entirety by reference to the form thereof included in the aforesaid documents and agreements.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2011 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY
STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST
RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2011 BONDS HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE
CONTRARY MAY BE A CRIMINAL OFFENSE.
{25694/003/00571275.DOCv4}
TABLE OF CONTENTS
Page
INTRODUCTION .......................................................................................................................................................1
PLAN OF REFUNDING............................................................................................................................................ 2
DESCRIPTION OF THE SERIES 2011 BONDS ......................................................................................................3
General...................... ........... ...................... ..... ....... .............. ... ...... ......... ......... ........... ........... ......... ................3
Book-Entry Only System............................ .................................... ................... .................... ......................4
Interchangeability, Negotiability and Transfer ........................................................................................6
Series 2011 Bonds Mutilated, Destroyed, Stolen or Lost ........................................................................7
Optional Redemption ........ ............... ....................................................................... ..... .................... ........... 8
Mandatory Redemption.......................... ............. .................................................................... ................... 8
Selection of Bonds to be Redeemed ...........................................................................................................8
Notice of Redemption............................. ........... ..................... .............................. .............. ......................... 9
SECURITY FOR THE SERIES 2011 BONDS ...........................................................................................................9
General..................................................... ..................... ............................. ................ ..... ....... ................ ........9
No Reserve for the Series 2011 Bonds .....................................................................................................11
Anti-Dilution Test ............... ....... .................................... ................. ............................... ............................11
GENERAL INFORMATION REGARDING NON-AD VALOREM REVENUES ...........................................12
GeneraL....................................................................................................................... ................................. 12
Taxes .......... ................. .......... ............ ........... ........... .......... ............................. ..... ................ ....... ....... ....... ... .13
Intergovernmental Revenues.... ............ ..................... ............................. ....... ......... ......... ....... ..... ..... ....... .16
Licenses, Permits and Impact Fees ..........................................................................................................20
Charges for Services....................... ......... ............. ........ ................................................. ............ ..... ..... ....... 22
Fines and Forfeitures.......................... ....................... ........... .......... ...... ............. ........... .......... ............ ....... 22
Interest...................................................................................................................... ...................................23
Miscellaneous Revenues.............................................. ................................... ......... .................... ............. 23
CERTAIN FINANCIAL MATTERS ....................................................................................................................... 26
Financial and Operating Plan (Budget) and Capital Improvement Planning Policy .......................26
Financial Reporting and Annual Audit...................................................................................................27
General Fund and Unincorporated Area Municipal Services Taxing District Fund ........................27
Classification of Local Government Expenditures ................................................................................31
RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS ......................................................... 32
Florida Retirement System...................... ............................................................. ..................... ................ 32
Litigation Relating to SB 2100................................................................................................................... 39
County OPEB ..............................................................................................................................................39
Sheriff's OPEB .................................... ......................... ........... ...................................... ......... ...... ................41
FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM....................................... 42
ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................ 47
DEBT SERVICE SCHEDULE ..................................................................................................................................48
INVESTMENT POLICY ...........................................................................................................................................49
LEGAL MATTERS ...................................................................................................................................................50
LITIGATION ............................................................................................................................................................. 51
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ........................................................... 52
TAX EXEMPTION ....................................................................................................................................................52
Opinion of Bond CounseL.......................................................................................... .......... ....... ..............52
Internal Revenue Code of 1986.................................................................................................................52
{25694/003/00571275.DOCv4}
Collateral Tax Consequences.............................................. ...................................... ..................... ...........53
Other Tax Matters............... ....... ....................... .............................. ......... ....................................... ........... 53
Tax Treatment of Original Issue Discount..............................................................................................53
Tax Treatment of Bond Premium............................................................................................................. 54
VERIFICA nON OF ARITHMETICAL COMPUTA nONS ...............................................................................54
RA TINGS...................................................................................................................................................................55
FINANCIAL ADVISOR...........................................................................................................................................55
AUDITED FINANCIAL STATEMENTS ............................................................................................................... 55
ENFORCEABILITY OF REMEDIES.......................................................................................................................56
CONTINUING DISCLOSURE................................................................................................................................56
UNDERWRITING ....................................................................................................................................................56
CONTINGENT FEES ............................................................................................................................................... 57
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT ...............................................................57
AUTHORIZA nON OF OFFICIAL ST A TEMENT...............................................................................................58
Appendices
APPENDIX A - General Information Concerning Collier County, Florida
APPENDIX B - Form of the Resolution
APPENDIX C - Audited Financial Statements for the Fiscal Year Ended September 30, 2010
APPENDIX 0 - Form of Opinion of Bond Counsel
APPENDIX E - Form of Continuing Disclosure Certificate
{25694/003/00571275.DOCv4}
11
OFFICIAL STATEMENT
Relating to
$
COLLIER COUNTY, FLORIDA
Special Obligation Refunding Revenue Bonds, Series 2011
INTRODUCTION
The purpose of this Official Statement, including the cover page and appendices, is to set forth
information concerning Collier County, Florida (the "County") and the Collier County, Florida Special
Obligation Refunding Revenue Bonds, Series 2011 (the "Series 2011 Bonds"), in connection with the sale of
the Series 2011 Bonds.
The County was established in 1923 by the legislature of the State of Florida (the "State") from
portions of Lee and Momoe Counties. Its territorial limits, as they presently exist, contain approximately
2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the
southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2010, the
County had an estimated population of 321,520. Principal industries within the County include
wholesale and retail trade, tourism, agriculture, forestry, fishing, cattle ranching and construction. Part of
the Everglades National Park, the United States' only subtropical national park, comprises a portion of
the County. See "APPENDIX A - General Information Concerning Collier County, Florida" attached
hereto for more information about the County.
The Series 2011 Bonds are issued pursuant to and under the Constitution and laws of the State,
Chapter 125, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), and
pursuant to Resolution No. 2011-_ adopted by the Board on October 25, 2011, as it may be amended
and supplemented from time to time (the "Resolution"). See "APPENDIX B - Form of the Resolution"
attached hereto.
The Series 2011 Bonds are being issued to provide funds, together with other legally available
moneys of the County, if any, sufficient to (i) advance refund a portion of the County's outstanding
Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Refunded 2003 Bonds") and
Capital Improvement and Refunding Revenue Bonds, Series 2005 (the "Refunded 2005 Bonds" and
together with the Refunded 2003 Bonds, the "Refunded Bonds"), and (ii) pay certain costs and expenses
relating to the issuance of the Series 2011 Bonds.
Pursuant to the Resolution, the County has covenanted and agreed, subject to certain restrictions
and limitations, to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem
Revenues amounts sufficient to pay principal of and interest on the Series 2011 Bonds when due in the
manner and to the extent provided in the Resolution and described in "SECURITY FOR THE SERIES 2011
BONDS" herein and "APPENDIX B - Form of the Resolution" attached hereto.
. Preliminary, subject to change.
{25694/003/00571275.DOCv4}
1
THE SERIES 2011 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE
COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE
COUNTY FROM NON-AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO
HOLDER OF ANY SERIES 2011 BOND SHALL HA VE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2011 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2011 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM
THE NON-AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE
RESOLUTION.
The County has covenanted to provide certain continuing disclosure information pursuant to
Rule 15c2-12 of the Securities and Exchange Commission relating to the Series 2011 Bonds. See
"CONTINUING DISCLOSURE" herein.
Capitalized terms used but not otherwise defined herein have the same meaning ascribed thereto
in the Resolution unless the context would clearly indicate otherwise. Complete descriptions of the terms
and conditions of the Series 2011 Bonds are set forth in the Resolution, a form of which is attached as
APPENDIX B to this Official Statement. The descriptions of the Series 2011 Bonds, the documents
authorizing and securing the same, and the information from various reports and statements contained
herein are not comprehensive or definitive. All references herein to such documents, reports and
statements are qualified by the entire, actual content of such documents, reports and statements. A copy
of the Resolution and all documents of the County referred to herein may be obtained from Dwight E.
Brock, Esq., Clerk of Circuit Court and Chief Financial Officer of Collier County, Collier County
Courthouse Annex, 3301 East Tamiami Trail East, 2nd Floor, Naples, Florida 34112, Phone (239) 252-2745.
PLAN OF REFUNDING
The Refunded 2003 Bonds originally financed and refinanced the acquisition, construction and
equipping of various capital projects, including a County jail complex and a County Development
Services building expansion and associated parking garage (the "2003 Project"). The Refunded 2005
Bonds originally financed and refinanced the acquisition, construction and equipping of various capital
improvements within the County including, but not limited to, acquisition, construction and equipping
of the North Collier Regional Park, the County Courthouse Annex Phase I, the Courthouse Annex
Parking Garage, an Emergency Operations Center, the County's Fleet Facility and the County's
Government Complex (the "2005 Project" and together with the 2003 Project, the "Refunded Projects").
The County has determined that it can release certain debt service reserve fund monies which are
currently securing the Refunded Bonds by providing for the advance refunding of the Refunded Bonds.
The Refunded 2003 Bonds will be called for redemption on October I, 2013 at a redemption price of 100%
of the principal amount to be redeemed, plus accrued interest thereon. The Refunded 2005 Bonds will be
called for redemption on October I, 2014 at a redemption price of 100% of the principal amount to be
redeemed, plus accrued interest thereon.
Upon delivery of the Series 2011 Bonds, U.s. Bank National Association, Fort Lauderdale, Florida
(the "Escrow Agent") will enter into an Escrow Deposit Agreement (the "Escrow Agreement") with the
County relating to the Refunded Bonds. The Escrow Agreement will create an irrevocable escrow deposit
{25694/003/00571275.DOCv4}
2
trust fund (the "Escrow Deposit Fund") which will be held by the Escrow Agent, and the money and
securities held therein are to be applied to the payment of principal of, interest and redemption premium,
if any, on the Refunded Bonds, as the same become due and payable and at redemption prior to maturity.
The refunding will be accomplished through the issuance of the Series 2011 Bonds and the deposit of a
portion of the proceeds thereof, together with other legally available moneys, if any, into the Escrow
Deposit Fund. Substantially all of such money is expected to be invested in Obligations of the United
States of America, as such terms are defined in Resolution No. 85-107 adopted by the County on April 30,
1985, as amended and supplemented from time to time (the "Refunded Bonds Resolution"). The
maturing principal amount of and interest on the Obligations of the United States of America and any
cash held in the Escrow Deposit Fund is expected to be sufficient to pay the principal of, interest on and
redemption premium with respect to the Refunded Bonds, and will be pledged solely for the benefit of
the holders of the Refunded Bonds, and will not be available for payment of debt service on the Series
2011 Bonds.
The initial cash deposit plus principal and interest on the Obligations of the United States of
America in the Escrow Deposit Fund will be sufficient to pay the Refunded Bonds to their respective
maturity or redemption dates according to the schedules prepared by Public Financial Management, Inc.,
as verified by (the "Verification Agent"). See "VERIFICATION OF
ARITHMETICAL COMPUTATIONS" herein.
In reliance upon the above-referenced schedules and verification, at the time of delivery of the
Series 2011 Bonds, Bond Counsel shall deliver an opinion to the County to the effect that the Refunded
Bonds have been legally defeased and are no longer outstanding for purposes of the Refunded Bonds
Resolution.
DESCRIPTION OF THE SERIES 2011 BONDS
General
The Series 2011 Bonds shall be issued only in fully registered form without coupons in principal
denominations of $5,000 each or any integral multiple thereof. The Series 2011 Bonds are dated as of their
date of delivery and bear interest at the rates per annum and mature on the dates set forth on the inside
cover page hereof. Interest on the Series 2011 Bonds is payable semiannually on each April 1 and
October 1, commencing April 1, 2012 (the "Interest Dates"). Interest payable on the Series 2011 Bonds on
any Interest Date shall be paid by check or draft of U.S. Bank National Association, Fort Lauderdale,
Florida, as Paying Agent mailed to the holder at his or her address, as shown on the registration books of
the County maintained by U.s. Bank National Association, Fort Lauderdale, Florida, as Registrar, as of
the close of business on the fifteenth (15th) day of the calendar month (whether or not a business day) of
the calendar month next preceding the applicable Interest Date (the "Record Date"); provided, however,
at the request of any holder of Series 2011 Bonds, interest payments may be made by bank wire transfer
to the account designated by such holder. Principal of, or Redemption Price, if applicable, on the Series
2011 Bonds is payable to the holder thereof upon presentation and surrender, when due, at the office of
the Paying Agent.
The Series 2011 Bonds will be issued initially as book-entry obligations and held by The
Depository Trust Company CDTC') as securities depository. The ownership of one fully registered Series
2011 Bond for each maturity as set forth on the inside cover page hereof, in the appropriate aggregate
/25694/003/00571275. DOCv4}
3
principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC
For more information regarding DTC and DTC's Book-Entry System, see the subheading "-Book-Entry
Only System" which immediately follows.
Book-Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM DTC, AND NEITHER THE COUNTY NOR THE
UNDERWRITER TAKES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF.
DTC will act as securities depository for the Series 2011 Bonds. The Series 2011 Bonds will be
registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be
requested by an authorized representative of DTC One fully-registered Series 2011 Bond will be issued
for each maturity of the Series 2011 Bonds in the aggregate principal amount of such maturity, and will
be deposited with DTC
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2011 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2011
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2011 BONDS WILL MEAN CEDE & CO.
AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2011 BONDS. THE
DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT
TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2011 BONDS, PAYMENT OF INTEREST
AND PRINCIPAL ON THE SERIES 2011 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2011 BONDS, CONFIRMATION AND
TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2011 BONDS, AND OTHER
RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT P ARTIClP ANTS AND
BENEFICIAL OWNERS OF THE SERIES 2011 BONDS IS BASED SOLEL Y ON INFORMATION
FURNISHED BY DTC ACCORDINGLY, NEITHER THE COUNTY NOR THE UNDERWRITER MAKES
NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS.
DTC, the world's largest securities depository, is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17 A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5
million issues of U.S. and non-U.s. equity issues, corporate and municipal debt issues, and money market
instruments (from over 100 countries) that DTC's participants (the "Direct Participants") deposit with
DTC DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both u.s. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of
The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC
system is also available to others such as both U.S. and non-U.s. securities brokers and dealers, banks,
trust companies, and clearing corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has a Standard & Poor's
{25694/003/00571275.DOCv4}
4
rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Series 2011 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for such Series 2011 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2011 Bond (the "Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2011 Bonds are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the Series 2011 Bonds, except in the event
that use of the book-entry system for the Series 2011 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2011 Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTe. The deposit of Series 2011 Bonds with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2011 Bonds; DTC's
records reflect only the identity of the Direct Participants to whose accounts such Series 2011 Bonds are
credited, which mayor may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping an account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to DTe. If less than all of the Series 2011 Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in
such bonds to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the Series 2011 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Series 2011 Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2011 Bonds will be made to DIe. DIC's practice is
to credit Direct Participants' accounts upon DIC's receipt of funds and corresponding detail information
from the County or the Paying Agent and Registrar on the payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DIC, the Paying Agent, or the County, subject to any statutory and regulatory
requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or
{25694/003/00571275.DOCv4}
5
such other nominee as may be requested by an authorized representative of DTq is the responsibility of
the County and/or the Paying Agent for the Series 2011 Bonds. Disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is
the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2011 Bonds
at any time by giving reasonable notice to the County. Under such circumstances, in the event that a
successor depository is not obtained, Series 2011 Bond certificates are required to be printed and
delivered.
The County may decide to discontinue use of the system of book-entry only transfers through
DTC (or a successor securities depository). In that event, Series 2011 Bond certificates will be printed and
delivered and be subject to transfer and registration as provided in the Resolution and as described below
under the subheading "-Interchangeability, Negotiability and Transfer" which immediately follows.
Interchangeability, Negotiability and Transfer
So long as the Series 2011 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to transfer and exchange of Series 2011 Bonds do not apply to the Series 2011 Bonds to the
extent of a conflict with the DTC book-entry system.
Series 2011 Bonds, upon surrender thereof at the office of the Registrar with a written instrument
of transfer satisfactory to the Registrar, duly executed by the Holder or his attorney duly authorized in
writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount
of registered Series 2011 Bonds of the same maturity of any other authorized denominations.
The Series 2011 Bonds issued under the Resolution shall be and have all the qualities and
incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in the Resolution and in the Series
2011 Bonds. So long as any of the Series 2011 Bonds shall remain Outstanding, the County shall maintain
and keep, at the office of the Registrar, books for the registration and transfer of the Series 2011 Bonds.
Each Series 2011 Bond shall be transferable only upon the books of the County, at the office of the
Registrar, under such reasonable regulations as the County may prescribe, by the Holder thereof in
person or by his attorney duly authorized in writing upon surrender thereof together with a written
instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or his
duly authorized attorney. Upon the transfer of any such Series 2011 Bond, the County shall issue, and
cause to be authenticated, in the name of the transferee a new Series 2011 Bond or Series 2011 Bonds of
the same aggregate principal amount and maturity as the surrendered Series 2011 Bond. The County, the
Registrar and any Paying Agent or fiduciary of the County may deem and treat the Person in whose
name any Outstanding Series 2011 Bond shall be registered upon the books of the County as the absolute
owner of such Series 2011 Bond, whether such Series 2011 Bond shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on
such Series 2011 Bond and for all other purposes, and all such payments so made to any such Holder or
upon his order shall be valid and effectual to satisfy and discharge the liability upon such Series 2011
Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying
Agent or other fiduciary of the County shall be affected by any notice to the contrary.
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The Registrar, in any case where it is not also the Paying Agent in respect to any Series 2011
Bonds, forthwith (A) following the fifteenth (15th) day prior to an Interest Date for the Series 2011 Bonds;
(B) following the fifteenth (15th) day next preceding the date of first mailing of notice of redemption of
any Series 2011 Bonds; and (C) at any other time as reasonably requested by the Paying Agent of such
Series 2011 Bonds, shall certify and furnish to such Paying Agent the names, addresses and holdings of
Series 2011 Bondholders and any other relevant information reflected in the registration books. Any
Paying Agent of any fully registered Series 2011 Bond shall effect payment of interest on such Series 2011
Bonds by mailing a check to the Holder entitled thereto or may, in lieu thereof, upon the request and
expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging or transferring Series 2011 Bonds is exercised,
the County shall execute and deliver Series 2011 Bonds and the Registrar shall authenticate such Series
2011 Bonds in accordance with the provisions of the Resolution. Execution of Series 2011 Bonds by the
Chairman and Clerk for purposes of exchanging, replacing or transferring Series 2011 Bonds may occur at
the time of the original delivery of the Series 2011 Bonds. All Series 2011 Bonds surrendered in any such
exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be
cancelled by the Registrar. For every such exchange or registration of transfer of Series 2011 Bonds, the
County or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other
governmental charge required to be paid with respect to such exchange or transfer. The County and the
Registrar shall not be obligated to make any such exchange or transfer of Series 2011 Bonds during the
fifteen (15) days next preceding an Interest Date on the Series 2011 Bonds or, in the case of any proposed
redemption of the Series 2011 Bonds, then, for the Series 2011 Bonds subject to redemption, during the
fifteen (15) days next preceding the date of the first mailing of notice of such redemption and continuing
until such redemption date..
Series 2011 Bonds Mutilated, Destroyed, Stolen or Lost
So long as the Series 2011 Bonds are registered in the name of DTC or its nominee, the following
paragraphs relating to mutilated, destroyed, stolen or lost Series 2011 Bonds do not apply to the Series 2011 Bonds
to the extent of a conflict with the DTC book-entry system.
