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Backup Documents 09/11/2018 Item #11A ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 1 A THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office JAK 9/27/18 4. BCC Office Board of County R { Commissioners \j- / > ck\2-1,\\`% 5. Minutes and Records Clerk of Court's Office Ct 19"1�d (Q:4112^ PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Derek Johnssen,Assistant Finance Director Phone Number 252-7863 Contact/Department Agenda Date Item was 9/11/18 Agenda Item Number 11-At„V"..-- Approved by the BCC Type of Document Resolution—Amending Resolution No. Number of Original One Attached 2017-141 Documents Attached PO number or account n/a r t S5 number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature JAK 2. Does the document need to be sent to another agency for additional signatures? If yes, JAK provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JAK signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's JAK Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JAK document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JAK signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this JAK routing slip should be provided to the County Attorney Office at the time the item is input into MinuteTraq. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 9/11/18 and all changes made during the JAK N/A is not meeting have been incorporated in the attached document. The County Attorney's an option for Office has reviewed the changes,if applicable. "^-.. ,this line. 9. Initials of attorney verifying that the attached document is the version approved by th � �. A is not BCC,all changes directed by the BCC have been made,and the document is ready fo th, an ption for Chairman's signature. f - thi [04-COA-01081/1344830/111:Forms!County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05; Revised 11/30/12 1 1 A MEMORANDUM Date: September 27, 2018 To: Derek Johnssen, Finance Director Clerk of Courts Finance Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Resolution 2018-155: Tourist Development Tax Revenue Bonds Attached is certified copy of the document referenced above, (#11A) adopted by the Board of County Commissioners on Tuesday, September 11, 2018. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 1 1 A RESOLUTION 2018- 1 55 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AMENDING AND SUPPLEMENTING RESOLUTION NO. 2017-141 IN CERTAIN RESPECTS, WHICH RESOLUTION NO. 2017-141 AUTHORIZED THE ISSUANCE BY COLLIER COUNTY OF TOURIST DEVELOPMENT TAX REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $70,000,000 AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 2018 IN ORDER TO FINANCE COSTS OF THE DEVELOPMENT, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A REGIONAL TOURNAMENT CALIBER AMATEUR SPORTS COMPLEX; MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT TO SAID BONDS; AUTHORIZING THE AWARDING OF SAID BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE COUNTY MANAGER FOR THE AWARD OF THE BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE FOR THE BONDS OR A SUMMARY THEREOF; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; APPOINTING THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; ESTABLISHING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: SECTION 1. FINDINGS. It is hereby found and determined that: 1 1 A (A) On July 11, 2017, the Board of County Commissioners of Collier County, Florida (the "Issuer") duly adopted Resolution No. 2017-141 (the "Original Resolution"), authorizing, among other things, the issuance by the Issuer of Tourist Development Tax Revenue Bonds from time to time. (B) Pursuant to the Original Resolution, the Issuer authorized the issuance of its Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2017 (the "Series 2017 Bonds") to finance costs of the Initial Project (as defined in the Original Resolution) and initiated bond validation proceedings in the Circuit Court for the Twentieth Judicial Circuit in and for Collier County, Florida, which Court issued a Final Judgment dated October 20, 2017, validating such Series 2017 Bonds; no appeal was taken with respect to such Final Judgment. (C) The Issuer previously found in the Original Resolution, among other things, that the Initial Project should be acquired, constructed and equipped in order to promote tourism and attract tourists within the Issuer and to improve the health, safety and welfare of the Issuer's inhabitants and that it was in the best interest of the Issuer to finance costs of the Initial Project through the issuance of the Series 2017 Bonds pursuant to the provisions of the Original Resolution. (D) The Issuer deems it now to be an appropriate time to issue the Series 2017 Bonds to finance costs of the Initial Project; provided, however, because it is now calendar year 2018, the Series 2017 Bonds will be re-designated and issued as the Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds") and all references to the Series 2017 Bonds in the Original Resolution and herein shall mean the Series 2018 Bonds. (E) In accordance with Section 218.385, Florida Statutes, and pursuant to this Supplemental Resolution (as defined in the Original Resolution), the Series 2018 Bonds shall be advertised for competitive bids pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit A (the "Official Notice of Sale"). (F) Pursuant to the Official Notice of Sale, any competitive bids received in accordance with the Official Notice of Sale on or prior to the time and date determined by the County Manager upon the advice of the Issuer's financial advisor, PFM Financial Advisors LLC (the "Financial Advisor"), in accordance with the terms and provisions of the Official Notice of Sale, shall be publicly opened and announced. (G) It is desirable for the Issuer to be able to advertise and award the Series 2018 Bonds at the most advantageous time and date which shall be determined by the County Manager upon the advice of the Financial Advisor; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Series 2018 Bonds to the County Manager within the parameters described herein. 