In case any Series 2011 Bond shall become mutilated, or be destroyed, stolen or lost, the County
may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2011 Bond of
like tenor as the Series 2011 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for
such mutilated Series 2011 Bond upon surrender and cancellation of such mutilated Series 2011 Bond or
in lieu of and substitution for the Series 2011 Bond destroyed, stolen or lost, and upon the Series 2011
Bondholder furnishing the County and the Registrar proof of his ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and conditions as the County or the
Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series
2011 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 2011 Bonds shall have
matured or be about to mature, instead of issuing a substitute Series 2011 Bond, the County may pay the
same or cause the Series 2011 Bond to be paid, upon being indemnified as aforesaid, and if such Series
2011 Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Series 2011 Bonds issued pursuant to the Resolution shall constitute original,
additional contractual obligations on the part of the County whether or not the lost, stolen or destroyed
Series 2011 Bond be at any time found by anyone, and such duplicate Series 2011 Bond shall be entitled to
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equal and proportionate benefits and rights to the same extent as all other Series 2011 Bonds issued
pursuant to the Resolution.
Optional Redemption
The Series 2011 Bonds maturing on or after October I, 2022, are subject to redemption in whole or
in part, at any time, on or after October 1, 2021, in such order of maturities as may be determined by the
County (less than a single maturity to be selected by lot), at a Redemption Price equal to 100% of the
principal amount of the Series 2011 Bonds to be redeemed plus accrued interest to the date fixed
redemption, without premium.
Mandatory Redemption
The Series 2011 Bonds maturing on October 1, ----.J are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot, on October 1, ----.J at a Redemption Price equal to the
principal amount of such Series 2011 Bonds or portions thereof to be redeemed, plus interest accrued
thereon to the date of redemption, on October 1 in the following years and in the following Amortization
Installments:
Year
Amortization
Installments
$
*
*Final Maturity
The Series 2011 Bonds maturing on October 1, ----.J are subject to mandatory sinking fund
redemption, prior to maturity in part, by lot, on October 1, ----.J at a Redemption Price equal to the
principal amount of such Series 2011 Bonds or portions thereof to be redeemed, plus interest accrued
thereon to the date of redemption, on October 1 in the following years and in the following Amortization
Installments:
Year
Amortization
Installments
$
*
*Final Maturity
Selection of Bonds to be Redeemed
The Series 2011 Bonds shall be redeemed only in the principal amount of $5,000 each and integral
multiples thereof. The County shall, at least 45 days prior to the redemption date (unless a shorter time
period shall be satisfactory to the Registrar), notify the Registrar of such redemption date and of the
principal amount of Series 2011 Bonds to be redeemed. For purposes of any redemption of less than all of
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the Series 2011 Bonds of a single maturity, the particular Series 2011 Bonds or portions of Series 2011
Bonds to be redeemed shall be selected not more than 45 days and not less than 35 days prior to the
redemption date by the Registrar from the Series 2011 Bonds of the maturity or maturities designated by
the County by such method as the Registrar shall deem fair and appropriate and which may provide for
the selection for redemption of Series 2011 Bonds or portions of Series 2011 Bonds in principal amounts of
$5,000 and integral multiples thereof. Notwithstanding the foregoing, in the event that less than the
entire principal amount of a Term Bond is to be optionally redeemed, the County shall determine how
the principal amount of such refunded Term Bond is to be allocated to the Amortization Installments for
the Term Bond and shall notify the Paying Agent and Registrar of such allocation.
If less than all of the Series 2011 Bonds of a single maturity are to be redeemed, the Registrar shall
promptly notify the County in writing of the Series 2011 Bonds or portions of Series 2011 Bonds selected
for redemption and, in the case of any Series 2011 Bond selected for partial redemption, the principal
amount thereof to be redeemed.
Notice of Redemption
Notice of redemption, which shall specify the Series 2011 Bond or Series 2011 Bonds (or portions
thereof) to be redeemed and the date and place for redemption, shall be given by the Registrar on behalf
of the County, and (A) shall be filed with the Paying Agent of such Series 2011 Bonds, (B) shall be mailed
first class, postage prepaid, not less than 30 days nor more than 45 days prior to the redemption date to
all Holders of Series 2011 Bonds to be redeemed at their addresses as they appear on the registration
books kept by the Registrar as of the date of mailing of such notice, and (C) shall be mailed, certified mail,
postage prepaid, at least 35 days prior to the redemption date to the registered securities depositories and
two or more nationally recognized municipal bond information services as provided in the Resolution.
Failure to mail such notice to such depositories or services or the Holders of the Series 2011 Bonds to be
redeemed, or any defect therein, shall not affect the proceedings for redemption of Series 2011 Bonds as
to which no such failure or defect has occurred. Failure of any Holder to receive any notice mailed as
herein provided shall not affect the proceedings for redemption of such Holder's Series 2011 Bonds.
The County may provide that a redemption will be contingent upon the occurrence of certain
conditions and that if such conditions do not occur the notice of redemption will be rescinded, provided
notice of rescission shall be mailed in the manner described above to all affected Series 2011 Bondholders
as soon as practicable but in no event later than three business days following knowledge by the County
and/or the Registrar that the condition for redemption has not or will not occur.
SECURITY FOR THE SERIES 2011 BONDS
General
The County has covenanted and agreed to appropriate in its annual budget, by amendment, if
necessary, from Non-Ad Valorem Revenues amounts sufficient to (A) pay principal of and interest on the
Series 2011 Bonds when due, and (B) pay all required deposits to the Rebate Fund pursuant to the
Resolution.
"Non-Ad Valorem Revenues" means all General Fund Revenues and MSTD Revenues, other than
revenues generated from ad valorem taxation on real or personal property, and all Impact Fee Proceeds,
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but only to the extent they are legally available to make the payments required in the Resolution.
"General Fund Revenues" means total revenues of the County derived from any source whatsoever and
that are allocated to and accounted for in the General Fund as shown in the Annual Audit. "General
Fund" means the "General Fund" of the County as described and identified in the Annual Audit. "Impact
Fee Proceeds" means the proceeds of all impact fees levied by the County that are allocated to and
accounted for in the Capital Projects Funds as shown in the Annual Audit. "Capital Projects Fund" means
the "Capital Projects Funds" of the County as described and identified in the Annual Audit. "MSTD
Revenues" means all revenues of the County derived from any source whatsoever and that are allocated
to and accounted for in the Unincorporated Area Municipal Services Taxing District Fund as shown in
the Annual Audit. "Unincorporated Area Municipal Services Taxing District Fund" means the
"Unincorporated Area Municipal Services Taxing District Fund" of the "Special Revenue Funds" of the
County as such Funds are described and identified in the Annual Audit.
Such covenant and agreement on the part of the County to budget and appropriate such amounts
of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such
Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such
required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the
foregoing covenant of the County, the County does not covenant to maintain any services or programs,
now provided or maintained by the County, which generate Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-
Ad Valorem Revenues, nor does it preclude the County from pledging in the future its Non-Ad Valorem
Revenues, nor does it require the County to levy and collect any particular Non-Ad Valorem Revenues,
nor does it give the Series 2011 Bondholders a prior claim on the Non-Ad Valorem Revenues as opposed
to claims of general creditors of the County. Such covenant to appropriate Non-Ad Valorem Revenues is
subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem
Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other
debt instruments). However, the covenant to budget and appropriate for the purposes and in the manner
stated in the Resolution shall have the effect of making available for the payment of the Series 2011
Bonds, in the manner described in the Resolution, Non-Ad Valorem Revenues and placing on the County
a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its
obligations under the Resolution; subject, however, in all respects to the restrictions of Section 129.07,
Florida Statutes, which generally provide that the governing body of each county may only make
appropriations for each fiscal year which, in anyone year, shall not exceed the amount to be received
from taxation or other revenue sources; and subject, further, to the payment of services and programs
which are for essential public purposes affecting the health, safety and welfare of the inhabitants of the
County or which are legally mandated by applicable law.
The County has covenanted and agreed to transfer to the Paying Agent for the Series 2011 Bonds,
solely from funds budgeted and appropriated as described in the Resolution, at least one business day
prior to the date designated for payment of any principal of or interest on the Series 2011 Bonds,
sufficient moneys to pay such principal or interest. The Registrar and Paying Agent shall utilize such
moneys for payment of the principal and interest on the Series 2011 Bonds when due.
THE SERIES 2011 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR
INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE
COUNTY, PAYABLE SOLELY FROM AMOUNTS BUDGETED AND APPROPRIATED BY THE
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COUNTY FROM NON-AD VALOREM REVENUES IN ACCORDANCE WITH THE RESOLUTION. NO
HOLDER OF ANY SERIES 2011 BOND SHALL HA VE THE RIGHT TO COMPEL THE EXERCISE OF
ANY AD VALOREM TAXING POWER TO PAY SUCH SERIES 2011 BOND, OR BE ENTITLED TO
PAYMENT OF SUCH SERIES 2011 BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM
THE NON-AD VALOREM REVENUES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE
RESOLUTION.
No Reserve for the Series 2011 Bonds
Pursuant to the Resolution, the County has determined not to fund a debt service reserve fund or
account to further secure the Series 2011 Bonds.
Anti-Dilution Test
During such time as any Series 2011 Bonds are Outstanding under the Resolution, the County has
agreed and covenanted with the Series 2011 Bondholders that (1) Non-Ad Valorem Revenues shall cover
projected Maximum Annual Debt Service on the Series 2011 Bonds and maximum annual debt service on
Debt by at least 1.5x; and (2) projected Maximum Annual Debt Service on the Series 2011 Bonds and
maximum annual debt service for all Debt (as hereinafter defined) will not exceed 20% of the aggregate of
General Fund Revenues, MSTD Revenues and Impact Fee Proceeds exclusive of (a) ad valorem tax
revenues restricted to payment of debt service on any Debt and (b) any proceeds of the Series 2011 Bonds
or Debt. The calculations required by (1) and (2) above shall be determined using the average of actual
revenues for the prior two Fiscal Years based on the County's Annual Audits.
For the purposes of the covenants contained in the preceding paragraph, maximum annual debt
service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual
maximum annual debt service, and, with respect to Debt which bears interest at a variable interest rate,
maximum annual debt service on such Debt shall be determined assuming that interest accrues on such
Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more than two
weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed
or variable interest rate, constitutes Balloon Indebtedness, as defined below, maximum annual debt
service on such Debt shall be determined assuming such Debt is amortized over 20 years on an
approximately level debt service basis. "Debt" means at any date (without duplication) all of the
following to the extent that they are secured by or payable in whole or in part from Non-Ad Valorem
Revenues (A) all obligations of the County for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments; (B) all obligations of the County to pay the deferred purchase price of
property or services, except trade accounts payable under normal trade terms and which arise in the
ordinary course of business; (C) all obligations of the County as lessee under capitalized leases; and (D)
all indebtedness of other Persons to the extent guaranteed by, or secured by, Non-Ad Valorem Revenues
of the County; provided, however, if with respect to any obligation contemplated in (A), (B), or (C) above,
the County has covenanted to budget and appropriate sufficient Non-Ad Valorem Revenues to satisfy
such obligation but has not secured such obligation with a lien on or pledge of any Non-Ad Valorem
Revenues then, and with respect to any obligation contemplated in (D) above, such obligation shall not be
considered "Debt" for purposes of the Resolution unless the County has actually used Non-Ad Valorem
Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably expects
to use Non-Ad Valorem Revenues to satisfy such obligation in the current or immediately succeeding
Fiscal Year. After an obligation is considered "Debt" as a result of the proviso set forth in the immediately
preceding sentence, it shall continue to be considered "Debt" until the County has not used any Non-Ad
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11
Valorem Revenues to satisfy such obligation for two consecutive Fiscal Years. For purposes of this
paragraph, "Balloon Indebtedness" means Debt, 25% or more of the original principal of which matures
during anyone Fiscal Year. In addition, with respect to debt service on any Debt which is subject to a
Qualified Hedge Agreement, interest on such Debt during the term of such Qualified Hedge Agreement
shall be deemed to be the Hedge Payments coming due during such period of time.
GENERAL INFORMATION REGARDING NON-AD VALOREM REVENUES
General
The County generally receives two primary sources of general governmental revenue: ad
valorem taxes and non-ad valorem revenues. Ad valorem taxes may not be pledged for the payment of
debt obligations of the County maturing more than twelve months from the date of issuance thereof
without approval of the electorate of the County. The ad valorem tax revenues of the County are not
pledged as security for the payment of the Series 2011 Bonds and the County is not obligated to budget
and appropriate ad valorem tax revenues for the payment of the Series 2011 Bonds.
The County is permitted by the Florida Constitution to levy ad valorem taxes at a rate of up to
$10 per $1,000 of assessed valuation for general governmental expenditures. The County's General Fund
ad valorem tax millage rate for the fiscal year ending September 30, 2012 is $3.5645 per $1,000. The
County's Unincorporated Area Municipal Services Taxing District Fund ad valorem tax millage rate for
the fiscal year ending September 30, 2012 is $0.7161 per $1,000. The County is also permitted by the
Florida Constitution to levy ad valorem taxes above the $10 per $1,000 limitation to pay debt service on
general obligation long-term debt if approved by a voter referendum but does not currently do so.
Non-ad valorem revenues of the County may be pledged, subject to certain limitations disclosed
herein, for the payment of debt obligations of the County. Such non-ad valorem revenues include a
broad category of revenues, including, but not limited to, revenues received from the State, investment
income and income produced from certain services and facilities of the County, as described below.
Series 2011 Bondholders do not have a lien on any specific non-ad valorem revenues of the County.
As more fully described above under "SECURITY FOR THE SERIES 2011 BONDS," the County
has covenanted and agreed in the Resolution, subject to certain restrictions and limitations, to appropriate
in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues amounts sufficient to
pay principal of and interest on the Series 2011 Bonds when due in the manner and to the extent
described herein. The holders of the Series 2011 Bonds do not have a lien on any specific Non-Ad
Valorem Revenues of the County and the County has outstanding certain other debt obligations payable
from a lien upon and pledge of certain of the Non-Ad Valorem Revenues of the County.
A large percentage of the revenues of the County, including ad valorem taxes and non-ad
valorem revenues, are deposited in the General Fund and the Unincorporated Area Municipal Services
Taxing District Fund. The General Fund is the largest operating fund of the County. It is used to account
for substantially all countywide activities and is supported principally by ad valorem taxes. The
Unincorporated Area Municipal Services Taxing District Fund accounts for municipal type services
provided in the unincorporated area of the County and is also supported primarily by ad valorem taxes.
See "CERTAIN FINANCIAL MATTERS - General Fund and Unincorporated Area Municipal Services
Taxing District Fund" herein. Furthermore, as described herein under "SECURITY FOR THE SERIES
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12
2011 BONDS," the obligation of the County to budget and appropriate Non-Ad Valorem Revenues is
subject to a variety of factors, including without limitation the payment of services and programs which
are for essential public purposes affecting the health, safety and welfare of the inhabitants of the County
or which are mandated by applicable law, and the obligation of the County to have a balanced budget.
The Florida Department of Financial Services ("FDFS") has developed, as part of the Uniform
Accounting System Manual's Chart of Accounts, six major categories of local government revenues:
taxes, intergovernmental revenues, licenses, permits and impact fees, charges for services, fines and
forfeitures and miscellaneous revenues. Using that organization, the following describes the major
sources of the County's Non-Ad Valorem Revenues:
Taxes
Local Communications Services Tax
The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of
Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202,
Florida Statutes (the "CSTA") established, effective October 1, 2001, a communications services tax on the
sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same date
repealed Section 166.231(9), Florida Statutes, which previously granted municipalities the authority to
levy a utility services tax on the purchase of telecommunications services. Pursuant to Sections 202.19
and 202.20, Florida Statutes any sale of communications services charged to a service address in the
County is subject to the County's local communications services tax ("Communications Services Tax") at a
rate of 2.10%. The revenues that are received by the County from such Communications Services Tax
which derive from the Local Communications Services Tax Clearing Trust Fund (the "Trust Fund")
created with the Florida Department of Revenue ("FDOR") pursuant to Section 202.193, Florida Statutes
may be pledged for the repayment of current or future bonded indebtedness.
The telecommunications tax applies to the purchase of "telecommunications services" which
originated or terminated within unincorporated Collier County, with certain exemptions described
below. "Telecommunications services" is defined to be local telephone service, toll telephone service,
telegram or telegraph service, teletypewriter service, private communication service, cellular mobile
telephone or telecommunication service or specialized mobile radio, pagers and paging service, but
excludes Internet access service, cable service, electronic mail service, electronic bulletin board service, or
similar on-line computer service.
One effect of the CSTA was to replace the former telecommunications tax, including pre-paid
calling arrangements, as well as any revenues from franchise fees on cable and telecommunications
service providers and permit fees relating to placing or maintaining facilities in rights-of-way collected
from providers of certain telecommunications services, with the local communications services tax. This
change in law was intended to be revenue neutral to the counties and municipalities. The
Communications Services Tax applies to a broader base of communications services than the former
telecommunications tax.
"Communication services" under the CSTA are defined as the transmission, conveyance, or
routing of voice, data, audio, video, or any other information or signals, including cable services, to a
point, or between or among points, by or through any electronic, radio, satellite, cable, optical,
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microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol
used for such transmission or conveyance. The term does not include:
(a) Information services.
(b) Installation or maintenance of wiring or equipment on a customer's premises.
(c) The sale or rental of tangible personal property.
(d) The sale of advertising, including, but not limited to, directory advertising.
(e) Bad check charges.
(f) Late payment charges.
(g) Billing and collection services.
(h) Internet access service, electronic mail service, electronic bulletin board service, or similar
on-line services.
However, such services have historically been taxed if the charges for such services are not stated
separately from the charges for communications services, on a customer's bill.
The sale of communications services to (i) the federal government, or any instrumentality or
agency thereof, or any entity that is exempt from state taxes under federal law, (ii) the state or any county,
municipality or political subdivision of the state when payment is made directly to the dealer by the
governmental entity, and (iii) any educational institution (which includes state tax-supported and
nonprofit private schools, colleges and universities and nonprofit libraries, art galleries and museums,
among others) or religious institutions (which includes, but is not limited to, organizations having an
established physical place for worship at which nonprofit religious services and activities are regularly
conducted) that is exempt from federal income tax under Section 501(c)(3) of the Code are exempt from
the Communications Services Tax.
The CST A provides that, to the extent that a provider of communications services is required to
pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance
with respect to the services or revenues that are also subject to the Communications Services Tax, such
provider is entitled to a credit against the amount of such Communications Services Tax payable to the
State in the amount of such tax, charge, or fee with respect to such service or revenues. The amount of
such credit is deducted from the amount that such local taxing jurisdiction is entitled to receive under
Section 202(18)(3), Florida Statutes.
Under the CSTA, local governments must work with the FDOR to properly identify service
addresses to each municipality and county. If a jurisdiction fails to provide the FDOR with accurate
service address information, the local government risks losing tax proceeds that it should properly
receive. The County believes it has provided the FDOR with all information that the FDOR has requested
as of the date hereof and that such information is accurate.
Providers of communications services collect the Communications Services Tax and may deduct
0.75% as a collection fee (or 0.25% in the case of providers who do not employ an enhanced zip code
database or a database that is either supplied or certified by the FDOR). The communications services
providers remit the remaining proceeds to the FDOR for deposit into the Trust Fund. The FDOR then
makes monthly contributions from the Trust Fund to local governments after deducting up to 1% of the
total revenues generated as an administrative fee.