2 1 1 A (H) It is necessary and appropriate that the Board determine certain parameters for the terms and details of the Series 2018 Bonds and to delegate certain authority to the County Manager for the award of the Series 2018 Bonds and the approval of the terms of the Series 2018 Bonds in accordance with the provisions hereof, of the Original Resolution and of the Official Notice of Sale. (I) In the event Bond Counsel to the Issuer shall determine that the Series 2018 Bonds have not been awarded competitively in accordance with the provisions of Section 281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings as shall be necessary to authorize and ratify a negotiated sale of the Series 2018 Bonds in accordance with said Section 218.385, Florida Statutes. (J) It is necessary and desirable to amend the Original Resolution in certain respects (as so amended hereby and as it may be amended and supplemented from time to time, the "Resolution"). (K) The Series 2018 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 and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution. (L) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2018 Bonds herein authorized and said Series 2018 Bonds shall constitute "Bonds" within the meaning of the Resolution. SECTION 2. DEFINITIONS; AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions may be hereinafter amended or defined. This Supplemental Resolution is adopted pursuant to the provisions of the Act and the Resolution. SECTION 3. REIMBURSEMENT. The Issuer is authorized to reimburse itself for any of its own funds it has expended for the Initial Project in accordance with the provisions of the Code and which are approved by Bond Counsel. SECTION 4. DESCRIPTION OF THE SERIES 2018 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not exceeding $70,000,000 to be known as the "Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018" (or such other series designation as the County Manager may determine), for the purpose of financing and reimbursing Costs of the Initial Project and paying costs of issuance of the Series 2018 Bonds. All references to the Series 2017 Bonds in the Original Resolution shall mean the Series 2018 Bonds. The aggregate principal amount of the Series 2018 Bonds to be issued pursuant 3 1A to the Resolution shall be determined by the County Manager, upon the advice of the Financial Advisor, provided such aggregate principal amount does not exceed $70,000,000. The Series 2018 Bonds shall be dated as of their date of delivery or such other date as the County Manager may determine, shall be issued in the form of fully registered Bonds in denominations of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from the dated date determined therefor, payable semi-annually, on April 1 and October 1 of each year (the "Interest Dates"), commencing on April 1, 2019, or such other dates as may be determined by the County Manager, upon the advice of the Financial Advisor. Interest on the Series 2018 Bonds shall be payable by check or draft of TD Bank, N.A., Cherry Hill, New Jersey, as Paying Agent (the "Paying Agent"), made payable and mailed to the Holder in whose name such Series 2018 Bonds shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of or Redemption Price, if applicable, on the Series 2018 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. All payments of principal, premium, if applicable, and interest on the Series 2018 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The Series 2018 Bonds shall bear interest at such rates and yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the County Manager subject to the conditions set forth in Sections 4, 5 and 6 hereof and the provisions of the Official Notice of Sale. The final maturity of the Series 2018 Bonds shall not be later than October 1, 2048. All of the terms of the Series 2018 Bonds will be included in a certificate to be executed by the County Manager, or his designee, following the award of the Series 2018 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. SECTION 5. AWARD OF SERIES 2018 BONDS. The County Manager, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Series 2018 Bonds to the underwriter or underwriters (the "Underwriters") that submit a bid proposal which complies in all respects with the Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to purchase the Series 2018 Bonds at the lowest true interest cost to the Issuer, as calculated by the Issuer's Financial Advisor in accordance with the terms and provisions of the Official Notice of Sale. In accordance with the provisions of the Official Notice of Sale, the County Manager may, in his sole discretion, reject any and all bids. 4 1 1 A SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2018 BONDS. The Series 2018 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the County Manager, in his discretion and upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2018 Bonds, if any, the first optional redemption date may be no later than October 1, 2028 and there shall be no call premium relating to any optional redemption. Terms Bonds may be established in accordance with the provisions of the Official Notice of Sale. The redemption provisions for the Series 2018 Bonds, if any, shall be set forth in the Award Certificate and in the final Official Statement. Notwithstanding the foregoing, the County Manager, upon the advice of the Financial Advisor, may determine to issue the Series 2018 Bonds without any optional redemption provisions. SECTION 7. FULL BOOK-ENTRY. Notwithstanding the provisions set forth in Section 2.07 of the Resolution, the Series 2018 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2018 Bond for each of the maturities of the Series 2018 Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the Series 2018 Bonds are registered in the name of Cede & Co., all of the Outstanding Series 2018 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., all payments of principal on the Series 2018 Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2018 Bonds, upon presentation of the Series 2018 Bonds to be paid, to the Paying Agent. With respect to Series 2018 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 Series 2018 Bonds, (B) the delivery to any Participant or any other Person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 2018 Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, Redemption Price, if any, or interest on the Series 2018 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the Person in whose name each Series 2018 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, 5 1 1 A if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2018 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, Redemption Price, if any, and interest on the Series 2018 Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, Redemption Price, if any, and interest pursuant to the provisions of the Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in the Resolution with respect to transfers during the 15 days next preceding an Interest Date or first mailing of notice of redemption, the words "Cede & Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2018 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2018 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book-entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable policies and procedures of DTC regarding discontinuing the book-entry only registration system, the Series 2018 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions of the Resolution. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange the Series 2018 Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the Blanket Issuer Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal of, premium, if any, and interest on the Series 2018 Bonds. 6 1 1 A SECTION 8. APPLICATION OF SERIES 2018 BOND PROCEEDS. The proceeds derived from the sale of the Series 2018 Bonds shall be applied by the Issuer as follows: (A) A sufficient amount of the Series 2018 Bond proceeds shall be deposited to the Series 2018 Account of the Construction Fund established under Section 9 hereof and applied to pay Costs of the Initial Project. (B) A sufficient amount of the Series 2018 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2018 Bonds. Any Series 2018 Bond Proceeds that remain after all costs of issuance have been paid shall be transferred to the Interest Account and used to pay interest on the Series 2018 Bonds. SECTION 9. ESTABLISHMENT OF SERIES 2018 PROJECT ACCOUNT. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, there is hereby established within the Construction Fund a separate account to be known as the "Series 2018 Project Account." Moneys deposited to the Series 2018 Project Account shall be used to pay and/or reimburse Costs of the Initial Project and for the other purposes allowed under the Resolution. The Series 2018 Project Account shall be maintained and administered in accordance with the provisions of the Resolution, particularly Section 4.03 thereof. SECTION 10. RESERVE ACCOUNT REQUIREMENT. In accordance with the Resolution, particularly Section 4.04(A)(4) of the Resolution, the Issuer hereby establishes the Reserve Account Requirement for the Series 2018 Bonds as zero dollars and zero cents ($0.00). SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit B in connection with the offering of the Series 2018 Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, the Chairman and the County Manager are each hereby authorized to approve such insertions, changes and modifications. The Chairman and the County Manager are each hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by the Chairman or the County Manager deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. SECTION 12. OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement relating to the Series 2018 Bonds shall be substantially as set 7 1 1 A forth in the Preliminary Official Statement and shall include all of the specific financial terms of the Series 2018 Bonds. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Chairman is hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Chairman. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chairman and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2018 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 13. 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 County Manager is hereby authorized to make such changes, insertions and modifications as he shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The County Manager is hereby authorized to cause the advertisement and publication of the Official Notice of Sale or a summary thereof at such time as he shall deem necessary and appropriate, upon the advice of the Issuer's Financial Advisor, to accomplish the competitive sale of the Series 2018 Bonds. SECTION 14. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, TD Bank, N.A., Cherry Hill, New Jersey, is hereby designated Registrar and Paying Agent for the Series 2018 Bonds. The Chairman and/or the Clerk are hereby authorized to enter into any agreement which may be necessary to effect the transactions contemplated by this Section 14 and by the Resolution. SECTION 15. SECONDARY MARKET DISCLOSURE. Subject in all respects to the award of the Series 2018 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the Issuer and dated the date of delivery of the Series 2018 Bonds, as it may be amended from time to time in accordance with the terms thereof. The Continuing Disclosure Certificate shall be substantially in the form attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions as shall be approved by the Chairman who is hereby authorized to execute and deliver such Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer 8 11A to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default under the Resolution; provided, however, any Series 2018 Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 15 and the Continuing Disclosure Certificate. For purposes of this Section 15, "Series 2018 Bondholder" shall mean any Person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2018 Bonds (including persons holding Series 2018 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 2018 Bonds for federal income tax purposes. Digital Assurance Certification, L.L.C., is hereby appointed as initial Dissemination Agent for the Issuer. SECTION 16. AMENDMENTS TO ORIGINAL RESOLUTION. (A) Section 1.01 of the Original Resolution is hereby amended to include the following two new definitions which shall appear in Section 1.01 in alphabetical order: "Full TDT Revenues" shall have the meaning ascribed thereto in the definition of Tourist Development Tax Revenues set forth herein. "Limited TDT Revenues" shall have the meaning ascribed thereto in the definition of Tourist Development Tax Revenues set forth herein. (B) The definition of "Tourist Development Tax Revenues" set forth in Section 1.01 of the Original Resolution is hereby amended and restated in its entirety to read as follows: "Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the Issuer from its levy of such tax at the rate of five percent (5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the Issuer, any additional tourist development tax moneys received by the Issuer pursuant to the Act (the "Full TDT Revenues"). "Tourist Development Tax Revenues" shall not include proceeds of any future increases in the tourist development tax above the fifth percent (5th%) received by the Issuer pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued hereunder the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the Issuer may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act, or the Issuer determines that it does not want to utilize or pledge all of the Full TDT Revenues, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in 9 1 1 A the Supplemental Resolution authorizing the issuance of such Series of Bonds (the "Limited TDT Revenues"). (C) Section 5.02(A) of the Original Resolution is hereby amended and restated in its entirety to read as follows: (A) Except as otherwise provided in Section 5.02(D) hereof, there shall have been obtained and filed with the Issuer a certificate of an Authorized Issuer Officer: (1) stating that he or she has examined the books and records of the Issuer relating to the Tourist Development Tax Revenues which have been received by the Issuer; (2) setting forth the amount of the Full TDT Revenues and the Limited TDT Revenues, if any, received by the Issuer during any twelve (12) consecutive months designated by the Issuer within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to which such statement is made; and (3) stating that (a) the aggregate amount of such Full TDT Revenues received by the Issuer during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made, and (b) if such Additional Bonds are to be secured by Limited TDT Revenues only, the aggregate amount of such Limited TDT Revenues received by the Issuer during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all then Outstanding Bonds that are secured by such Limited TDT Revenues and such Additional Bonds with respect to which such statement is made. Such report may be partially based upon a certification of certain matters related to the calculation of the Maximum Annual Debt Service by the Issuer's Financial Advisor. SECTION 17. GENERAL AUTHORITY. The members of the Board, the County Manager, the Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution, the Official Notice of Sale, the Official Statement or the Continuing Disclosure Certificate or desirable or consistent with the requirements hereof or the Resolution, the Official Notice of Sale, the Official Statement or the Continuing Disclosure Certificate for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2018 Bonds, the Resolution, the Official Notice of Sale, the Official Statement and the Continuing Disclosure Certificate and each member, employee, attorney and officer of the Issuer or the Board and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. If the Chairman is unavailable or unable at any time to perform any duties or functions 10 1 1 A hereunder, including but not limited to those described in Sections 4, 5 and 6 hereof, the Vice-Chairman is hereby authorized to act on his or her behalf. Bond Counsel and the Issuer's Financial Advisor are hereby authorized and directed to take all action necessary and desirable to carry-out the intent and purposes of this Supplemental Resolution. SECTION 18. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2018 Bonds. SECTION 19. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SECTION 20. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED, in Regular Session this l lth day of September 2018. COLLIE CO TY, F '. o (SEAL) Flo i Chairman, Board of County Commissioners ATTEST: (4‘_S9-13•)`-52°'- _ arm��t1 Crystal K. I ,tzel Clerk Attest as to talrrilan s signature only Approv;. as to F.i,m and Legal Sufficie cy: ' il viii latah MEM R- item# t C�4 County o ''y cI r1,.\c �Z\c'clJ A enda Date �� <<��� Date �Ja �$ Reed t 11 Depwy,Clerk 1 1 A EXHIBIT A FORM OF OFFICIAL NOTICE OF SALE 11i OFFICIAL NOTICE OF SALE Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 Electronic Bids, as Described Herein, Will Be Accepted Until 10:00 a.m. Eastern Daylight Savings Time, October 9, 2018* *Preliminary,subject to change. 