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The federal Internet Tax Freedom Act ("ITFA") imposes a moratorium on taxation of Internet
access by states and political subdivisions. As amended by the Internet Tax Nondiscrimination Act
("ITNA"), the ITFA may have a material adverse effect upon future collections of the Communications
Services Tax Revenues. Signed by President George W. Bush on December 3, 2004, the ITNA extended
the ITFA until November 1, 2007. Federal legislation was enacted on October 31, 2007, to extend the
moratorium, which was set to expire on November 1, 2007, on certain state and local government taxation
on Internet access to November 1, 2014. This legislation prohibits a state from reimposing a tax on
Internet access which the state repealed more than twenty-four (24) months prior to this legislation's
enactment. Additionally, a specific exemption was created for certain state business taxes enacted
between June 20, 2005 and before November 1, 2007 which do not discriminate against providers of
communication services, Internet access or telecommunications. Effective November 1, 2003, "Internet
access" was amended to include telecommunications services purchased, used or sold by a provider of
Internet access to provide Internet access. "Internet access" now also includes related communication
services, such as email and instant messaging. The definition of "Internet access" was revised, in part, to
eliminate existing language which could be read to allow providers of communication services to exclude
from taxation charges for Internet access services which are bundled for a single price with taxable
communication services. "Telecommunications," as amended, includes un-regulated non-utility
telecommunications, such as cable services. Application of the amended definition of "Internet access"
was delayed until June 30, 2008 for state or local tax on Internet access that was: (1) generally imposed
and actually enforced on telecommunication services, or (2) the subject of litigation instituted in a state
court prior to July 1, 2007. Prior to December 3, 2004, under the CSTA, according to FDOR, when charges
for Internet access services are not separately stated on a customer's bill, the entire charge is taxed,
regardless of whether the charge includes Internet access or telecommunications services used to provide
Internet access. The negative impact on future collections of Communications Services Tax Revenues
because of the ITNA cannot be determined at this time.
The amount of Communications Services Tax revenues received by the County is subject to
increase or decrease due to (i) increases or decreases in the dollar volume of taxable sales within the
County, (ii) legislative changes, and/or (iii) technological advances which could affect consumer
preferences, such as Voice over Internet Protocol ("VoIP"). An example of possible legislative changes
includes the various bills introduced in the Florida Legislature's 2011 legislative session designed to
reduce the tax rates for the Local Communications Services Tax. Although none of these bills passed,
several State legislators have indicated they will propose similar bills in the 2012 legislative session. An
example of technological advances which could affect consumer preferences includes Voice over Internet
Protocol ("VoIP"). VoIP is a less expensive technology that allows telephone calls to be made in digital
form using a broadband Internet connection, rather than an analog phone line, and has the potential to
supplant traditional telephone service. It is possible that VoIP could either reduce the dollar volume of
taxable sales within the County or will be a non-taxable service altogether.
The amount of the Communications Services Tax revenues collected within the County may be
adversely affected by the incorporation of new municipalities in the unincorporated areas of the County
and the annexation of unincorporated areas of the County by the municipalities within the County. Such
incorporation and/or annexation would decrease the number of addresses contained within the
unincorporated areas of the County. At this time, there are no incorporations or annexations anticipated
within the County.
{25694/003/00571275.DOCv4}
15
Intergovernmental Revenues
All revenues received by a local unit from federal, state, and other local government sources in
the form of grants, shared revenues, and payments in lieu of taxes would be included in the
intergovernmental revenues category. The category is further classified into seven subcategories: federal
grants, federal payments in lieu of taxes ("PILOT"), state grants, state shared revenues, state PILOT, local
grants and local shared revenues. If a particular grant is funded from separate intergovernmental
sources, then the revenue is recorded proportionately. The largest component is the "Local Government
Half-Cent Sales Tax."
Local Government Half-Cent Sales Tax
"Sales Tax Revenues" consist of the amount of the Local Government Half-Cent Sales Tax
distributed by the State from the Local Government Half-Cent Sales Tax Clearing Trust Fund to the
County pursuant to the provisions of Chapter 218, Part VI, Florida Statutes.
The State levies and collects a sales tax on, among other things, the sales price of each item or
article of tangible personal property sold at retail in the State, subject to certain exceptions and dealer
allowances. In 1982, the Florida legislature created the Local Government Half-Cent Sales Tax Program
(the "Half-Cent Sales Tax Program") which distributes a portion of the sales tax revenue and money from
the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements.
In 1982, when the Half-Cent Sales Tax Program was created, the general rate of sales tax in the State was
increased from 4% to 5%, and one-half of the fifth cent was devoted to the Half-Cent Sales Tax Program,
thus giving rise to the name "Half-Cent Sales Tax." Although the amount of sales tax revenue deposited
into the Half-Cent Sales Tax Program is no longer one-half of the fifth cent of every dollar of the sales
price of an item subject to sales tax, the name "Half-Cent Sales Tax" has continued to be utilized.
Section 212.20, Florida Statutes, provides for the distribution of sales tax revenues collected by
the State and further provides for the distribution of a portion of sales tax revenues to the Half-Cent Sales
Tax Clearing Trust Fund (the "Half-Cent Sales Tax Trust Fund"), after providing for transfers to the State's
General Fund and the Ecosystem Management and Restoration Trust Fund. From 1993 until July I, 2003,
the proportion of sales tax revenues deposited in the Half-Cent Sales Tax Trust Fund (the "Half-Cent
Sales Tax Revenues") had been constant at 9.653% of all state sales tax remitted to the State by a sales tax
dealer located within a particular county. (Effective July I, 2003, such proportion was reduced to 9.643%,
and effective July I, 2004, such proportion was further reduced to 8.814%, which remains in effect). Such
amount deposited in the Half-Cent Sales Tax Trust Fund is earmarked for distribution to the governing
body of such county and each participating municipality within that county pursuant to a distribution
formula. The legislative intent of the proportion reductions described above was to freeze for one fiscal
year the total amount of Half-Cent Sales Tax Revenues distributed to the counties and municipalities
throughout the State. The negative impact on municipalities from changes to the half-cent sales tax
distribution was offset by the increased distribution to the Revenue Sharing Trust Fund for
municipalities. Likewise, the negative impact of the change in half-cent sales tax distribution on smaller
counties with a limited tax base was offset by the increased share of state taxes going for the emergency
distribution. The net impact was to reduce the amount of funds distributed to county governments equal
to projected growth in income from the half-cent sales tax distribution. The general rate of sales tax in the
State is currently 6%. After taking into account the distributions to the State's General Fund (historically
5% of taxes collected) and the Ecosystem Management and Restoration Trust Fund (historically 0.2% of
taxes collected), and after taking into account the cumulative effect of the proportion reductions
{25694/003/00571275.DOCv4}
16
Half-Cent Sales Tax Trust Fund, there may be amendments to the Sales Tax Act in subsequent years
imposing additional requirements of eligibility for counties and municipalities participating in the Half-
Cent Sales Tax Revenues, or the distribution formulas in Sections 212.20(6)(d) or 218.62, Florida Statutes,
may be revised. To be eligible to participate in the Trust Fund in future years, the County must comply
with the financial reporting and other requirements of the Sales Tax Act. Otherwise, the County would
lose its Half-Cent Sales Tax Trust Fund distributions for twelve (12) months following a "determination of
noncompliance" by FDOR. The County has always maintained eligibility to receive the Sales Tax
Revenues.
Half-Cent Sales Tax Revenues collected within a county and deposited in the Half-Cent Sales Tax
Trust Fund are distributed among such county and the eligible municipalities therein in accordance with
the following formula:
County's share
(expressed as a
percentage of total
Half-Cent Sales Tax
Revenues)
unincorporated
county
population
total
county
population
+
2/3 of the
incorporated
county population
2/3 of the
incorporated
county population
+
Each municipality's
share (expressed as a
percentage of Half-
Cent Sales Tax
Revenues)
municipality population
total
county +
population
2/3 of the
incorporated
county population
The amount of Half-Cent Sales Tax revenues distributed to the County is subject to increase or
decrease due to (i) more or less favorable economic conditions, (ii) increases or decreases in the dollar
volume of taxable sales within the County, (iii) legislative changes relating to the Local Government Half-
Cent Sales Tax, which may include changes in the scope of taxable sales, changes in the tax rate and
changes in the amount of sales tax revenue deposited into the Trust Fund and (iv) other factors which
may be beyond the control of the County or the Series 2011 Bondholders, including but not limited to the
potential for increased use of electronic commerce and other internet-related sales activity that could
have a material adverse impact upon the amount of Local Government Half-Cent Sales Tax collected by
the State and then distributed to the County.
State Revenue Sharing
A portion of the taxes levied and collected by the State is shared with local governments under
provisions of Chapter 218.215, Florida Statutes. To be eligible for State Revenue Sharing funds, a local
government must have:
(i) reported its finances for its most recently completed fiscal year to the FDFS as required
by Florida law;
(ii) made provisions for annual post audits of financial accounts in accordance with
provisions of law;
{25694/003/00571275.DOCv4 }
18
(iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes
levied for debt service or other special millages authorized by the voters, to produce the
revenue equivalent to a millage rate of three (3) mills on the dollar based upon 1973
taxable values or, in order to produce revenue equivalent to that which would otherwise
be produced by such three (3) mill ad valorem tax, to have received a remittance from the
county pursuant to a municipal services benefit unit, collected an occupational license
tax, utility tax, or ad valorem tax, or have received revenue from any combination of
those four sources;
(iv) certified that persons in its employ as law enforcement officers meet certain qualifications
for employment, and receive certain compensation;
(v) certified that persons in its employ as firefighters meet certain employment qualifications
and are eligible for certain compensation;
(vi) certified that each dependent special district that is budgeted separately from the general
budget of such county or municipality has met the provisions for annual post audit of its
financial accounts in accordance with law; and
(vii) certified to the FDOR that it has complied with certain procedures regarding the
establishment of the ad valorem tax millage of the county or municipality as required by
law.
Eligibility is retained if the local government has met eligibility requirements for the previous
three years, even if the local government reduces its millage or utility taxes because of the receipt of State
Revenue Sharing funds.
The amount of the State Revenue Sharing Trust Fund distributed to a county is calculated using a
formula consisting of the following equally weighted factors: county population, unincorporated county
population and county sales tax collections. A county's population factor means a county's population
divided by the total population of all eligible counties in the State. The unincorporated county
population factor means the county's unincorporated population divided by the total unincorporated
population of all eligible counties in the State. A county's sales tax collections factor means that county's
sales tax collections during the preceding year divided by the total sales tax collections during the same
period for all eligible counties in the State. Funds are wired monthly by the FDOR.
Each eligible county is entitled to receive a minimum amount of State Revenue Sharing Funds,
known as the "guaranteed entitlement" and the "second guaranteed entitlement," the first of which is
correlated to amounts received by such county from certain taxes on cigarettes, roads and intangible
property in the State fiscal year 1971-1972 and the second of which is correlated to the amount received
by such county in State fiscal year 1981-1982 from the then-existing tax on cigarettes and intangible
personal property, less the guaranteed entitlement. The funds remaining in the Revenue Sharing Trust
Fund after the distribution of the Guaranteed Entitlement and Second Guaranteed Entitlement are
referred to as "growth monies" that are further distributed to eligible counties (the "Growth Monies").
There are no restrictions on the use of the Guaranteed Entitlement, Second Guaranteed
Entitlement or the Growth Monies, however there are restrictions on the amount of funds that can be
{25694/003/00571275.DOCv4}
19
pledged for bond indebtedness. Counties are allowed to pledge the Guaranteed Entitlement and the
Second Guaranteed Entitlement revenues. Counties can assign, pledge, or set aside as a trust for the
payment of principal or interest on bonds or any other form of indebtedness an amount up to 50 percent
of the State Revenue Sharing Funds (including Growth Monies) received by it in the prior State fiscal
year.
To be eligible to participate in State Revenue Sharing in future years, the County must comply
with certain eligibility and reporting requirements. If the County fails to comply with such requirements,
the FOOR may utilize the best information available to it, if such information is available, or take any
necessary action including disqualification, either partial or entire, and the County shall further waive
any right to challenge the determination of the FOOR as to its distribution, if any.
Licenses, Permits and Impact Fees
These are revenues derived from the issuance of local professional, occupational, and other
licenses. Included in this category are impact fees. Pursuant to Ordinance No. 2001-13, as amended, such
impact fees include: County-Wide Library Impact Fees, Emergency Medical Services Impact Fees,
Government Facilities Impact Fees, Law Enforcement Impact Fees, Correctional Facilities Impact Fees and
Parks Impact Fees. The Board established separate impact fee trust funds for each of the County-Wide
Library Impact Fees, Emergency Medical Services Impact Fees, Government Facilities Impact Fees, Law
Enforcement Impact Fees, Correctional Facilities Impact Fees and Parks Impact Fees. Each of these
impact fee trust funds is maintained separate and apart from each other and from all other funds of the
County. The funds deposited into each impact fee trust fund are to be used solely for the purpose of
providing growth necessitated improvements and additions to the specific public facility for which such
impact fees are received.
The Refunded Projects being refinanced with proceeds of the Series 2011 Bonds consist of growth
related improvements and additions for which Government Facilities Impact Fees are legally available to
pay. Therefore, such Impact Fees are legally available to debt service on the Series 2011 Bonds which are
attributable to the respective purpose. For example, Government Facilities Impact Fees, Correctional
Facilities Impact Fees and Parks Impact Fees are legally available to pay the portion of debt service on the
Series 2011 Bonds which financed government facilities. The Refunded Projects do not consist of law
enforcement growth related improvements and additions. Therefore, Law Enforcement Impact Fees are
not legally available to pay any debt service on the Series 2011 Bonds.
Impact fees are charged on new construction and must be used for growth related capital
expansion. The use of impact fees is limited under Florida law to (i) payment for expansion facilities or
(ii) paying debt service on obligations issued to acquire or construct or refinance expansion facilities to
the extent the debt service is attributable to expansion facilities. The use of impact fees is further limited
to facility expansions related to the purpose of the impact fee itself. For example, County-Wide Library
Impact Fees may only be use to pay for library facilities expansion, and cannot be used to pay for
expansion of emergency medical services, correctional facilities, parks or other government facilities.
Under Florida law, investment earnings with respect to impact fees are subject to the same restrictions on
use as the impact fees themselves. Impact fee revenues fluctuate with the amount of new construction or
development which occurs within the County. Therefore, there can be no assurances that such revenue
will not decrease or be eliminated altogether in the event that new construction, for whatever reason,
might decrease or cease altogether within the County.
{25694/003/00571275.DOCv4}
20
{25694/003/00571275.DOCv4}
[Remainder of page intentionally left blank]
21
Footnote 17 to the County's audited financial statements for the fiscal year ended September 30,
2010 which can be found in "APPENDIX C - Audited Financial Statements" attached hereto states the
following:
"The following funds had fund balance deficits at September 30, 2010:
Fund
Amount
Correctional Facilities Impact Fee
County-Wide Library Impact Fee
Emergency Medical Services Impact Fee
Government Facilities Impact Fee
Law Enforcement Impact Fee
Total
($807,436)
(5,585,777)
(1,254,875)
(12,497,194)
00.475.567)
($30,620,849)
The fund balance deficits are primarily the result of advances from other funds
made prior to September 30, 2010. These advances were recorded to ensure repayment
of non-impact fee monies loaned to the impact fee fund for the construction of growth
necessitated facilities. County management anticipates that the deficits will be covered
by future years' impact fee revenues."
County management further anticipates that the deficits will be covered only after making
allocable debt service payments on the Series 2011 Bonds. The County has utilized this interfund loan
approach to track the degree to which umestricted funds have subsidized growth-related expenditures,
such that fund reimbursement can occur in future years when and if the subject impact fees exceed
growth-related expenditures.
Charges for Services
Revenues resulting from a local unit's charges for services are reflected in this category and
include those charges received from private individuals or other governmental units. The following
functional areas include such charges:
(i) General government;
(ii) Public safety;
(iii) Physical environment;
(iv) Transportation;
(v) Economic environment;
(vi) Human services; and
(vii) Culture and recreation.
Fines and Forfeitures
Fines and forfeitures reflect those penalties and fines imposed for the commission of statutory
offenses, violation of lawful administrative rules and regulations, and for neglect of official duty.
Forfeitures include revenues resulting from parking and court fines.
{25694/003/00571275.DOCv4}
22
Interest
This category includes interest earned on County investments. As the economy slowed, the
amount of interest received by the County has been negatively impacted.
Miscellaneous Revenues
This category includes a variety of revenues including:
(i) Rents and royalties;
(ii) Disposition of fixed assets;
(iii) Contributions and donations;
(iv) Insurance proceeds; and
(v) Other miscellaneous revenue
The following table represents the County's determination of Non-Ad Valorem Revenues for the
County's fiscal years ending September 30, 2005 through and including September 30, 2010 (excludes
non-ad valorem revenues of the County which are not legally available to pay debt service on the Series
2011 Bonds). Certain of such revenues may heretofore or hereinafter be specifically pledged to secure
other indebtedness by the County. Any such debt would be payable from such specific revenue sources
prior to payment of debt service on the Series 2011 Bonds. Such table is not intended to represent
revenues of the County which would necessarily be available to pay debt service on the Series 2011
Bonds, however they are an indication of the relative amounts of non-ad valorem revenues of the County
which may be available for the payment of principal of and interest on the Series 2011 Bonds taking into
account general government expenditures. Certain categories may cease to exist altogether and new
sources may come about from time to time.
[Remainder of page intentionally left blank]
{25694/003/00571275.DOCv4}
23
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COLLIER COUNTY
OTHER OBLIGATIONS PAYABLE FROM NON-AD VALOREM REVENUES
The County has other debt issues outstanding which are secured by and payable from specific
Non-Ad Valorem Revenues (excluding gas taxes and net revenues of the water and sewer enterprise
fund, neither of which are legally available to pay debt service on the Series 2011 Bonds). Such
indebtedness is summarized below:
Description
Capital Improvement and
Refunding Revenue Bonds,
Series 2003(3)
Capital Improvement and
Refunding Revenue Bonds,
Series 2005(3)
Special Obligation Revenue
Bonds, Series 2010
Special Obligation Refunding
Revenue Bonds, Series 2010B
TOTALS:
Source of Security
Amount
Ou tstanding{1)
Maximum
Annual Debt
Service on a Per
Final Maturity Issue Basis(2)
Half-Cent Sales Tax
$35,505,000
10/01/2033 $3,016,281
Half-Cent Sales Tax
$137,820,000
10/01/2035 $12,701,019
Covenant to Budget and
Appropriate Non-Ad
Valorem Revenues
$58,350,000
7/01/2034 $4,053,000
Covenant to Budget and
Appropriate Non-Ad
Valorem Revenues
$24,620,000
10/01/2021 $3,418,260
$256.295.000
$23.188.560
(1) The amount outstanding on each bond issue is calculated as of September I, 2011.
(2) Maximum Annual Debt Service is calculated by fiscal year, on a per issue basis.
(3) The County intends to refund a portion of its Capital Improvement and Refunding Revenue
Bonds, Series 2003 and a portion of its Capital Improvement and Refunding Revenue Bonds,
Series 2005 with proceeds of the Series 2011 Bonds. See "PLAN OF REFUNDING" herein.
Since there is no lien on the Non-Ad Valorem Revenues in favor of the Holders of the Series 2011
Bonds, the exercise of remedies by the holders of the other obligations heretofore or hereafter issued
which are payable from Non-Ad Valorem Revenues may result in the payment of debt service on any
such obligations prior to the payment of debt service on the Series 2011 Bonds.
CERTAIN FINANCIAL MATTERS
Financial and Operating Plan (Budget) and Capital Improvement Planning Policy
The County's budget is adopted by the Board no later than September 30th of each year, and the
County's budget has consistently received the Government Finance Officers Association of the United
{25694/003/00571275.DOCv4}
26
States and Canada ("GFOA") Certificate of Achievement for its budget presentations since the County
began participation in the program in 1988. The County utilizes the following procedures in establishing
the budgetary data reflected in its financial statements:
1. Prior to October 151, the County prepares a proposed operating budget for the subsequent
fiscal year. The operating budget includes proposed expenditures and the means of financing them.