1 1 A OFFICIAL NOTICE OF SALE Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner, on the date and up to the time specified below: DATE: October 9, 2018* TIME: 10:00 a.m. Eastern Daylight Savings Time* ELECTRONIC BIDS: May be submitted only through BiDCOMP/Parity® Electronic Bid Submission System (the "Parity System") as described below. No other form of bid or provider of electronic bidding services will be accepted. GENERAL Bids will be received at the office of the County Manager of Collier County, Florida, Collier County Government Complex, 3299 Tamiami Trail East, Naples, Florida 34112, for the purchase of all, but not less than all, of the $ * Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 (the "Bonds") to be issued by Collier County, Florida (the "County") pursuant to the terms and conditions of Resolution No. 2017-141, adopted by the Board of County Commissioners of Collier County, Florida on July 11, 2017, as amended and supplemented by Resolution No. adopted by the Governing Body on September 11, 2018 (collectively, the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. The Bond proceeds will be used for the development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex, as more particularly described in the Bond Resolution and the plans and specifications on file with the County, as the same may be amended or modified from time to time and to pay costs of issuing the Bonds. The Bonds are more particularly described in the Preliminary Official Statement dated September , 2018 (the "Preliminary Official Statement") relating to the Bonds, available from the County's financial advisor, PFM Financial Advisors LLC, at (786) 671-7480 or masvidals@pfm.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. *Preliminary,subject to change. 1 1 A Prior to accepting bids, the County reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time, or cancel the sale. Notice of a change or cancellation will be announced via The Bond Buyer news service at the internet website address www.tm3.com, not later than 12:00 p.m., Eastern Daylight Savings Time, on the day preceding the bid opening or as soon as practicable. Such notice will specify the revised principal amount or terms, if any, and any later date or time selected for the sale, which may be postponed or cancelled in the same manner. If the sale is postponed, a later public sale may be held at the hour, in the manner, and on such date as communicated upon at least twenty-four (24) hours' notice via The Bond Buyer news service at the internet website address www.tm3.com. The County reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF AMOUNTS AND MATURITIES." To the extent any instructions or directions set forth in the Parity System conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about the Parity System and to subscribe in advance of the bid, potential bidders may contact the Parity System at (212) 849-5021. Each prospective electronic bidder must be a subscriber to the Parity System. Each qualified prospective electronic bidder shall be solely responsible to make necessary arrangements to view the bid form on the Parity System and to access the Parity System 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 the Parity System shall have any duty or obligation to provide or assure access to the Parity System to any prospective bidder, and neither the County nor the Parity System shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, the Parity System. The County is using the Parity System as a communication mechanism, and not as the County's agent, to conduct the electronic bidding for the Bonds. The County is not bound by any advice and determination of the Parity System to the effect that any particular bid complies with the terms of this Official Notice of Sale and, in particular, the bid specifications hereinafter set forth. All costs and expenses incurred by prospective bidders in connection with their registration and submission of bids via the Parity System are the sole responsibility of such bidders and the County shall not be responsible, directly or indirectly, for any such costs 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 the Parity System at (212) 849-5021, and notify the County's Financial Advisor, PFM Financial Advisors LLC, at (786) 671-7480 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 the Parity System shall be at the bidder's risk and expense, and the County shall have no liability with respect thereto. THE BONDS The Bonds will be issued in fully registered, book-entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be October 24, 2018), 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 1 1 A 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 combined into term bonds as described under "STRUCTURE" below. 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, 2029 are subject to redemption in whole or in part, at any time, on or after October 1, 2028, 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 Bonds will be payable from and will be secured by a pledge of and lien upon the Pledged Funds (as defined in the Bond Resolution) which include the Tourist Development Tax Revenues (as defined in the Bond Resolution), and moneys on deposit in certain funds and accounts established under the Bond Resolution, on a parity with any Additional Bonds (as defined in the Bond Resolution) subsequently issued pursuant to the Bond Resolution, all in the manner and to the extent provided in the Bond Resolution and as described in the Preliminary Official Statement. See the Preliminary Official Statement for more information regarding the security for the Bonds. 