2. Public hearings are conducted to obtain taxpayer comments.
3. Prior to October 151, the budget is legally adopted through passage of a resolution.
4. Formal budgetary integration is employed as a management control device during the
year for the County funds.
5. Budgets for all County funds are adopted on a basis consistent with generally accepted
accounting principles.
6. Expenditures may not legally exceed budgeted appropriation at the fund level.
The County maintains a five-year Capital Improvement Program which is updated annually in
connection with the adoption of the budget. Proposed projects are prioritized and funds are allocated to
projects according to their order of priority. The 5-year strategic capital plans which are part of the policy
coordinate capital needs and the impact of those capital needs on operating budgets.
Financial Reporting and Annual Audit
The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the
County for its comprehensive annual financial report ("CAFR") in each year since the County began
participation in the program in 1986.
Florida law requires that an annual audit of each county's accounts and records be completed by a
firm of independent certified public accountants retained and paid for by such county. Ernst and Young
performed the audit for the fiscal year ended September 30,2010. The audited financial statements for
the fiscal year ended September 30, 2010 appear as APPENDIX C attached hereto.
General Fund and Unincorporated Area Municipal Services Taxing District Fund
The General Fund and the Unincorporated Area Municipal Services Taxing District Fund are the
general operating funds of the County. They account for all financial resources except for those required
to be accounted for in any other fund. The largest source of revenue in these funds are ad valorem
taxation. Ad valorem taxes have not been pledged to secure the Series 2011 Bonds which means that the
County cannot be compelled to levy ad valorem taxes in order to pay debt service on the Series 2011
Bonds. Revenues deposited in the General Fund and the Unincorporated Area Municipal Services Taxing
District Fund do not directly correspond to the Non-Ad Valorem Revenues from which debt service on
the Series 2011 Bonds is payable as some General Fund Revenues and MSTD Revenues are not legally
available to pay debt service on the Series 2011 Bonds. Operations are removed from the General Fund
and the Unincorporated Area Municipal Services Taxing District Fund only when they are deemed to be
true enterprise operations.
{25694/003/00571275.DOCv4}
27
Although the Series 2011 Bonds are not payable from ad valorem taxation, approximately 79.36%
of General Fund Revenues and MSTD Revenues which are collected by the County come from ad
valorem taxes. To the extent that the future collection of ad valorem tax revenues is adversely affected, a
larger portion of non-ad valorem revenues would be required to balance the budget and provide for the
payment of services and programs which are for essential public purposes affecting the health, safety and
welfare of the inhabitants of the County or which are mandated by applicable law.
The following chart shows information regarding the General Fund and the Unincorporated Area
Municipal Services Taxing District Fund (no Capital Projects Funds and no other funds in the Special
Revenue Funds are included in the chart) for the County's fiscal years ending September 30, 2005 through
and including September 30, 2010 (neither Impact Fee Proceeds or associated expenditures are included
in such chart):
[Remainder of page intentionally left blank]
{25694/003/00571275.DOCv4}
28
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While the table above is not intended to represent revenues of the County which would
necessarily be available to pay debt service on the Series 2011 Bonds, they are an indication of the relative
amounts of legally available non-ad valorem revenues of the County which may be available for the
payment of principal of and interest on the Series 2011 Bonds taking into account general governmental
expenditures. The ability of the County to appropriate Non-Ad Valorem Revenues in sufficient amounts
to pay the principal of and the interest on the Series 2011 Bonds is subject to a variety of factors, including
the County's responsibility to provide for the payment of services and programs which are for essential
public purposes affecting the health, safety and welfare of the inhabitants of the County or which are
mandated by applicable law and the obligation of the County to have a balanced budget. No
representation is being made by the County that any particular non-ad valorem revenue source will be
available in future years, or if available, will be budgeted to pay debt service on the Series 2011 Bonds.
Continued consistent receipt of Non-Ad Valorem Revenues is dependent upon a variety of
factors, including formulas specified under Florida law for the distribution of certain of such funds which
take into consideration the ratio of residents in unincorporated areas of the County to total County
residents. Aggressive annexation policies by municipalities in the County or greater growth in the
incorporated areas of the County as compared to unincorporated areas could have an adverse effect on
certain non-ad valorem revenues. The amounts and availability of any of the Non-Ad Valorem Revenues
to the County are also subject to change, including reduction or elimination by change of State law or
changes in the facts or circumstances according to which certain of the Non-Ad Valorem Revenues are
allocated. In addition, the amount of certain of the Non-Ad Valorem Revenues collected by the County is
directly related to the general economy of the County. Accordingly, adverse economic conditions could
have a material adverse effect on the amount of non-ad valorem revenues collected by the County. The
County may also specifically pledge certain of the Non-Ad Valorem Revenues or covenant to budget and
appropriate legally available non-ad valorem revenues of the County to future obligations that it issues.
In the case of a specific pledge, such Non-Ad Valorem Revenues would be required to be applied to such
obligations prior to paying the principal of and interest on the Series 2011 Bonds.
Classification of Local Government Expenditures
The County classifies its expenditures in accordance with the Uniform Accounting System
devised by the FDFS.
General government expenditures arise from operations of legislative, judicial and administrative
activities of the local government. These costs are related to operations of the Board, the County
Manager's office, comprehensive planning, financial operations, legal expenses, court services and other
general government services.
Public safety expenditures reflect all costs provided to achieve a satisfactory living environment
for the community and its citizens which include expenditures for the County's Sheriff and fire
department operations, as well as emergency disaster relief services and protective inspections.
Physical environment expenditures relate to the County's conservation and natural resource
management efforts.
Transportation expenditures generally reflect the costs of roads, bridges and streets.
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31
Economic environment expenditures include the costs of providing economic development
activities, housing opportunities and related programs, and other activities intended to raise the
economic status of the citizenry.
Human services expenditures reflect the County's activities related to the care treatment and
control of mental and physical illness and similar services.
Culture and recreation expenditures include the County's costs of operating parks and recreation
facilities and of offering special events, cultural services and programs and similar services.
Capital outlay expenditures include expenditures which result in the acquisition of, or addition to,
fixed assets such as buildings, land and roads.
Debt service expenditures are used to account for principal and interest payments on local
government debt.
RETIREMENT PLAN AND OTHER POST EMPLOYMENT BENEFITS
Florida Retirement System
General
The information relating to the Florida Retirement System ("FRS") contained herein has been obtained
from the FRS Annual Reports available at www.dms.myflorida.com and the Florida Comprehensive Annual
Financial Reports available at http://www.myfloridacfo.com/aadir/statewideJinanciaCreporting. No representation
is made by the County as to the accuracy or adequacy of such information or that there has not been any material
adverse change in such information subsequent to the date of such information.
Substantially all full and part time employees of the County are eligible to participate in the FRS.
The FRS was created in Chapter 121, Florida Statutes, to provide a defined benefit pension plan for
participating public employees. The Florida State Board of Administration ("SBA") manages the FRS.
The SBA is governed by a three-member Board of Trustees which includes Florida's elected governor,
chief financial officer and attorney general, which function as chairman, treasurer, and secretary,
respectively. FRS membership is required for all employees filling a regularly established position in a
state agency, city agency, state university, state community college, or district school board. Cities,
municipalities, special districts, charter schools and metropolitan planning organizations have the option
of participating in the FRS; however, participation is irrevocable after the entity elects to participate. The
FRS is currently comprised of 976 participating employers, including 55 state agencies, 396 city agencies,
67 district school boards, 28 community colleges, 182 cities, 231 special districts, 5 hospitals and 12 other
agencies.
As of June 30, 2010, the FRS had 1,080,678 total members, including 302,978 retirees and
beneficiaries (excluding general revenue and teachers' retirement system survivor benefit), 88,756
terminated vested participants, 33,577 DROP (as hereinafter defined) participants, 477,386 active vested
participants and 177,961 active non-vested participants. These members are categorized into five classes
of membership: (1) Senior Management Service Class ("SMSC") members which include senior
management level positions in state and local governments and assistant state attorneys, prosecutors and
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32
public defenders; (2) Special Risk Class which includes positions such as law enforcement officers,
firefighters, correctional officers, emergency medical technicians and paramedics; (3) Special Risk
Administrative Support Class which include non-special risk law enforcement, firefighting, emergency
medical care or correctional administrative support positions within a FRS special risk-employing
agency; (4) Elected Officers' Class CEOC') which includes members who are elected state and city officers
and the elected officers of cities and special districts that choose to place their officials in this class; and (5)
Regular Class members includes members that do not qualify for membership in the other classes.
For those members who enrolled in the FRS defined benefit plan (the "FRS Plan") prior to July 1,
2011, benefits under the FRS Plan vest after six years of service for all membership classes. Regular Class,
SMSC and EOC members are eligible for normal retirement with six or more years of creditable service
and an age 62 or higher, or 30 years of creditable service regardless of age. Special Risk Class and Special
Risk Administrative Support Class members are eligible for normal retirement with six or more years of
special risk class service and an age 55 or higher, or 25 years of special risk service regardless of age.
With up to four years of active duty wartime service and a total of 25 years of service including special
risk service, the retirement age drops to age 52. Without at least six years of Special Risk Class service,
members of the Special Risk Administrative Support Class must meet the retirement requirements of the
Regular Class. Regardless of class, a member may take early retirement any time after vesting within 20
years of normal retirement age; however, there is a five percent benefit reduction for each year prior to
normal retirement age. The State Constitution prohibits increasing benefits without concurrently
providing for funding the increase on a sound actuarial basis.
The State Legislature passed and the Governor signed Senate Bill 2100 CSB 2100") during its 2011
session. SB 2100 has made a number of changes applicable only to members enrolling in the FRS Plan
after July 1, 2011, including: (1) changing the vesting requirement from six years to eight years; (2)
changing the average final compensation calculation from the average of the five highest fiscal years of
salary to the eight highest fiscal years of salary; and (3) changing the normal retirement date for (a)
Regular, Senior Management Service, Elected Officers and Special Risk Administrative Support classes to
age 65 with eight years of service or 33 years of service regardless of age, and (b) Special Risk Class to age
60 with eight years of Special Risk Class service, or 30 years of Special Risk Class service regardless of
age, or age 57 with 30 years of combined Special Risk class service and military service. At the present
time, it is uncertain how SB 2100 will impact the County's finances.
The FRS Plan calculates its benefits on the basis of age, average final compensation, creditable
years of service and accrual value by membership class. Members are also eligible for in-line-of-duty or
regular disability and survivors' benefits. Pursuant to SB 2100, there are no FRS Plan cost-of-living
adjustments earned on and after July 1, 2011. However, there will be a reduced cost-of-living adjustment
if member's retirement or DROP participation date is on or after August 1, 2011.
Subject to provisions of Section 121.091, Florida Statutes, the Defined Retirement Option Program
(the "DROP") permits employees eligible for normal retirement under the FRS to defer receipt of monthly
benefit payments while continuing employment with an FRS employer. An employee may participate in
the DROP for a period not to exceed 60 months while the member's benefits accumulate in the FRS Trust
Fund. For those members who entered DROP prior to July 1, 2011, such member's benefits will earn
monthly interest at an equivalent annual rate of 6.50%. For those members who entered DROP on and
after July 1, 2011, the annual interest rate shall equal 1.3% per year. Authorized instructional personnel
may participate in the DROP for up to 96 months. During the period of DROP participation, deferred
monthly benefits are held in the FRS Trust Fund and accrue interest. As of June 30, 2010, the FRS Trust
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33
Fund projected $2,331,167,940 in accumulated benefits and interest for 33,577 current and prior DROP
participants.
The FRS is a cost-sharing multiple-employer public-employee retirement system with two
primary plans. The Department of Management Services, Division of Retirement administers the FRS
Plan and the SBA invests the assets of the FRS Plan held in the FRS Trust Fund. Administration costs of
the FRS Plan are funded through investment earnings of the FRS Trust Fund. Reporting of the FRS is on
the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized
when the obligation is incurred.
The SBA administers the Public Employee Optional Retirement Program (the "FRS Investment
Plan"), an alternative defined contribution plan available to all FRS members. Retirement benefits are
based upon the value of the member's account upon retirement. Regardless of membership class, FRS
Investment Plan contributions vest after one year of service. If a member elects to transfer amounts from
the FRS Plan to that member's the FRS Investment Plan account, the member must meet the six-year
vesting requirement for any such transferred funds and associated earnings. The FRS Investment Plan is
funded by employer contributions that are based on salary. Contributions are directed to individual
member accounts, and the individual members allocate contributions and account balances among
various approved investment choices. Administration costs of the FRS Investment Plan are funded
through a 0.05% employer contribution and forfeited benefits. Disability coverage is provided under the
FRS Investment Plan. Members of the FRS Investment Plan vest after eight years for non-duty related
disability benefits and may elect to surrender their account balance to the FRS Trust Fund to receive
guaranteed monthly benefits under the FRS Plan, or members may keep their account balance to fund
future retirement needs in lieu of guaranteed monthly benefit payments. The member may rollover
vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan,
receive a lump-sum distribution or leave the funds invested for future distribution.
[Remainder of page intentionally left blank]
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34
Participating employers must comply with the statutory contribution requirements. Section
121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Plan. Employer
contribution rates are based on a level percentage of payrolls and are determined using the entry-age
actuarial cost method. Pursuant to SB 2100, beginning on July 1, 2011, all FRS Plan and FRS Investment
Plan members (except those in DROP) are required to contribute 3% on a pre-tax basis. The County is
required to contribute to the FRS an amount equal to a variable percentage of each employee's salary,
where the percentage is based upon the employee's statutory classification. The statutory classifications
and percentages that affect the County beginning on July 1, 2011 are as follows:
Class or Plan:
Regular
Special Risk
Elected Officials
Deferred Retirement Option Program
Senior Management
Percent of Gross Salary
Employee Employer(l)
3.00% 4.91 %
3.00 14.10
3.00 11.14
0.00 4.42
3.00 6.27
(1) In addition to the statutory contributions required by Section 121.71, Florida Statutes, the
County's contribution percentages also take into account a 0.03% administrative fee (does not
apply to DROP), an educational expense fee and 1.11% retiree health insurance subsidy fee and a
required employer contribution to address UAL of 0.49% for the regular employees, 2.75% for
special risk employees, 0.73% for the elected officials and 0.32% for the senior management
employees.
Source: Section 121.71, Florida Statutes.
The chart below shows the annual required contribution (the "ARC") by all participating
employers to the FRS and the percentage of such contribution to the ARC:
Schedule of Employer Contributions
for the Florida Retirement System
Annual
Fiscal State Non-State Employee Total Required Percentage
Year Contributions(l) Contributions(l) Contributions(l) Contributions(1) Contribution(l) Contributed
2005 $519,531 $1,547,700 $30,556 $2,097,787 $2,141,862 97.94%
2006 538,498 1,781,878 30,723 2,351,099 2,193,928 107.16
2007 671,356 2,366,330 28,112 3,065,798 2,455,255 124.87
2008 672,485 2,520,215 96,767 3,289,467 2,612,672 125.90
2009 678,777 2,556,630 138,264 3,373,671 2,535,854 133.04
2010(2) 687,182 2,463,578 23,416 3,174,176 2,447,374 129.70
(1) 000 omitted in dollar amounts.
(2) Preliminary, subject to change.
Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual
Report: July 1, 2009 - June 30, 2010.
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35
Any unfunded actuarial accrued liability ("VAAL") is required to be amortized within 30 years.
Section 121.031(3)(f), Florida Statutes, provides that any surplus amounts available to offset total
retirement system costs are to be amortized over a 10-year rolling period on a level dollar basis.
Generally, the VAAL estimates on the basis of demographic and economic assumptions, the present
value of pension benefits that employers owe to their active and retired members based on past years of
service. The actuarial value of assets is the value of cash, investments and other property belonging to
the FRS Plan using a five year smoothing method that smoothes the difference between the market value
of assets and the actuarial value of the plan assets over a five year period to prevent short term
fluctuations that may result from market or economic conditions. The actuarial valuations also compare
the actuarial accrued liability with the actuarial value of assets for the employees and any excess of that
liability over the assets forms an VAAL. The actuarial valuations also express the percentages that the
pension plans are funded through a "funded ratio" which represents the quotient obtained by dividing
the actuarial value of assets of the pension plan by the actuarial accrued liability of such plan. As of
June 30, 2010, the balance of legally required reserves for all defined benefit pension plans was $107.25
billion. Such funds are reserved to provide for total current and future benefits, refunds and
administration of the FRS Plan.
The FRS Trust Fund assets are invested by the SBA. The assumed rate of investment return for
the 2009-2010 fiscal year was 7.75%, with the actual return calculated on the basis of fair value which was
14.03%. As of June 30, 2010, the FRS Trust Fund was valued at $109.34 billion and invested in the classes
and approximate percentages as follows:
Domestic Equities
Foreign Equities
Fixed Income
High Yield
Real Estate
Alternative Investments
Strategic Investments
Cash
35.6%
18.9
28.5
2.0
6.4
4.1
4.1
0.4
Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual
Report: July 1, 2009 - June 30,2010.
The chart below shows the funding progress for the FRS which presents multi-year trend
information about whether the actuarial value of plan assets are increasing or decreasing over time
relative to the actuarial accrued liability for benefits.
{25694/003/00571275.DOCv4}
36
Schedule of Funding Progress
for the Florida Retirement System
Actuarial UAAL As
Actuarial Accrued Unfunded %of
Actuarial Value Liability (AAL) ML Funded Covered Covered
Valuation of Assets - Entry Age (UAAL) Ratio Payroll Payroll
Date ~ (b )(1) ~ .wIll ~)(2) ~
7/1/05 $111,539,878 $103,925,948 $(7,614,380) 107.33% $24,185,938 (31.48)%
7/1/06 117,159,615 110,977,831 (6,181,784) 105.57 25,327,922 (24.41)
7/1/07 125,584,704 118,870,513 (6,714,191) 105.65 26,385,768 (25.45)
7/1/08 130,720,547 124,087,214 (6,633,333) 105.35 26,891,340 (24.67)
7/1/09(3) 118,764,692 136,375,597 17,610,905 87.09 26,573,196 66.27
7/1/10 120,929,666 139,652,377 18,722,711 86.59 25,765,362 72.67
(1) 000 omitted dollar amounts.
(2) Payroll includes DROP payroll.
(3) As reported in July I, 2009 actuarial valuation report, prior to impact of House Bill 479 (2009).
Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual
Report: July I, 2006 - June 30, 2010.
Fiscal Year
2005
2006
2007
2008
2009
2010
Market Value of
Assets
(a )(1)
$109,875,206
118,354,931
136,280,545
126,936,897
99,579,208
109,344,318
Market Value of Assets
Actuarial Accrued Liability
(AAL) - Entry Age
(b)(1 )
$103,925,948
110,977,831
118,870,513
124,087,214
136,375,597
139,652,377
Funded Ratio (%)
.wIll
105.72%
106.65
114.65
102.30
73.02
78.30
(1) 000 omitted dollar amounts.
Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual
Report: July I, 2006 - June 30,2010.
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37
Summary of Accrued and Unfunded Actuarial Liabilities
for the Florida Retirement System
Unfunded Annualized
Actuarial Actuarial Actuarial Payroll Unfunded
Valuation Accrued Valuation Funding Ratio Liability (Active Actuarial
Date Liabilities(1) Assets(l) ( Assets/Liabili ties) (UAL)(1) Members)(l) Liability/Payroll
7/1/06 $109,519,043 $117,159,615 107% ($7,640,572) $25,327,922 (30% )
7/1/07 117,359,375 125,584,704 107 (8,225,329) 26,385,768 (31)
7/1/08 122,532,299 130,720,547 107 (8,188,248) 26,891,340 (30)
7/1/09 134,204,076 118,764,692 89 15,439,384 26,573,196 58
7/1/10 137,635,012 120,929,666 88 16,705,346 25,765,362 65
(1) 000 omitted in dollar amounts.
Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual
Report: July 1, 2009 - June 30, 2010.
The information presented in the above schedules was determined as part of the actuarial
valuations performed at the dates indicated. Additional information as of the latest actuarial valuation is
as follows:
Florida Retirement System Assumptions
Valuation date
Actuarial cost method
Amortization method
Equivalent Single amortization period(l)
Asset valuation method
Actuarial assumptions:
Investment rate of return
Projected salary increases(2)
Includes inflation at
Cost-of-living adjustments
July 1, 2010
Entry Age Normal
Level Percentage of Pay, Open
30 years
5-year Smoothed Method
7.75%
5.85%
3.00%
3.00%
(1) Used for GASB Statement 27 reporting purposes.
(2) Includes individual salary growth of 4.00% plus an age-graded merit scale defined by general
and employment class.
Source: The Florida Retirement System, Pension Plan & Other State-Administered Systems, Annual
Report: July 1, 2009 - June 30, 2010.
{25694/003/00571275.DOCv4}
38
The chart below shows the ARC by the County to the FRS and the percentage of such
contribution to the ARC for the past six fiscal years:
Schedule of County Contributions
to the Florida Retirement System
Year Ended
September 30
2005
2006
2007
2008
2009
2010
Annual Required
Contribution
$18,365,754
22,094,100
28,307,047
28,209,276
28,052,665
30,811,862
Percentage
Contributed
100%
100
100
100
100
100
Source: Collier County, Florida Comprehensive Annual Financial Reports for the Fiscal Years ended
September 30,2007 through and including 2010.
Litigation Relating to SB 2100
Although no further action is required on the part of the Florida Legislature to implement the
amendments in SB 2100, on June 20, 2011, the Florida Education Association and the Police Benevolent
Association, joined by the Florida Public Services Union, a chapter of the Service Employees International
Union and Teamsters Local 385, filed a lawsuit in Circuit Court in Tallahassee, Florida attempting to
block SB 2100. The lawsuit alleges that the Florida Legislature infringed on the contractual rights of
public employees by asking them to contribute three percent (3%) of their salaries to their pension plans.
Additionally, Teamsters Local 79 has also filed a lawsuit alleging that the contribution requirement for
employees is unconstitutional, impairing the collective bargaining agreement between the Citrus County
School Board and themselves. At this time, it is uncertain what the outcome of these lawsuits will be and
what effect they will have on SB 2100 amendments, if any.
County OPEB
General
In accordance with Section 112.0801, Florida Statutes, the County provides post retirement health
care to all employees who retire from the employ of the County. This is administered via a single-
employer defined benefit healthcare plan (the "County Plan"). In most cases, the retiree pays 100% of the
premium cost for the retiree to participate in the County's insurance program. As a rule, the cost of
health care increases with age. Thus age-adjusted healthcare premiums for active employees can
normally be expected to be less than age-adjusted premiums for retirees. When a single premium is
established for both active employees and retirees, the retiree benefits from a lower premium.
Governmental Accounting Standards Board ("GASB") Statement No. 45 describes such an arrangement as
an implicit rate subsidy and mandates that any retiree savings be treated as Other Post Employment
Benefits ("OPEB") even though the employer makes no payments directly on behalf of retirees. The
County Plan provides healthcare benefits including medical coverage, prescription drug benefits, vision
care, dental care and life insurance coverage to both active and eligible retired employees. Eligibility for
participation in the County Plan is limited to full time employees of the County, employees who are
{25694/003/00571275.DOCv4}
39
active participants in the County Plan at the time of retirement, who retire and are either vested with the
Florida Retirement System ("FRS"), are vested in the FRS and are age 62, have 30 years of creditable
service before age 62, or meet altemative criteria if disabled or a member of a Special Risk Class.
Surviving spouses or dependents of participating retirees may continue in the County Plan if eligibility
criteria specific to those classes are met. In an open session, the County approves the County Plan rates
for the enrollment period, and may amend the County Plan with changes to the benefits, premiums
and/or levels of participant contribution at any time. In addition, the Board offers an OPEB option that
subsidizes the cost of health care for its retirees who have at least 60% of eligible accrued sick leave
remaining at the time of retirement and have completed 15 years of continuous service with the Board. In
addition, the retiree must retire from the County, be at least 55 years of age or have completed 30 years of
service under the FRS and be eligible to receive an FRS benefit with no break in time. Such employees are
eligible to receive a 50% to 100% subsidy toward the cost of coverage under the active County Plan. The
Tax Collector offers an OPEB plan that subsidizes 100% the cost of health care for employees with 10
years of service, between the ages of 54 and 64 and who exchange 800 hours of sick leave at retirement.
However, such plan does not issue a separate financial report.
In 2010, Board employees meeting certain eligibility requirements were offered access to a
Voluntary Separation Incentive Program ("VSIP"). The requirements for eligibility were that the
employee had to be eligible to retire without penalty under FRS. Eligible employees had three options
under VSIP:
Option 1: Medical and dental coverage for a period of three years, with employee
enrollment in the plans as of the date the election is made. If the employee has waived coverage,
the employee will be enrolled in the $500 deductible medical plan and basic dental plan at the
single coverage level. The Board will cover costs including both the employer and employee
portions of the medical and dental premiums during the coverage period.
Option 2: Employee receives a cash incentive in lieu of three years of medical and dental
benefits. The employee will receive a cash payment equivalent to 50% of the average value of
three years' medical and dental plan premiums, less applicable payroll taxes.
Option 3: Employee receives medical and dental benefits until they reach age 65 with a
cash incentive for remaining months under the plan. The employee is enrolled in the plans as of
the date the election is made. If the employee has waived coverage, the employee will be
enrolled in the $500 deductible medical plan and basic dental plan at the single coverage level.
The Board will cover costs including both the employer and employee portions of the medical
and dental premiums during the coverage period. As of the first of the month following the
date when an employee reaches age 65, the employee will be entitled to receive a one-time cash
payment equivalent to 50% of the average monthly value of the medical and dental plan
premiums, less applicable payroll taxes, for the remaining months in which the employee is
eligible to participate under the plan.
At September 30, 2010, the date of the latest actuarial valuation, County Plan participation
consisted of:
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40
Primary Government
Active County Plan Participants
Retirees and Beneficiaries Receiving Benefits
Total Membership
2,261
---1.W
2,379
Funding Policy
The County has not authorized a Qualifying Trust or Agency Fund for its OPEB liability. The
County does, however, have the authority to establish and amend a funding policy. For the fiscal year
ended September 30,2010, the County contributed $719,310 to the County Plan.
Annual OPEB Cost, Net OPEB Obligation and Accrued Actuarial Liability Amount
The County's annual cost (expense) for OPEB is calculated based on the Annual Required
Contribution ("ARC") an amount actuarially determined in accordance with GASB Statement No. 45. The
ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost
each year and amortize any unfunded actuarial liability over a period not to exceed 30 years. As of the
September 30, 2010 actuarial valuation date, the County's net OPEB obligation was $290,738 and its
unfunded accrued actuarial liability ("UAAL") was $5.8 million, all of which was unfunded. The covered
payroll (annual payroll of active employees covered by the County Plan) was $159.3 million, and the ratio
of the unfunded actuarial accrued liability to covered payroll was 3.7%.
Sheriff's OPEB
General
The Sheriff offers an OPEB plan that subsidizes the cost of health care for its retirees who have six
years of creditable service with the Sheriff and who receive a monthly retirement benefit from the FRS
(the "Sheriff Plan"). The Sheriff subsidizes approximately 20% for single coverage and 21% for family
coverage for qualifying individuals. Additionally, in accordance with Section 112.0801, Florida Statutes,
Sheriff's employees who retire and immediately begin receiving benefits from the FRS have the option of
paying premiums to continue in the Sheriff's health insurance plan at the same group rate as for active
employees. The Sheriff Plan does not issue a publicly available financial report.
In 2010, employees meeting certain eligibility requirements were offered an Early Voluntary
Separation Program. Eligibility requirements were that the employee had to be eligible to retire without
penalty under FRS or have 20 years of service with the Sheriff's Office, have a specified base salary and
meet the requirements for retirement in good standing. In addition, employees who met the eligibility
requirements prior to May 17,2010 and retire no later than September 30, 2010. Eligible employees had
the following options:
Option 1: Medical coverage for a period of three years at no more than the current
coverage level. If the employee had waived coverage, he/she would be eligible for single
coverage.
Option 2: A combination of insurance coverage and a cash payment.
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41
Employee could then supplement with the conversion of 100% of accumulated sick leave to
additional coverage beyond the three year period.
At September 30, 2010, the date of the latest actuarial valuation, Sheriff Plan participation
consisted of:
Sheriff
Sheriff Plan Participants
Retirees Receiving Benefits
Total Membership
1,188
99
1,287
Funding Policy
The Sheriff has the authority to establish and amend funding policy. For the year ended
September 30, 2010, the Sheriff contributed $985,790 to the Sheriff Plan. No trust or agency fund has been
established for the Sheriff Plan.
Annual OPEB Cost and OPEB Obligation
The annual cost of the Sheriff Plan is calculated based on the ARC, an amount actuarially
determined in accordance with the parameters of GASB Statement No. 45. The ARC represents a level of
funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize
any unfunded actuarial liability over a period not to exceed 30 years.
The contributions made for the 2010 fiscal year were 91 % of the annual OPEB cost. Information
for the two preceding fiscal years is not available as GASB Statement No. 45 was implemented this fiscal
year. As of September 30, 2009 actuarial valuation date, the Sheriff Plan was 0% funded, the actuarial
accrued liability for benefits was $14,171,709, and the actuarial value of assets was $0, resulting in an
VAAL of $14,171,709. As of the September 30, 2010 actuarial valuation date, the Sheriff Plan was 0.0%
funded, the actuarial accrued liability benefits was $12,148,033, and the actuarial value of assets was $0,
resulting in a VAAL of $12,148,033. The covered payroll (annual payroll of active employees covered by
the Sheriff Plan) was $117.9 million, and the ratio of the VAAL to the covered payroll was 10.3%.
FLORIDA CONSTITUTIONAL LIMITATIONS AND PROPERTY TAX REFORM
During recent years, various legislative proposals and constitutional amendments relating to ad
valorem taxation and revenue limitation have been introduced in the State. Many of these proposals
sought to provide for new or increased exemptions to ad valorem taxation, limit the amount of revenues
that local governments could generate or otherwise restrict the ability of local governments in the State to
levy ad valorem taxes at recent, historical levels. There can be no assurance that similar or additional
legislative or other proposals will not be introduced or enacted in the future that would, or might apply
to, or have a material adverse effect upon the County or either of its finances.
Several Constitutional and Legislative amendments affecting ad valorem taxes have been
approved by voters in the past including the following:
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Save Our Homes Amendment. By voter referendum held on November 3, 1992, Article VII,
Section 4 of the State Constitution was amended by adding thereto a subsection which, in effect, limits the
increases in assessed just value of homestead property to the lesser of (1) three percent of the assessment
for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S.
City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported
by the United States Department of Labor, Bureau of Labor Statistics. Further, the amendment provides
that (1) no assessment shall exceed just value, (2) after any change of ownership of homestead property or
upon termination of homestead status such property shall be reassessed at just value as of January 1 of
the year following the year of sale or change of status, (3) new homestead property shall be assessed at
just value as of January 1 of the year following the establishment of the homestead, and (4) changes,
additions, reductions or improvements to homestead shall initially be assessed as provided for by general
law, and thereafter as provided in the amendment. This amendment is known as the "Save Our Homes"
amendment. The effective date of the amendment was January 5, 1993 and, pursuant to a ruling by the
Supreme Court of the State, it began to affect homestead property valuations commencing January I,
1995, with 1994 assessed values being the base year for determining compliance.
Limitations on State Revenue Amendment. In the 1994 general election, State voters approved an
amendment to the State Constitution which is commonly referred to as the "Limitation On State Revenues
Amendment." This amendment provides that state revenues collected for any fiscal year shall be limited
to state revenues allowed under the amendment for the prior fiscal year plus an adjustment for growth.
Growth is defined as an amount equal to the average annual rate of growth in State personal income over
the most recent twenty quarters times the state revenues allowed under the amendment for the prior
fiscal year. State revenues collected for any fiscal year in excess of this limitation are required to be
transferred to a budget stabilization fund until the fund reaches the maximum balance specified in the
amendment to the State Constitution, and thereafter is required to be refunded to taxpayers as provided
by general law. The limitation on state revenues imposed by the amendment may be increased by the
State Legislature, by a two-thirds vote in each house.
The term "state revenues," as used in the amendment, means taxes, fees, licenses, and charges for
services imposed by the State Legislature on individuals, businesses, or agencies outside state
government. However, the term "state revenues" does not include: (1) revenues that are necessary to
meet the requirements set forth in documents authorizing the issuance of bonds by the State; (2) revenues
that are used to provide matching funds for the federal Medicaid program with the exception of the
revenues used to support the Public Medical Assistance Trust Fund or its successor program and with the
exception of State matching funds used to fund elective expansions made after July I, 1994; (3) proceeds
from the State lottery returned as prizes; (4) receipts of the Florida Hurricane Catastrophe Fund; (5)
balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed
by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges
for services required to be imposed by any amendment or revision to the State Constitution after July I,
1994. This amendment took effect on January I, 1995, and was first applicable to the State's fiscal year
1995-1996.
In its 2011 Regular Session, the State Legislature enacted SJR 958. SJR 958 amends Article VII,
Section 1 of the State Constitution (which is the Limitation on State Revenues Amendment) and creates
Article VII, Section 19 and Article XII, Section 32 of the State Constitution. SJR 958 (1) replaces the
existing state revenue limitation based on State personal income growth (as described above) with a new
state revenue limitation based on changes in population and inflation; (2) requires excess revenues to be
deposited into the Budget Stabilization Fund to support public education or returned to taxpayers; (3)
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adds fines and revenues used to pay debt service on bonds issued after July 1, 2012 to the state revenues
subject to the limitation; (4) authorizes the State Legislature to increase the revenue limitation by a
supermajority vote; and (5) authorizes the State Legislature to place a proposed increase before the voters,
which would require approval of 60% of the voters. SJR 958 will be on the ballot in the 2012 general
election or at an earlier election authorized by law. If approved by 60% of the voters, the new state
revenue limitation will be phased in starting in State fiscal year 2014-1015. Overtime the new state
revenue limitation is more likely to constrain state revenues than the current state revenue limitation;
however, the potential impact on the County or its finances cannot be ascertained at this time.
Millage Rollback Legislation. In recent years, the State Legislature initiated a substantial review
and reform of the State's property tax structure. During a special legislative session that ended on
June 14, 2007, the State Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which
may significantly impact ad valorem tax collections for State local governments. One component of the
adopted legislation required counties, cities and special districts to rollback their millage rates for the
2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the same
level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the
relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled
back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to
nine percent (0% to 9%). In addition, the legislation limits how much the aggregate amount of ad
valorem tax revenues may increase in future fiscal years. A local government may override certain
portions of these requirements by a supermajority, and for certain requirements, a unanimous vote.
The County fell into the 9% ad valorem tax revenue reduction category. As a result, the County's
General Fund millage rate was reduced from $3.5790 per $1,000 in fiscal year 2006-07 to $3.1469 per
$1,000 in fiscal year 2007-08. The County's general millage rate remained the same for the fiscal year
2008-09. While the constitutional amendments which passed on January 29, 2008 did not impact the
County's fiscal year 2007-08 budget, they did have an impact on the approach the County took to
formulate the budget for fiscal year 2008-09 and beyond. On September 23, 2010, the Board adopted a
General Fund millage rate of $3.5645 per $1,000 for fiscal year 2010-11 which is equal to the millage rate
which was adopted by the Board for the previous two fiscal years.
Constitutional Amendments Related to Ad Valorem Exemptions. On January 29, 2008, in a
special election held in conjunction with the State's presidential primary, the requisite number of voters
approved amendments to the State Constitution exempting certain portions of a property's assessed
value from taxation. The following is a brief summary of certain important provisions contained in such
amendments:
1. Provides for an additional exemption for the assessed value of homestead property
between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an
assessed value equal to or greater than $75,000.
2. Permits owners of homestead property to transfer their "Save Our Homes" benefit (up to
$500,000) to a new homestead property purchased within two years of the sale of their previous
homestead property to which such benefit applied if the just value of the new homestead is greater than
or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the
just value of the prior homestead, then owners of homestead property may transfer a proportional
amount of their "Save Our Homes" benefit, such proportional amount equaling the just value of the new
homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior
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homestead. As discussed above, the Save Our Homes amendment generally limits annual increases in ad
valorem tax assessments for those properties with homestead exemptions to the lesser of three percent
(3%) or the annual rate of inflation.
3. Exempts from ad valorem taxation $25/000 of the assessed value of property subject to
tangible personal property tax.
4. Limits increases in the assessed value of non-homestead property to 10% per year,
subject to certain adjustments. The cap on increases would be in effect for a 10 year period, subject to
extension by an affirmative vote of electors.
The amendments were effective for the 2008 tax year (fiscal year 2008-2009 for local
governments). At this timet it is impossible to estimate with any certainty the level of impact that the
constitutional amendments will have on the County, but the impact could be substantial.
Over the last few years, the Save Our Homes assessment cap and portability provisions described
above have been subject to legal challenge. The plaintiffs in such cases have argued that the Save Our
Homes assessment cap constitutes an unlawful residency requirement for tax benefits on substantially
similar property in violation of the equal protection provisions of the State Constitution and the
Privileges and Immunities Clause of the Fourteenth Amendment to the United States Constitution. The
plaintiffs also argued that the portability provision simply extends the unconstitutionality of the tax
shelters granted to long-term homeowners by Save Our Homes. The courts in each case have rejected
such constitutional arguments and upheld the constitutionality of such provisions; however, there is not
assurance that any future challenges to such provisions will not be successful. Any potential impact on
the County or its finances as a result of such challenges cannot be ascertained at this time.
In addition to the legislative activity described above, the constitutionally mandated Florida
Taxation and Budget Reform Commission (required to be convened every 20 years) (the "TBRC")
completed its meetings on April 25/ 2008 and placed several constitutional amendments on the November
4/ 2008 General Election ballot. Three of such amendments were approved by the voters of Florida,
which, among other things, do the following: (a) allow the State Legislature, by general law, to exempt
from assessed value of residential homes, improvements made to protect property from wind damage
and installation of a new renewable energy source device; (b) assess specified working waterfront
properties based on current use rather than highest and best use; (c) provide property tax exemption for
real property that is perpetually used for conservation (began in 2010); and, for land not perpetually
encumbered, require the State Legislature to provide classification and assessment of land use for
conservation purposes solely on the basis of character or use.
Recently Approved Constitutional Amendments Relating to Ad Valorem Taxation. Additionally,
during its 2009 session, the State Legislature passed House Bill 833/ which provides an additional
homestead exemption for deployed military personnel. The exemption equals the percentage of days
during the prior calendar year that the military homeowner was deployed outside of the United States in
support of military operations designated by the Legislature. The measure was approved by the voters at
the November 2010 General election and took effect January 1/ 2011. At this timet it is impossible to
estimate with any certainty the level of impact that the constitutional amendment will have on the
County.
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Other Proposals Affecting Ad Valorem Taxation. The State Legislature convened for its 2011
Regular Session on March 8, 2011. During this Regular Session, the State Legislature passed House Joint
Resolution 381 ("HJR 381"). Among other things, HJR 381 (1) authorizes the State Legislature to prohibit
by general law the increase of assessed value for property whose fair market value declined over the
prior year; (2) reduces the limitation on annual increases of non-homestead property from 10% to 5% (the
5% cap sunsets in 2023); and (3) provides an additional homestead exemption of 50% (is reduced to 0% in
five years) of just value of the property for first-time homeowners. The additional homestead exemption
for first-time homeowners does not apply to school property taxes. Such proposal requires approval by
60% of the voters. At present, it is uncertain if this proposal will be approved by the voters. If approved,
the impact of this proposal on the County's finances cannot be accurately ascertained.
There can be no assurance that similar or additional legislative or other proposals will not be
introduced or enacted in the future that would, or might apply to, or have a material adverse effect upon,
the County or its finances.
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46
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 2011 Bonds, together with other legally
available monies of the County, are expected to be applied as follows:
SOURCES OF FUNDS:
Par Amount of Series 2011 Bonds .....................................................................
Plus/Minus: Net Original Issue Premium/Discount......................................
Plus: Other Legally Available Monies.............................................................
$
TOTAL SOURCES...............................................................................................
$
USES OF FUNDS:
Deposit to Escrow Deposit Fund(l)....................................................................
Costs of Issuance(2) ..............................................................................................
$
TOTAL USES .......................................................................................................
$
(1) To be applied to refund the Refunded Bonds. See "PLAN OF REFUNDING" herein.
(2) Includes underwriter's discount and legal, financial advisory and other fees and expenses.
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DEBT SERVICE SCHEDULE
The following table sets forth the annual debt service schedule for the Series 2011 Bonds.
Year Ending
October 1
$
Total
Debt Service
$
Principal
$
Interest
TOTAL
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INVESTMENT POLICY
The moneys held in the funds and accounts under the Resolution may only be invested in
Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently
governed by the provisions of the County's Investment Policy, established by the Board under Section
218, Florida Statutes. The policy authorizes investment of surplus public funds in the permitted
investments described in Section 218.415, Florida Statutes.
Pursuant to a Board resolution, the Clerk of the Circuit Court (the "Clerk") administers to the
investment policy for investment of such surplus funds. The investment policy establishes guidelines as
to the type, maturity, composition and risk relating to the County's investment portfolio.
Permitted investments pursuant to such investment policy include the following:
1. Florida Local Government Surplus Trust Fund (State Board of Administration ("SBA''));
2. US Government Securities - Direct Obligations;
3. US Federal Agencies - Backed by Full Faith and Credit of US Government;
4. US Federal Instrumentalities - US Federal Agency Securities Not Backed by Full Faith
and Credit of US Government, except for Student Loan Marketing Association;
5. Certificates of Deposit - Collateralized with US Government Securities or Federal
Agencies;
6. Repurchase Agreements;
7. Fixed Income Mutual Funds - Collateralized with US Government Securities or Federal
Agencies;
8. Domestic Bankers Acceptances - Rated "AA" or higher, and inventory based;
9. Prime Commercial Paper - Rated "A-I" and "P-1;"
10. Tax-Exempt Obligations - Rated "AA" or higher and issued by state or local governments;
11. Now Account - Fully collateralized in accordance with Chapter 280, Florida Statutes
(limited to Depository Bank/Concentration Bank);
12. Variable Rate Securities only if the rate is a straight floating rate that is set in a direct, as
opposed to inverse, relationship to a single index; and
13. Mortgage Securities (CMOs) only if they are:
a. Issued by US Federal Agencies or US Federal Instrumentalities,
b. Pass the Federal Financial Investment Examination Council (FFIEC) test at time
of purchase, and
c. Have an average life of seven (7) years or less and have an absolute final
maturity of no more than fifteen (15) years at zero PSA. The term "zero PSA"
means that all interest and principal payments are guaranteed to be made by the
stated final maturity assuming no prepayments.
Specifically prohibited investments include the following:
1. Interest only strips of mortgaged backed securities;
2. Leveraged bonds;
3. Structured notes or financings other than mortgage securities that meet the provisions of
the investment policy (permit callable and step up coupons);
4. Variable rate securities that set a rate based on an inverse relationship to an index; and
5. Variable rate debt that sets a rate based on more than a single index.
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49
The objective of the investment policy is to match investment cash flow and maturity with known
cash needs and anticipated cash flow requirements (i.e., match assets to liabilities) to the extent possible.
Investment of funds shall have final maturities of not more than five (5) years, except for:
1. SBA - no stated final maturity;
2. Certificates of Deposit - 1 Year;
3. Repurchase Agreements - 90 Days;
4. Bankers Acceptances - 180 Days;
5. Prime Commercial Paper - 180 Days;
6. Fixed Income Mutual Funds - no stated final maturity. However, underlying US
Government Securities and Federal Agencies have average maturity of 1 year;
7. Mortgage Securities - average life of 7 years or less and have an absolute final maturity of
no more than 15 years at zero PSA; and
8. US Government Securities and Federal Agencies deposited into an escrow account in
connection with the refunding of a County bond issue can have a final maturity of more
than 5 years.
Mortgage securities shall not be used to match liabilities that are reasonably definable as to
amount and disbursement date. Mortgage securities can only be used to invest funds associated with
reserves or liabilities that are not associated with a specifically identified cash flow schedule. Mortgage
securities can be used to prudently enhance the return on the portfolio.
Any and all exceptions to the investment policy require a vote of the majority of Board.
Furthermore, the Board may revise the aforementioned investment policy from time to time.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Series 2011 Bonds are subject to an
approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose
approving opinion (a form of which is attached hereto as "APPENDIX D - Form of Opinion of Bond
Counsel") will be available at the time of delivery of the Series 2011 Bonds. The actual legal opinion to be
delivered by Bond Counsel may vary from that text if necessary to reflect facts and law on the date of
delivery. Such opinion will speak only as of its date, and subsequent distribution of it by recirculation of
this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or
expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date.
Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy,
completeness or sufficiency of this Official Statement or any other offering material relating to the Series
2011 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriter of the
Series 2011 Bonds (upon which opinion only the Underwriter may rely) relating to the fairness of the
presentation of certain statements contained herein under the heading "TAX EXEMPTION" and certain
statements which summarize provisions of the Resolution, the Series 2011 Bonds, and federal tax law,
and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series
2011 Bonds.
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50
Certain legal matters will be passed upon by Jeffrey A. Klatzkow, Esq., County Attorney, and by
Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel to the County.
LITIGATION
[Except as described below, there is no pending or, to the knowledge of the County, any
threatened litigation against the County of any nature whatsoever which in any way questions or
affects the validity of the Series 2011 Bonds, or any proceedings or transactions relating to their
issuance, sale, execution, or delivery, or the adoption of the Resolution, or the covenant to budget and
appropriate Non-Ad Valorem Revenues in the manner and to the extent described herein and in the
Resolution. Neither the creation, organization or existence, nor the title of the present members of the
Board, or other officers of the County is being contested.
The Board has been named as a defendant in three related lawsuits, styled Francis Hussey, et
al v. Collier County, Case No. 08-6933-CA; Board of County Commissioners v. Francis D Hussey, et al.,
Case No. 08-6988-CA consolidated with 08-6933-CA; and Sean Hussey, et al.. v. Collier County, et al.,
Case No. 08-7025-CA. On September 11, 2008, the Plaintiffs' Francis D. Hussey, Jr. and Mary P.
Hussey, husband and wife, and Winchester Lakes Corporation, a Florida corporation, filed an Inverse
Condemnation suit seeking monetary damages from Collier County, the Honorable Charlie Crist, the
Governor of the State of Florida and the Florida Department of Community Affairs. The Husseys
contend that the designation of certain real property owned by them by a Growth Management Plan
Amendment adopted in 2002 had the effect of precluding mining activities on property, thereby
resulting in a substantial diminution in value of the real estate, which the Plaintiffs contend to be
compensable under Florida law. The Complaint alleges damage claims, as of June, 2002, in the amount
of $67,300,000, and as of July, 2007, in the amount of $91,500,000. The Plaintiffs have also presented a
claim for "inverse condemnation based on a regulatory taking of Plaintiffs' property," in an amount
not specified in the Complaint. The Wildlife Federation and Collier County Audubon Society was
granted leave to intervene in the suit by the Court on April 29, 2009. On July 9, 2009, the Florida
Wildlife Federation and Collier County Audubon Society served upon Defendants Francis and Mary
Hussey a Notice of Intent to Sue over Violations of the Endangered Species Act of 1973 (16 V.S.C. 1531
et ~ Land Clearing of Primary Panther Habitat, RCW Foraging Habitat, and Wood Stork Foraging
Habitat. The cases are in the discovery stage. The County believes that this litigation will be
concluded with no risk of liability. Regardless, whether or not the plaintiffs are successful, any
potential liability is not expected to affect the County's ability to pay the principal and interest on the
Series 2011 Bonds.
The County experience other claims, litigation, and various legal proceedings which
individually are not expected to have a material adverse effect on the operations or financial condition
of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County
Attorney, however, except as noted above with respect to the County, the County will either
successfully defend such actions or otherwise resolve such matters without any material adverse
consequences on the financial condition of the County.]
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DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly
offer or sell securities of the County except by an offering circular containing full and fair disclosure of all
defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the
Office of Financial Regulation within the Florida Financial Services Commission (the "FFSC"). Pursuant
to administrative rulemaking, the FFSC has required the disclosure of the amounts and types of defaults,
any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over
the assets of the County, and certain additional financial information, unless the County believes in good
faith that such information would not be considered material by a reasonable investor. The County is not
and has not been in default on any bond issued since December 31, 1975 that would be considered
material by a reasonable investor in the Series 2011 Bonds.
The County has not undertaken an independent review or investigation of securities for which it
has served as conduit issuer. The County does not believe that any information about any default on
such securities is appropriate and would be considered material by a reasonable investor in the Series
2011 Bonds because the County would not have been obligated to pay the debt service on any such
securities except from payments made to it by the private companies on whose behalf such securities
were issued and no funds of the County would have been pledged or used to pay such securities or the
interest thereon.
TAX EXEMPTION
Opinion of Bond Counsel
In the opinion of Bond Counsel, the form of which is included as "APPENDIX D -- Form of Bond
Counsel Opinion" attached hereto, the interest on the Series 2011 Bonds is excludable from gross income
and is not a specific item of tax preference for federal income tax purposes under existing statutes,
regulations, rulings and court decisions. However, interest on the Series 2011 Bonds is taken into account
in determining adjusted current earnings for the purpose of computing the federal alternative minimum
tax imposed on corporations pursuant to the Internal Revenue Code of 1986, as amended (the "Code").
Failure by the County to comply subsequently to the issuance of the Series 2011 Bonds with certain
requirements of the Code, regarding the use, expenditure and investment of Series 2011 Bonds proceeds
and the timely payment of certain investment earnings to the Treasury of the United States, may cause
interest on the Series 2011 Bonds to become includable in gross income for federal income tax purposes
retroactive to their date of issuance. The County has covenanted in the Resolution to comply with all
provisions of the Code necessary to, among other things, maintain the exclusion from gross income of
interest on the Series 2011 Bonds for purposes of federal income taxation. In rendering its opinion, Bond
Counsel has assumed continuing compliance with such covenants.
Internal Revenue Code of 1986
The Code contains a number of provisions that apply to the Series 2011 Bonds, including, among
other things, restrictions relating to the use or investment of the proceeds of the Series 2011 Bonds and the
payment of certain arbitrage earnings in excess of the "yield" on the Series 2011 Bonds to the Treasury of
the United States. Noncompliance with such provisions may result in interest on the Series 2011 Bonds
being included in gross income for federal income tax purposes retroactive to their date of issuance.
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Collateral Tax Consequences
Except as described above, Bond Counsel will express no opinion regarding the federal income
tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the
Series 2011 Bonds. Prospective purchasers of Series 2011 Bonds should be aware that the ownership of
Series 2011 Bonds may result in other collateral federal tax consequences. For example, ownership of the
Series 2011 Bonds may result in collateral tax consequences to various types of corporations relating to (1)
denial of interest deduction to purchase or carry such Series 2011 Bonds, (2) the branch profits tax, and (3)
the inclusion of interest on the Series 2011 Bonds in passive income for certain Subchapter S corporations.
In addition, the interest on the Series 2011 Bonds may be included in gross income by recipients of certain
Social Security and Railroad Retirement benefits.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2011 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING,
BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE SERIES 2011
BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN
THAT REGARD.
Other Tax Matters
Interest on the Series 2011 Bonds may be subject to state or local income taxation under
applicable state or local laws in other jurisdictions. Purchasers of the Series 2011 Bonds should consult
their own tax advisors as to the income tax status of interest on the Series 2011 Bonds in their particular
state or local jurisdictions.
During recent years, legislative proposals have been introduced in Congress, and in some cases
enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are
similar to the Series 2011 Bonds. In some cases, these proposals have contained provisions that altered
these consequences on a retroactive basis. Such alterations of federal tax consequences may have affected
the market value of obligations similar to the Series 2011 Bonds. From time to time, legislative proposals
are pending which could have an effect on both the federal tax consequences resulting from ownership of
the Series 2011 Bonds and their market value. No assurance can be given that additional legislative
proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon,
the Series 2011 Bonds. For example, a bill entitled "The American Jobs Act of 2011" was recently
introduced in the United States Senate which bill includes a provision that would subject a portion of the
interest on tax-exempt bonds (including the Series 2011 Bonds) held by taxpayers with incomes above
certain thresholds to taxation for taxable years beginning after 2012. There can be no assurance that this
legislation will be enacted and, if enacted, whether it will be enacted in the form introduced or in a
modified form. If enacted into law, such legislation could affect the market price or marketability of the
Series 2011 Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount of the
Series 2011 Bonds maturing on October 1 in the years _ through and including _ (the "Discount
Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or
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53
organizations acting in the capacity of Underwriters or wholesalers) at which price a substantial amount
of such Discount Bonds of the same maturity was sold constitutes original issue discount which is
excludable from gross income for federal income tax purposes to the same extent as interest on the Series
2011 Bonds. Further, such original issue discount accrues actuarially on a constant interest rate basis over
the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price
by an initial purchaser thereof will be increased by the amount of such accrued original issue discount.
The accrual of original issue discount may be taken into account as an increase in the amount of tax-
exempt income for purposes of determining various other tax consequences of owning the Discount
Bonds, even though there will not be a corresponding cash payment. Owners of the Discount Bonds are
advised that they should consult with their own advisors with respect to the state and local tax
consequences of owning such Discount Bonds.
Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2011 Bonds maturing on October 1 in
the years _ through and including _ (collectively, the" Premium Bonds") and the initial offering
price to the public (excluding bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of
the same maturity was sold constitutes to an initial purchaser amortizable bond premium which is not
deductible from gross income for Federal income tax purposes. The amount of amortizable bond
premium for a taxable year is determined actuarially on a constant interest rate basis over the term of
each Premium Bond. For purposes of determining gain or loss on the sale or other disposition of a
Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at
the initial offering price is required to decrease such purchaser's adjusted basis in such Premium Bond
annually by the amount of amortizable bond premium for the taxable year. The amortization of bond
premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of
determining various other tax consequences of owning such Premium Bonds. Owners of the Premium
Bonds are advised that they should consult with their own advisors with respect to the state and local tax
consequences of owning such Premium Bonds.
VERIFICATION OF ARITHMETICAL COMPUTATIONS
At the time of the delivery of the Series 2011 Bonds, the Verification Agent will deliver a report
on the mathematical accuracy of the computations contained in schedules provided to them and
prepared by Public Financial Management, Inc. on behalf of the County relating to (a) the sufficiency of
the anticipated cash and maturing principal amounts and interest in Obligations of the United States of
America to pay, when due, the principal, whether at maturity or upon prior redemption, interest and call
premium requirements, if any, of the Refunded Bonds and (b) the "yield" on the Series 2011 Bonds and on
the Obligations of the United States of America considered by Bond Counsel in connection with their
opinion that the Series 2011 Bonds are not "arbitrage bonds" within the meaning of Section 148 of the
Code, as amended.
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RATINGS
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Services ("S&P") and Fitch
Ratings ("Fitch") have assigned ratings of "___/ "_" and "----," respectively, to the Series 2011 Bonds.
The ratings reflect only the views of said rating agencies and an explanation of the ratings may be
obtained only from said rating agencies.
Generally, a rating agency bases its rating on information and materials and on investigations,
studies and assumptions furnished to and obtained and made by the rating agency. The rating reflects
only the view of said rating agency and an explanation of the rating may be obtained only from said
rating agency. There can be no assurance that such rating will continue for any given period of time or
will not be revised downward or withdrawn entirely by such rating agency, if in its judgment
circumstances so warrant. Any such downward revision or withdrawal of the ratings of the Series 2011
Bonds may have an adverse effect on the market price of the Series 2011 Bonds. The County undertakes
no responsibility to oppose any such revision or withdrawal. An explanation of the significance of the
ratings can be received from the following: Moody's Investors Service, 7 World Trade Center, 250
Greenwich Street, 23rd Floor, New York, New York 10007, Standard & Poor's, 55 Water Street, 38th Floor,
New York, New York 10041 and Fitch Ratings, One State Street Plaza, New York, New York 10004.
FINANCIAL ADVISOR
The County has retained Public Financial Management, Inc., Coral Gables, Florida, as Financial
Advisor in connection with the County's financing plans and with respect to the authorization and
issuance of the Series 2011 Bonds. The Financial Advisor is not obligated to undertake and has not
undertaken to make an independent verification or to assume responsibility for the accuracy,
completeness, or fairness of the information contained in the Official Statement. The Financial Advisor
did not participate in the underwriting of the Series 2011 Bonds. The Financial Advisor may receive a fee
for bidding investments for certain proceeds of the Series 2011 Bonds.
AUDITED FINANCIAL STATEMENTS
The general purpose financial statements of the County as of September 30, 2010 and for the year
then ended, attached hereto as "APPENDIX C -- Audited Financial Statements for the Fiscal Year ended
September 30, 2010," have been audited by Ernst and Young, independent auditors, as stated in their
report appearing therein. Such statements speak only as of September 30, 2010. The consent of the
County's auditor to include in this Official Statement the aforementioned report was not requested, and
the general purpose financial statements of the County are provided only as publicly available
documents.
The Series 2011 Bonds are payable solely from Non-Ad Valorem Revenues in the manner and to
the extent as described in the Resolution and herein and are not otherwise secured by, or payable from,
the general revenues of the County. See "SECURITY FOR THE SERIES 2011 BONDS" herein. The general
purpose financial statements are presented for general information purposes only.
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ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2011 Bonds upon an event of default under the
Resolution are in many respects dependent upon judicial actions which are often subject to discretion and
delay. Under existing constitutional and statutory law and judicial decisions, including specifically the
federal bankruptcy code, the remedies specified by the Resolution and the Series 2011 Bonds may not be
readily available or may be limited. The various legal opinions to be delivered concurrently with the
delivery of the Series 2011 Bonds, including Bond Counsel's approving opinion, will be qualified, as to
the enforceability of the remedies provided in the various legal instruments, by limitations imposed by
bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted
before of after such delivery. See "APPENDIX B - Form of the Resolution" attached hereto for a
description of events of default and remedies.
CONTINUING DISCLOSURE
The County has covenanted for the benefit of the Series 2011 Bondholders to provide certain
financial information and operating data relating to the County and the Series 2011 Bonds in each year,
and to provide notices of the occurrence of certain enumerated material events. The County has agreed
to file annual financial information and operating data and the audited financial statements with each
entity authorized and approved by the Securities and Exchange Commission (the "SEC') to act as a
repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under
the Securities Exchange Act of 1934 (the "Rule"). Effective July I, 2009, the sole Repository is the
Municipal Securities Rulemaking Board. The County has agreed to file notices of certain enumerated
material events, when and if they occur, with the Repository.
The specific nature of the financial information, operating data, and of the type of events which
trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E -
Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall
be executed by the County prior to the issuance of the Series 2011 Bonds. These covenants have been
made in order to assist the Underwriter in complying with the continuing disclosure requirements of the
Rule.
With respect to the Series 2011 Bonds, no party other than the County is obligated to provide, nor
is expected to provide, any continuing disclosure information with respect to the Rule. In the past five
years, the County has never failed to comply with any prior agreements to provide continuing disclosure
information pursuant to the Rule.
UNDERWRITING
The Series 2011 Bonds are being purchased by (the
"Underwriter") at an aggregate purchase price of $ (which includes a net original issue
premium/discount of $ and an Underwriter's discount of $ ). The
Underwriter's obligations are subject to certain conditions precedent, and it will be obligated to purchase
all of the Series 2011 Bonds if any Series 2011 Bonds are purchased. The Series 2011 Bonds may be offered
and sold to certain dealers (including dealers depositing such Series 2011 Bonds into investment trusts) at
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prices lower than such public offering prices, and such public offering prices may be changed, from time
to time, by the Underwriter.
CONTINGENT FEES
The County has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with
respect to the authorization, sale, execution and delivery of the Series 2011 Bonds. Payment of the fees of
such professionals and an underwriting discount to the Underwriter are each contingent upon the
issuance of the Series 2011 Bonds.
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning
the County and certain reports and statistical data referred to herein do not purport to be complete,
comprehensive and definitive and each such summary and reference is qualified in its entirety by
reference to each such document for full and complete statements of all matters of fact relating to the
Series 2011 Bonds, the security for the payment of the Series 2011 Bonds and the rights and obligations of
the owners thereof and to each such statute, report or instrument. Copies of such documents may be
obtained from either the office of the Clerk of the Board of County Commissioners, Collier County
Government Complex, 3301 East Tamiami Trail, Building F, Naples, Florida 34112, telephone:
(239) 252-2745 or the County's Financial Advisor, Public Financial Management, Inc., 2121 Ponce De Leon
Boulevard, Suite 510, Coral Gables, Florida 33134, telephone (305) 448-6992.
The information contained in this Official Statement has been compiled from official and other
sources deemed to be reliable, and is believed to be correct as of the date of the Official Statement, but is
not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the
Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this
Official Statement in accordance with and as part of its responsibility to investors under the federal
securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not
guarantee the accuracy or completeness of such information. The information and expressions of opinion
stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made
hereunder shall create, under any circumstances, any implication that there has been no change in the
matters described herein since the date hereof.
Any statements made in this Official Statement involving matters of opinion or of estimates,
whether or not so expressly stated are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized. Neither this Official Statement nor any
statement that may have been made verbally or in writing is to be construed as a contract with the
owners of the Series 2011 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in
their entirety together with all foregoing statements.
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AUTHORIZATION OF OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized and approved by
the County. At the time of delivery of the Series 2011 Bonds, officials of the County will furnish a
certificate to the effect that nothing has come to their attention which would lead them to believe that the
Official Statement (other than information herein related to DTC, the book-entry only system of
registration and the information contained under the caption "TAX EXEMPTION" as to which no opinion
shall be expressed), as of its date and as of the date of delivery of the Series 2011 Bonds, contains an
untrue statement of a material fact or omits to state a material fact which should be included therein for
the purposes for which the Official Statement is intended to be used, or which is necessary to make the
statements contained therein, in the light of the circumstances under which they were made, not
misleading.
COLLIER COUNTY, FLORIDA
By:
Commissioner, Board of County Commissioners
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APPENDIX A
GENERAL INFORMATION REGARDING COLLIER COUNTY, FLORIDA
The following information concerning Collier County, Florida (the "County") has been supplied
by the County and is included only for purposes of supplying general information regarding the County.
The Series 2011 Bonds are secured by a covenant to budget and appropriate legally available non-ad
valorem revenues as described in the Official Statement.
General Infonnation
The County was established in 1923 by the legislature of the State of Florida (the "State") from
portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately
2,026 square miles. In terms of land area, it is the largest county in the State. The County is located on the
southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2010, the
County had an estimated population of 321,520. Principal industries within the County include
wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and
construction.
Board of County Commissioners
The Board of County Commissioners (the "Board") is the principal legislative and governing
body of the County. The Board consists of five County Commissioners; one from each of the five districts
elected for terms of four years. All of the County Commissioners are residents of the County. The
current members of the Board and their expiration of terms of office are:
Commissioner
Office
Term Expires
Fred W. Coyle
Jim Coletta
Donna Fiala
Georgia A. Hiller, Esq.
Tom Henning
Chairman
Vice Chairman
Commissioner
Commissioner
Commissioner
November, 2014
November, 2012
November, 2012
November, 2014
November, 2012
County Manager
The chief administrative official of the County is the County Manager. This official is directly
responsible to the Board for administration and operation of four administrative divisions under the
Board and for execution of all Board policies. The County Manager directs the administrative divisions
for Community Development and Environmental Services, Public Services, Public Utilities, and
Administrative Services and Transportation Services. The County Manager is also responsible to the
Board for the preparation of budgets and for the control of expenditures of departments under his
supervision throughout the budget year.
Budget Process
The County Manager's Director of Corporate Finance (the "Director") initiates the budget
planning process in January with budget policy discussions among key members of the fiscal and
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administrative leadership team. These discussions culminate in the presentation and adoption of budget
policy and guidance by the Board in February. County division heads and elected officers submit their
proposed expenditures beginning in April for compilation by the Director no later than July 1 of each
year and each submission is matched against available revenues. A balanced, proposed budget is
presented to the Board for review within 15 days of receipt of an assessed value certification from the
County's Property Appraiser which is due by July 1. A tentative budget is thereupon adopted within 15
days.
Subsequent to public hearings, a final budget is adopted. The final budget for the fiscal year
ended September 30, 2011 was adopted by the Board on January 14, 2011. Final millage rates are
adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or
after November 1. Upon valid adoption, all expenditures in the budget constitute appropriations, and
amendments to the budget can be made only in accordance with the provisions of Chapter 129, Florida
Statutes, and such chapter provides that expenditures in excess of total fund budgets are unlawful.
Annual Audit
Florida law requires that an annual post audit of each county's accounts and records be
completed within six months of the end of each fiscal year by a firm of independent certified public
accountants retained and paid for by the County. The County retained the firm of Ernst & Young LLP to
undertake the audit of its financial statements for the fiscal year ended September 30, 2010, which are
included as "APPENDIX C - Audited Financial Statements of Collier County for Fiscal Year Ended
September 30, 2010" attached to this Official Statement.
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Population
The County has experienced rapid population growth in recent decades. The following table
presents historical and projected population growth for the County, the State, and the United States for
the period of 1960 to 2020:
POPULA nON TRENDS
Population Population United Population
County Percentage State Percentage States Percentage
Population Increase Population Increase Population Increase
1960 15,753 4,951,560 179,323,175
1970 38,040 141.5% 6,791,418 37.1% 203,302,031 13.4%
1980 85,971 126.0 9,746,961 43.5 226,504,825 11.4
1990 152,099 76.9 12,938,071 32.7 250,410,000 10.6
2000 251,377 65.3 15,982,378 23.5 274,634,000 9.7
2010 321,520 27.9 18,801,310 17.6 308,745,538 12.4
2020* 406,500 26.4 21,246,900 13.0 324,927,000 5.3
*Estimates on County and State population use medium estimates of population growth.
Source: University of Florida, Bureau of Economic and Business Research, Population Program,
unpublished data, Florida Statistical Abstract 2010. Census data from u.s. Bureau of Census.
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Most of the growth of Collier County is due to migration. As of April 1, 2009, the estimated
median age of the County's population was 45.9 years according to the 2010 Florida Statistical Abstract,
University of Florida. The majority of the population is over the age of 18, with the age category 35-54
comprising 23.36% of the overall population.
COLLIER COUNTY EMPLOYMENT
BY MAJOR INDUSTRY
September 30, 2010
Industry Firms Employee Count(l)
Accommodation and Food Services 784 15,968
Health Care and Social Assistance 873 14,991
Professional and Business Services 2,569 14,158
Finance and Insurance 660 3,920
Real Estate and Rental Leasing 1,069 3,128
Arts, Entertainment and Recreation 245 6,873
Services - Other 1.112 5,072
Services 7,312 64,110
Food Stores 133 3,639
Auto Dealers and Service Stations 241 2,766
Home Furniture and Furnishings 138 987
Retail Trade - Other 565 3,164
Apparel and Accessory Stores 281 2,458
General Merchandise Stores 44 3,164
Building Hardware and Garden 130 1.822
Retail Trade, Other 1,532 18,000
Federal Government 26 662
State Government 40 845
Local Government 27 11.620
Government 93 13,127
Agriculture, Forestry Fishing and Hunting 100 5,547
Construction 1,967 13,957
Manufacturing 286 2,919
Transportation and Warehousing 239 23,139
Wholesale Trade 499 2,999
Mining ---2 ~
Other 3,100 48,574
Total UJUZ 143,811
(1) Average number of people employed in 2009.
Source: Collier County Finance Department; Florida Department of Labor & Employment Security;
Bureau of Labor Market Information ES-202 Report.
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COLLIER COUNTY EMPLOYMENT
(2002-2011)
State of
County Florida
Labor Unemployment Unemployment
Year Force Employment Unemployment Rate Rate
2002 117,278 112,118 5,160 4.4% 5.5%
2003 131,993 125,822 6,171 4.7 5.3
2004 138,036 132,610 5,426 3.9 4.7
2005 145,347 140,324 5,023 3.5 3.8
2006 152,162 147,356 4,806 3.2 3.4
2007 153,243 146,720 6,523 4.3 4.1
2008 151,806 141,553 10,253 6.8 6.2
2009 143,773 128,270 15,503 10.8 10.2
2010 144,157 127,264 17,293 12.0 11.5
2011(1) 137,656 121,279 16,377 11.9 11.0
(1) Estimates as of July, 2011, Florida Research and Economic Database.
Source: State of Florida, Agency for Workforce Innovation, Bureau of Labor Market Information;
University of Florida, Bureau of Economic and Business Research, Florida Statistical Abstract
2010.
BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY
(2000-2009)
Single Multi- Residential
Year Family Units Family Units Valuation(1)
2000 4,065 3,905 $1,188,310
2001 3,878 4,280 1,093,852
2002 4,173 3,109 1,113,547
2003 3,376 2,444 977,445
2004 4,202 2,719 1,487,546
2005 4,052 2,570 1,655,669
2006 2,829 1,959 1,228,774
2007 1,069 1,026 649,718
2008 652 299 387,286
2009 630 314 N/A
(1) Valuation in thousands of dollars.
Source: University of Florida, Bureau of Economic and Business Research, Florida Statistical Abstract
2010.
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Agriculture
Agriculture is a dominant factor in the economy of the County. Rainfall averages about 48 inches
annually with most of the precipitation occurring during the late spring and summer. The high yearly
rainfall and year-round mild temperature enable agriculture to be a productive sector of the County
economy. The agricultural industry represents five percent of the workforce. Farming activities are
located approximately 40 miles inland primarily centered around the community of Immokalee. Major
crops include tomatoes, peppers, cucumbers, melons and citrus. Beef cattle are also a significant farming
commodity.
Tourism
Tourism is a major factor in the economy of the County. Visitors to the County enjoy its Gulf of
Mexico beaches, golf, tennis and other attractions. Everglades National Park, the United States only
subtropical National Park, located near Naples, comprises a substantial portion of the County. Collier-
Seminole Park and Corkscrew Swamp are also located nearby. Salt water fishing in the Gulf of Mexico,
as well as fresh water fishing, makes the many lakes and waterways popular vacation spots. The County
is regarded as one of the largest shelling areas in the United States.
Transportation
The County is served by U.s. Highway 41 (otherwise known as the Tamiami Trail) and Interstate
75, which links Naples to the east coast of Florida and intersects U.s. Highway 27, providing access to the
Florida Turnpike. Interstate 75 also provides access to the County from the North. Greyhound Bus Lines
connects the County to all points within the State.
Air service is available at the Naples Airport owned by the City of Naples and covers an area of
approximately 650 acres. The airport has two lighted 5,000 feet hard surfaced runways, each 150 feet
wide. Commuter airlines offer regularly scheduled flights to Miami, Tampa and Atlanta. Air service at
the Southwest International Airport near Fort Myers, 35 miles north of Naples, reaches many major cities.
In addition, the County owns and operates three public airports: the Marco Island Executive Airport and
the Immokalee and Everglades City Airparks.
Educational System
The County school system serves approximately 43,142 students in 50 schools, including two
charter schools. The public schools provide a varied adult education program and a special program for
pre-school children. There are several private and parochial schools in the County offering classes from
kindergarten through the twelfth grade. Edison Community College's main campus in Fort Myers, with
a branch campus in Naples, offers technical training as well as college preparation for students. In
August of 2003, Ave Maria University, a private Catholic University located within the County, began
admitting students. The University offers bachelor's degrees in biology, classics, economics, history,
literature, mathematics, music, philosophy, politics and theology. Pre-professional programs are offered
in pre-law, pre-medicine and pre-business. Although not located within the County, Florida Gulf Coast
College, the tenth college in the State University System, is operating in Lee County, immediately north
of the County.
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Medical Facilities
Naples Community Hospital, a non-profit, private corporation provides health services to the
residents of the County. It opened as a 50-bed facility in 1956, financed exclusively by contributions from
members of the community. Since 1956, Naples Community Hospital has grown to encompass
approximately 422,000 square feet and include two six-story towers that house Naples Community
Hospital's 420 licensed beds and patient care ancillary services and a two-story support services wing
located between the two towers. Hospital services are also provided in the Carpenter-Briggs Radiation
Therapy Center located across the street from Naples Community Hospital, at the Golden Gate Urgent
Care Center located in leased space approximately seven miles from Naples Community Hospital, and in
several other outpatient facilities that provide urgent care, rehabilitation, wellness and infusion services.
In addition, Physician's Regional operates two hospitals within the County with a total of 283 beds.
The Collier County Health Department operates in every community in the County under the
direction of a licensed physician and with a staff of trained specialists, including public health workers,
nurses, sanitarians and clinical psychologists.
COLLIER COUNTY
FINANCIAL AND ECONOMIC DATA
(Fiscal Years 2002-2010)
(Unaudited)
Per Bank
Fiscal Percent Capita Deposits
Year Population Increase Income (OOO's)
2002 264,475 5.2% 40,121 5,844
2003 284,918 7.7 41,269 6,789
2004 292,466 2.7 42,050 8,133
2005 306,186 4.7 41,513 9,473
2006 326,658 6.7 42,846 10,665
2007 333,858 2.2 49,492 10,957
2008 332,854 (0.3) 57,446 11,026
2009 333,032 0.1 63,276 N/A
2010 321,520 (3.5) 62,559 N/A
N/A = Data not currently available
Source: Federal Deposit Insurance Corporation, Division of Supervision; Florida Research and Economic
Database; University of Florida, Bureau of Economic and Business Research, Florida Statistical
Abstract 2010.
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The following table contains the property tax rates for the Fiscal Years 2002 through 2010.
COLLIER COUNTY, FLORIDA
PROPERTY TAX RATES - All DIRECT AND OVERLAPPING GOVERNMENTS(1)
(Fiscal Years 2002-2010)
(Unaudited)
Collier County Other
Special Debt County
Fiscal General Revenue Service School Independent
Year Fund Funds Funds Total District Districts Total
2002 3.8772 0.6670 0.0256 4.5698 7.1370 1.3813 13.0881
2003 3.8772 0.6767 0.0215 4.5754 6.9110 1.3554 12.8418
2004 3.8772 0.9226 0.0000 4.7998 6.5240 1.3562 12.6800
2005 3.8772 0.9177 0.0000 4.7949 6.2200 1.3562 12.3711
2006 3.8772 0.9161 0.1500 4.9433 5.9730 1.3423 12.2586
2007 3.5790 0.8470 0.2226 4.6486 5.5250 1.3403 11.5139
2008 3.1469 0.7362 0.2233 4.1064 5.3510 1.2792 10.7366
2009 3.1469 0.7528 0.2249 4.1246 4.9090 1.2784 10.3120
2010 3.5645 0.7225 0.1366 4.4236 5.2390 1.3243 10.9869
(1) Basis for property tax rates is 1 mill per $1,000 of assessed value. Property is assessed as of January 1 and taxes
based on those assessments are levied according to the tax rate in effect that tax year and become due on
November 1. Therefore, assessments and tax levies applicable to a certain tax year are collected in the fiscal year
ending during the following calendar year.
Source: Collier County Comprehensive Annual Financial Report for Fiscal Year ending September 30, 2010.
{25694/003/00571275.DOCv4}
A-9
APPENDIX B
FORM OF THE RESOLUTION
{25694/003/00571275.DOCv4}
APPENDIX C
AUDITED FINANCIAL STATEMENTS
OF COLLIER COUNTY FOR FISCAL YEAR ENDED SEPTEMBER 30, 2010
The statistical section referred to in the
opinion letter has been intentionally omitted
{25694/003/00571275.DOCv4 }
{25694/003/00571275.DOCv4}
APPENDIX D
FORM OF BOND COUNSEL OPINION
APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
{25694/003/00571275.DOCv4}
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of November _,2011, by and
between the COLLIER COUNTY, FLORIDA, a political subdivision of the State of
Florida (the "County"), and u.S. Bank National Association (the "Escrow Agent"), a
national banking association organized and existing under the laws of the United States
of America, having its designated corporate trust office in Miami, Florida, as escrow
agent hereunder.
WHEREAS, the County has heretofore issued its Collier County, Florida Capital
Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003 Bonds") and
its Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series
2005 (the "Series 2005 Bonds") pursuant to Resolution No. 85-107 adopted on April 30,
1985, as amended and supplemented (collectively, the "Resolution"); and
WHEREAS, the County has determined to exercise its option under the
Resolution to advance refund a portion of the Series 2002 Bonds (the "Refunded Series
2002 Bonds") and a portion of the Series 2005 Bonds (the "Refunded Series 2005
Bonds," and, collectively with the Refunded Series 2002 Bonds, the "Refunded Bonds"),
as identified on Schedule A attached hereto (the "Refunded Bonds"); and
WHEREAS, the County has determined to issue its $ aggregate
principal amount of Collier County, Florida Special Obligation Refunding Revenue
Bonds, Series 2011 (the "Series 2011 Bonds") pursuant to Resolution No. , adopted
by the County on October 25, 2011, a portion of the proceeds of which Series 2011
Bonds will be used to purchase certain United States Treasury obligations in order to
provide payment for the Refunded Bonds and to discharge and satisfy the pledges, liens
and other obligations of the County under the Resolution in regard to such Refunded
Bonds; and
WHEREAS, the issuance of the Series 2011 Bonds, the purchase by the Escrow
Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities
into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and
satisfaction of the pledges, liens and other obligations of the County under the Resolution
in regard to the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous
transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. PREAMBLES. The recitals stated above are true and correct
and incorporated herein.
SECTION 2. RECEIPT OF RESOLUTION AND VERIFICATION
REPORT. Receipt of a true and correct copy of the above-mentioned Resolution and this
Agreement is hereby acknowledged by the Escrow Agent. The applicable and necessary
provisions of the Resolution, including but not limited to Section 12 and Section 27
thereto, are incorporated herein by reference. The Escrow Agent also acknowledges
receipt of the verification report of The Arbitrage Group, Inc., dated November _,2011
(the "Verification Report"). Reference herein to or citation herein of any provisions of
the Resolution or the Verification Report shall be deemed to incorporate the same as a
part hereof in the same manner and with the same effect as if the same were fully set
forth herein.
SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF
REFUNDED BONDS. The County by this writing exercises its option to cause the
pledge of the Pledged Revenues (as defined in the Resolution) and all covenants,
agreements and other obligations of the County to the holders of the Refunded Bonds to
cease, terminate and become void and be discharged and satisfied.
SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is
hereby created and established with the Escrow Agent a special, segregated and
irrevocable escrow fund designated the "Collier County, Florida Capital Improvement
Revenue Bonds, Series 2002/Series 2003 Escrow Deposit Trust Fund" (the "Escrow
Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust
fund for the benefit of the holders of the Refunded Bonds separate and apart from other
funds and accounts of the County and the Escrow Agent. The Escrow Agent hereby
accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the
Escrow Fund the sum of $ received from the County from proceeds of
the Series 2011 Bonds ("Bond Proceeds") and $ from other legally
available moneys of the County (the "County Moneys").
SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN
ESCROW FUND. The County hereby directs and the Escrow Agent represents and
acknowledges that, concurrently with the deposit of the Bond Proceeds and County
Moneys under Section 4 above, it has used all of the Bond Proceeds and $ of
the County Moneys to purchase on behalf of and for the account of the County certain
United States Treasury obligations - State and Local Government Series (collectively,
together with any other securities which may be on deposit, from time to time, in the
Escrow Fund, the "Escrow Securities"), which are described in Schedule B hereto, and
the Escrow Agent will deposit such Escrow Securities and $ in cash (the "Cash
Deposit") in the Escrow Fund. All Escrow Securities shall be noncallable, direct
obligations of the United States of America.
2
In the event any of the Escrow Securities described in Schedule B hereto are not
available for delivery on November _, 2011, the Escrow Agent may, at the written
direction of the County and with the approval of Bond Counsel, substitute other United
States Treasury obligations and shall credit such other obligations to the Escrow Fund
and hold such obligations until the aforementioned Escrow Securities have been
delivered. Bond Counsel shall, as a condition precedent to giving its approval, require
the County to provide it with a revised Verification Report in regard to the adequacy of
the Escrow Securities, taking into account the substituted obligations to pay the Refunded
Bonds in accordance with the terms hereof. The Escrow Agent shall in no manner be
responsible or liable for failure or delay of Bond Counselor the County to promptly
approve the substitutions of other United States Treasury obligations for the Escrow
Fund.
SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND THE
CASH DEPOSIT. In reliance upon the Verification Report, the County represents that
the Cash Deposit and the interest on and the principal amounts successively maturing on
the Escrow Securities in accordance with their terms (without consideration of any
reinvestment of such maturing principal and interest) are sufficient such that moneys will
be available to the Escrow Agent in amounts sufficient and at the times required to pay
the amounts of principal of, premium, if any, and interest due and to become due on the
Refunded Bonds as described in Schedule C attached hereto. If the Escrow Securities
and the Cash Deposit shall be insufficient to make such payments, the County shall
timely deposit to the Escrow Fund, solely from legally available funds of the County,
such additional amounts as may be required to pay the Refunded Bonds as described in
Schedule C hereto. Notice of any insufficiency shall be given by the Escrow Agent to the
County as promptly as possible, but the Escrow Agent shall in no manner be responsible
for the County's failure to make such deposits.
SECTION 7. ESCROW SECURITIES AND THE CASH DEPOSIT IN
TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow
Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable
deposit of Obligations of the United States of America (as defined in the Resolution) and
cash in trust solely for the payment of the principal of, premium, if any, and interest on
the Refunded Bonds at such times and in such amounts as set forth in Schedule C hereto,
and the principal of and interest earnings on such Escrow Securities and the Cash Deposit
shall be used solely for such purpose.
SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS
FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby
agrees, that it will take all actions required to be taken by it under the provisions of the
Resolution referenced in this Agreement, including the timely transfer of money to the
Paying Agent for the Refunded Bonds ( ) as
provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded
3
Bonds in the amounts and at the times provided in Schedule C hereto. The Escrow
Securities and the Cash Deposit shall be used to pay debt service on the Refunded Bonds
as they mature or are redeemed prior to maturity. The Refunded Series 2003 Bonds
maturing on October 1, 2014 and thereafter shall be redeemed prior to their respective
maturities on October 1,2013 (the "Series 2003 Redemption Date") at a redemption price
equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to
the Series 2003 Redemption Date. [The Refunded Series 2003 Bonds maturing on
October 1, 2012 and 2013 shall be paid at maturity.] The Refunded Series 2005 Bonds
maturing on October 1, 2015 and thereafter shall be redeemed prior to their respective
maturities on October 1,2014 (the "Series 2005 Redemption Date") at a redemption price
equal to 100% of the principal amount of each Refunded Bond, plus interest accrued to
the Series 2005 Redemption Date. [The Refunded Series 2005 Bonds maturing on
October 1,2012,2013 and 2014 shall be paid at maturity.] If any payment date shall be a
day on which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not
open for the acceptance or delivery of funds, then the Escrow Agent may make payment
on the next business day. The liability of the Escrow Agent for the payment of the
principal of, premium, if any, and interest on the Refunded Bonds pursuant to this
Agreement shall be limited to the application of the Escrow Securities and the Cash
Deposit and the interest earnings thereon available for such purposes in the Escrow Fund.
SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN
ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested, other than
the Cash Deposit, only in the Escrow Securities listed in Schedule B hereto and, except as
provided in Section 5 hereof and this Section 9, neither the County nor the Escrow Agent
shall otherwise invest or reinvest any moneys in the Escrow Fund.
Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent
may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash
Deposit in the Escrow Fund and reinvest the proceeds thereof in other securities nor may
it substitute securities for any of the Escrow Securities, except upon written direction of
the County and where, prior to any such reinvestment or substitution, the Escrow Agent
has received from the County the following:
(a) a written verification report by a firm of independent certified public
accountants, of recognized standing, appointed by the County and acceptable to
the Escrow Agent, to the effect that after such reinvestment or substitution the
principal amount of Escrow Securities, together with the interest therein and any
uninvested cash, will be sufficient to pay the Refunded Bonds as described in
Schedule C hereto; and
(b) a written opmlOn of nationally recognized Bond Counsel to the
effect that (i) such investment will not cause the Series 2011 Bonds or the
Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code, as amended, and the regulations promulgated thereunder
4
or otherwise cause the interest on the Refunded Bonds or the Series 2011 Bonds to
be included as gross income for purposes of federal income taxation, and (ii) such
investment does not violate any provision of Florida law or of the Resolution.
The above-described verification report need not be provided in the event the County
purchases Escrow Securities with the proceeds of maturing Escrow Securities and such
purchased Escrow Securities mature on or before the next interest payment date for the
Refunded Bonds and have a face amount which is at least equal to the cash amount
invested in such Escrow Securities.
In the event the above-referenced verification concludes that there are surplus
moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its
written direction. The Escrow Fund shall continue in effect until the date upon which the
Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in
an amount sufficient to pay the Refunded Bonds as described in Schedule C hereto,
whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the
Escrow Fund, and shall remit to the County the proceeds thereof, together with all other
money, if any, then remaining in the Escrow Fund.
SECTION 10. REDEMPTION OF REFUNDED BONDS. The County
hereby irrevocably instructs the Escrow Agent to cause the Registrar for the Refunded
Bonds ( ) to give, on behalf of the County, at the
appropriate times the notice or notices, if any, required by the Resolution in connection
with the redemption of the Refunded Bonds. The Refunded Series 2003 Bonds maturing
on and after October 1,2014 shall be redeemed on October 1, 2013 at a redemption price
equal to 100% of the principal amount thereof, plus accrued interest. The Refunded
Series 2005 Bonds maturing on and after October 1, 2015 shall be redeemed on
October 1, 2014 at a redemption price equal to 100% of the principal amount thereof,
plus accrued interest.
SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF
REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth
in Section 5 hereof, the Refunded Bonds shall be deemed to have been paid within the
meaning and with the effect expressed in Article XII of the Resolution. Within 60 days
of the deposit of moneys into the Escrow Fund, the Escrow Agent, on behalf of the
County, shall cause the Paying Agent for the Refunded Bonds
( ) to mail to the Holders of the Refunded Bonds the
appropriate notice in the form provided in Schedule D attached hereto.
SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund
hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an
express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund
pursuant to the terms hereof and the interest earnings thereon until paid out, used and
applied in accordance with this Agreement and the Resolution. N either the County nor
5
the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be
imposed upon the Escrow Fund.
SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is
made for the benefit of the County and the holders from time to time of the Refunded
Bonds and it shall not be repealed, revoked, altered or amended without the written
consent of all such holders and the written consent of the Escrow Agent; provided,
however, that the County and the Escrow Agent may, without the consent of, or notice to,
such holders, enter into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such holders and as shall not be inconsistent with the terms
and provisions of this Agreement, for anyone or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission m this
Agreement;
(b) to grant, or confer upon, the Escrow Agent for the benefit of the
holders of the Refunded Bonds, any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holders or the
Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or
properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified
opinion of nationally recognized Bond Counsel with respect to compliance with this
Section 13, including the extent, if any, to which any change, modification or addition
affects the rights of the holders of the Refunded Bonds, or that any instrument executed
hereunder complies with the conditions and provisions of this Section 13.
SECTION 14. FEES AND EXPENSES OF ESCROW AGENT;
INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent
under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees
and expenses as shall be agreed to in writing by the parties hereto. The Escrow Agent
shall have no lien whatsoever upon any of the Escrow Securities in said Escrow Fund for
the payment of such proper fees and expenses. The County further agrees to indemnify
and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities
which it may incur in the exercise and performance of its powers and duties hereunder,
and which are not due to its negligence or misconduct. Indemnification provided under
this Section 14 shall survive the termination of this Agreement.
Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established by a certificate
signed by an authorized officer of the County. The Escrow Agent may conclusively rely,
6
as to the correctness of statements, conclusions and opinions therein, upon any certificate,
report, opinion or other document furnished to the Escrow Agent pursuant to any
provision of this Agreement; the Escrow Agent shall be protected and shall not be liable
for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be
under no duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument. The Escrow Agent may consult with counsel,
who may be counsel to the County or independent counsel, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith in accordance
herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the
County of its intention.
The Escrow Agent and its successors, agents and servants shall not be held to any
personal liability whatsoever, in tort, contract or otherwise, by reason of the execution
and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance
and disposition of the various moneys and funds described herein, the purchase, retention
or payment, transfer or other application of funds or securities by the Escrow Agent in
accordance with the provisions of this Agreement or any nonnegligent act, omission or
error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow
Agent shall, however, be liable to the County and to holders of the Refunded Bonds to
the extent of their respective damages for negligent or willful acts, omissions or errors of
the Escrow Agent which violate or fail to comply with the terms of this Agreement. The
duties and obligations of the Escrow Agent shall be determined by the express provisions
of this Agreement.
SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT.
As soon as practicable after the first day of April and October of each year, commencing
April 1, 2012, so long as the Escrow Fund is maintained under this Agreement, the
Escrow Agent shall forward in writing to the County a statement in detail of the Escrow
Securities held as of April 1 or October 1 of that year, whichever is applicable, and the
income and maturities thereof, and withdrawals of money from the Escrow Fund, since
the last statement furnished pursuant to this Section 15.
SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT.
The Escrow Agent, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than 60 days'
written notice to the County and mailing notice thereof, specifying the date when such
resignation will take effect to the holders of all Refunded Bonds then outstanding, but no
such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the holders of a majority in aggregate principal amount of the Refunded
Bonds then outstanding or by the County as hereinafter provided and such successor
Escrow Agent shall have accepted such appointment, in which event such resignation
7
shall take effect immediately upon the appointment and acceptance of a successor Escrow
Agent.
The Escrow Agent may be replaced at any time by an instrument or concurrent
instruments in writing, delivered to the Escrow Agent and signed by either the County or
the holders of a majority in aggregate principal amount of the Refunded Bonds then
outstanding. Such instrument shall provide for the appointment of a successor Escrow
Agent, which appointment shall occur simultaneously with the removal of the Escrow
Agent.
In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise become
incapable of acting hereunder, or in case the Escrow Agent shall be taken under the
control of any public officer or officers, or of a receiver appointed by a court, a successor
may be appointed by the holders of a majority in aggregate principal amount of the
Refunded Bonds then outstanding by an instrument or concurrent instruments in writing,
signed by such holders, or by their attorneys in fact, duly authorized in writing; provided,
nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent
to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a
majority in aggregate principal amount of the Refunded Bonds then outstanding in the
manner above provided, and any such temporary Escrow Agent so appointed by the
County shall immediately and without further act be superseded by the Escrow Agent so
appointed by such holders. The County shall mail notice of any such appointment made
by it at the times and in the manner described in the first paragraph of this Section 16.
In the event that no appointment of a successor Escrow Agent or a temporary
successor Escrow Agent shall have been made by such holders or the County pursuant to
the foregoing provisions of this Section 16 within 60 days after written notice of
resignation of the Escrow Agent has been given to the County, the holder of any of the
Refunded Bonds or any retiring Escrow Agent may apply to any court of competent
jurisdiction for the appointment of a successor Escrow Agent, and such court may
thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow
Agent.
In the event of replacement or resignation of the Escrow Agent, the Escrow Agent
shall have no further liability hereunder and the County shall indemnify and hold
harmless the Escrow Agent, to the extent allowed by law, from any such liability,
including costs or expenses incurred by the Escrow Agent or its counsel.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the
United States or any State, and shall have at the time of appointment capital and surplus
of not less than $30,000,000.
8
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the County an instrument in writing accepting such
appointment hereunder and thereupon such successor Escrow Agent, without any further
act, deed or conveyance, shall become fully vested with all the rights, immunities,
powers, trusts, duties and obligations of its predecessor; but such predecessor shall
nevertheless, on the written request of such successor Escrow Agent or the County
execute and deliver an instrument transferring to such successor Escrow Agent all the
estates, properties, rights, powers and trust of such predecessor hereunder; and every
predecessor Escrow Agent shall deliver all securities and moneys held by it to its
successor; provided, however, that before any such delivery is required to be made, all
fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in
full. Should any transfer, assignment or instrument in writing from the County be
required by any successor Escrow Agent for more fully and certainly vesting in such
successor Escrow Agent the estates, rights, powers and duties hereby vested or intended
to be vested in the predecessor Escrow Agent, any such transfer, assignment and
instruments in writing shall, on request, be executed, acknowledged and delivered by the
County.
Any corporation into which the Escrow Agent, or any successor to it in the trusts
created by this Agreement, may be merged or converted or with which it or any successor
to it may be consolidated, or any corporation resulting from any merger, conversion,
consolidation or tax-free reorganization to which the Escrow Agent or any successor to it
shall be a party shall be the successor Escrow Agent under this Agreement without the
execution or filing of any paper or any other act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
SECTION 17. TERMINATION OF AGREEMENT. This Agreement
shall terminate when all transfers and payments required to be made by the Escrow Agent
under the provisions hereof shall have been made. Upon such termination, all moneys
remaining in the Escrow Fund shall be released to the County.
SECTION 18. GOVERNING LA W. This Agreement shall be governed by
the applicable laws of the State of Florida.
SECTION 19. SEVERABILITY. If anyone or more of the covenants or
agreements provided in this Agreement on the part of the County or the Escrow Agent to
be performed should be determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreement shall be deemed and construed to be severable from the
remaining covenants and agreements herein contained and shall in no way affect the
validity of the remaining provisions of this Agreement.
SECTION 20. COUNTERPARTS. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as one original
and shall constitute and be but one and the same instrument.
9
SECTION 21. NOTICES. Any notice, authorization, request or demand
required or permitted to be given in accordance with the terms of this Agreement shall be
in writing and sent by electronic mail, facsimile, overnight express mail with fees
prepaid, or registered or certified mail addressed to:
U.S. Bank National Association
200 South Biscayne Boulevard, Suite 1870
Miami, Florida 33131
Attention: Corporate Trust Department
Facsimile: (305) 350-1746
E-mail: Timothy.Miller3@usbank.com
Collier County, Florida
Collier County Government Complex
3301 East Tamiami Trail, Building F
Naples, FL 34112
Attention: County Manager
Facsimile: (239) 252-8588
E-mail: @colliergov.net
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have each caused this Escrow
Deposit Agreement to be executed by their duly authorized officers and appointed
officials and their seals to be hereunder affixed and attested as of the date first written
herein.
(SEAL)
COLLIER COUNTY, FLORIDA
Fred W. Coyle, Chairman, Board of County
Commissioners
ATTEST:
Deputy Clerk
Approved as to Form and Legal Sufficiency:
County Attorney
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Agent
By:
Assistant Vice President
11
DESCRIPTION OF THE REFUNDED BONDS
SCHEDULE A
SCHEDULE B
ESCROW SECURITIES
SCHEDULE C
DISBURSEMENT REQUIREMENTS FOR REFUNDED BONDS
SCHEDULE D
FORM OF NOTICE OF DEFEASANCE
Notice is hereby given pursuant to Resolution No. 85-107 adopted by the Board of
County Commissioners of Collier County, Florida on April 30, 1985, as amended and
supplemented (the "Resolution"), that the Collier County, Florida Capital Improvement
and Refunding Revenue Bonds, Series 2003 identified below (the "Refunded Series 2003
Bonds") and the Collier County, Florida Capital Improvement and Refunding Revenue
Bonds, Series 2005 identified below (the "Refunded Series 2005 Bonds," and,
collectively with the Refunded Series 2003 Bonds, the "Refunded Bonds") are deemed to
be paid within the meaning of Section 27 of the Resolution and shall no longer be secured
from the Pledged Revenues (as defined in the Resolution) and the other liens created by
the Resolution for the benefit of the holders of the Refunded Bonds and shall be secured
solely from the irrevocable deposit of U.S. Treasury obligations made by the County with
U.S. Bank National Association, as Escrow Agent, in accordance with Section 27 of the
Resolution.
Further, the Refunded Series 2003 Bonds maturing on and after October 1, 2014
shall be redeemed, prior to their respective maturities, on October 1, 2013 (the "Series
2003 Redemption Date") at a redemption price equal to 100% of the principal amount of
each such Refunded Series 2003 Bond to be redeemed, together with interest accrued
thereon to the Series 2003 Redemption Date. [The Refunded Series 2003 Bonds
maturing on October 1, 2012 and 2013 shall be paid at maturity without premium.]
The Refunded Series 2003 Bonds to be defeased and redeemed are:
Maturity
(October 1)
Principal
Amount
Interest
Rate
CUSIP No.
Further, the Refunded Series 2005 Bonds maturing on and after October 1, 2015
shall be redeemed, prior to their respective maturities, on October 1, 2014 (the "Series
2005 Redemption Date") at a redemption price equal to 100% of the principal amount of
each such Refunded Series 2005 Bond to be redeemed, together with interest accrued
thereon to the Series 2005 Redemption Date. [The Refunded Series 2005 Bonds
maturing on October 1, 2012, 2013 and 2014 shall be paid at maturity without premium.]
The Refunded Series 2005 Bonds to be defeased and redeemed are:
Maturity
(October 1)
Principal
Amount
Interest
Rate
CUSIP No.