1 1 A Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table, the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table,including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale and the entire Preliminary Official Statement. Terms of the Bonds Dated Date: Date of Delivery Anticipated Date of Delivery: October 24,2018* Interest Payment Dates: April 1 and October 1,commencing April 1,2019 Principal Payment Dates(October 1): Year* Principal Amount* Interest Calculation: 360-day year of twelve 30-day months Ratings: Moody's: Fitch: Bidding Parameters Sale Date: October 2018* Bidding Method: Parity System All or none vs.Maturity-by-Maturity: All-or-none Bid Award Method: Lowest true interest cost Bid Confirmation: Fax or emailed(PDF)signed Official Confirmation of Bid Bid Award: As soon as practicable on day of sale Good Faith Deposit: $ ; See"GOOD FAITH DEPOSIT"herein Coupon Multiples: 1/8 or 1/20 of 1% Optional Redemption: Yes,on or after October 1,2028 Term Bonds: Yes,at bidder's option. See"STRUCTURE"herein. Maximum Reoffering Price: Maturity Unlimited Aggregate Unlimited Minimum Reoffering Price: Maturity 98% Aggregate 98% Insurance: At bidder's option. See "MUNICIPAL BOND INSURANCE OPTION"herein. Adjustment Parameters Principal Increases: Maturity Unlimited Aggregate 15.0% Principal Reductions: Maturity Unlimited Aggregate 15.0% *Preliminary,subject to change. **May be combined into term bonds. See"STRUCTURE"herein. 1 1 A ADJUSTMENT OF AMOUNTS AND MATURITIES The aggregate principal amount of each maturity of Bonds is subject to adjustment by the County after the receipt and opening of the bids for their purchase. Changes to be made after the opening of the bids will be communicated to the successful bidder directly prior to 8:00 a.m., Eastern Daylight Savings Time on the date following the sale date. The County may cancel the sale of the Bonds or adjust the aggregate principal amount. The County may increase or decrease the principal amount of the Bonds or any maturity thereof by no more than the individual maturity or aggregate principal percentages, if any, shown in the Summary Table. This may include the elimination of one or more maturities. The County will consult with the successful bidder before adjusting the amount of any maturity of the Bonds or canceling the Bonds; however, the County reserves the sole right to make adjustments, within the limits described above, or cancel the sale of the Bonds. Adjustment to the size of the Bonds within the limits described above does not relieve the 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 the Parity System. 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 delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the iia 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 TD Bank, N.A., Cherry Hill, New Jersey, the paying agent and registrar (the "Paying Agent" or 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 Paying Agent 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 by the Paying Agent 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 from PFM Financial Advisors LLC, Financial Advisor to the County, 2222 Ponce de Leon Boulevard, Third Floor, Coral Gables, Florida 33134, telephone: (786) 671-7480, facsimile: (305) 448-7131 or email masvidals@pfm.com. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. The County shall furnish at 1 1 A its expense within seven (7) business days after the Bonds have been awarded to the successful bidder no more than 100 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 D. Certain matters will be passed on for the County by Jeffrey A. Klatzkow, Esq., County Attorney and Bryant Miller Olive P.A., the County's Disclosure Counsel. A legal opinion (or reliance letter thereon) of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, and a legal opinion of Jeffrey A. Klatzkow, Esq., County Attorney, with respect to certain matters concerning the Official Statement will be furnished without charge to the successful bidder at the time of delivery of the Bonds. MUNICIPAL BOND INSURANCE OPTION The purchase of municipal bond insurance, if available, will be at the option and expense of the bidder. The successful bidder will be responsible for the payment of all costs associated with any such insurance, including the premium charged by the insurer. The bidder understands, by submission of its bid, that the bidder is solely responsible for the selection of any insurer and for all negotiations with the insurer as to the premium to be paid. If all or a portion of the Bonds are awarded on an insured basis, reference to the provisions of neither the Bond Resolution nor any other financing document will be altered nor will the County consent to make additional representations, undertakings or warranties. In addition, if the successful bidder is arranging for bond insurance for all or a portion of the Bonds, it also shall provide the amount of the premium to be paid and certification that the present value of the premium is less than the present value of the interest reasonably expected to be saved as a result of the insurance and that the premium does not exceed a reasonable arms-length charge for the transfer of credit risk accomplished through bond insurance. 1 1 A BIDDING PROCEDURE Only electronic bids submitted via the Parity System will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the County will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described under "GENERAL" above. Each electronic bid submitted via the Parity System shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the County. All bids remain firm until an award is made. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) 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 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 1 1 A one of such bidders by lot. Only the final bid submitted by any bidder through the Parity System will be considered. The right reserved to the County shall be final and binding upon all bidders 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, FOR ANY REASON, 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 2:30 p.m., Eastern Daylight Savings Time, on the day of the award. If such deposit is not received by that time, the County may reject such bid and award the Bonds to the bidder that submitted the next best bid in accordance with the terms of the Official Notice of Sale. Wiring instructions for the Good Faith Deposit are as follows: Bank: First Florida Integrity Bank Routing #: 067016325 Acct. Name: Collier County BOCC-Concentration Account Acct. #: 1056407 REF: 2018 Tourist Development Tax Revenue Bonds Closing Attention: Ronald S. Dortch 1 1 A 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 County's Financial Advisor will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder. BLUE SKY The County has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The County agrees to cooperate with the successful bidder, at the bidder's written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary; provided, however, that the County shall not be required to consent to suit or to service of process in any jurisdiction. CERTAIN DISCLOSURE OBLIGATIONS OF THE PURCHASER Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the County containing information with respect to any fee, bonus or gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant. 1 1 A Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder must (1) complete the Truth-in-Bonding Statement provided by Bond Counsel (the form of which is attached hereto as Exhibit A) and (2) indicate whether such bidder has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. ESTABLISHMENT OF ISSUE PRICE The winning bidder shall assist the County in establishing the issue price of the Bonds and shall execute and deliver to the County on or prior to the closing date for the Bonds an "issue price" or similar certificate setting forth the reasonably expected initial offering prices to the public or the actual sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the applicable form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the County and Bond Counsel. The County intends that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds ("competitive sale requirements") because: (1) the County has disseminated this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the County may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the County anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. BY SUBMITTING A BID FOR THE BONDS, A BIDDER REPRESENTS AND WARRANTS TO THE COUNTY THAT THE BIDDER HAS AN ESTABLISHED INDUSTRY REPUTATION FOR UNDERWRITING NEW ISSUANCES OF MUNICIPAL BONDS SUCH AS THE BONDS AND SUCH BIDDER'S BID IS SUBMITTED FOR AND ON BEHALF OF SUCH BIDDER BY AN OFFICER OR AGENT WHO 1 1 A IS DULY AUTHORIZED TO BIND THE BIDDER TO A LEGAL, VALID AND ENFORCEABLE CONTRACT FOR THE PURCHASE OF THE BONDS. Once the bids are communicated electronically via the Parity System to the County, each bid will constitute an irrevocable offer to purchase the Bonds on the terms herein and therein provided. In the event that the competitive sale requirements are not satisfied, the County shall so advise the winning bidder. In such case, the County shall treat the first price at which 10% of a maturity of the Bonds is sold to the public (the "10% test") as the issue price of that maturity, applied on a maturity-by-maturity basis. The winning bidder shall advise the County if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the Bonds. The County will not require bidders to comply with the "hold-the-offering-price rule" set forth in Treasury Regulation Section 1.148-1(f)(2)(ii) and therefore does not intend to use the initial offering price to the public as of the sale date of any maturity of the Bonds as the issue price of that maturity. Bids will not be subject to cancellation in the event that the competitive sale requirements are not satisfied; provided, however, the County reserves the right to reject any and all bids, for any reason, as set forth under "RIGHT OF REJECTION" herein. Bidders should prepare their bids on the assumption that all of the maturities of the Bonds will be subject to the 10% test in order to establish the issue price of the Bonds. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Bonds, the winning bidder agrees to promptly report to the County the prices at which the unsold Bonds of each maturity have been sold to the public. That reporting obligation shall continue, whether or not the closing date for the Bonds has occurred, until the 10% test has been satisfied for each maturity or until all Bonds of that maturity have been sold. By submitting a bid and if the competitive sale requirements are not met, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution 1 1 A agreement to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public, if and for so long as directed by the winning bidder or such underwriter and as set forth in the related pricing wires. Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official Notice of Sale: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract (i.e. this Official Notice of Sale) with the County (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date that the Bonds are awarded by the County to the winning bidder. CONTINUING DISCLOSURE The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix E attached to the Preliminary Official Statement for the Bonds. The covenants 1 1 A have been undertaken by the County in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the Securities and Exchange Commission. CERTIFICATE The County will deliver to the purchaser of the Bonds a certificate of an official of the County, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the County. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue situs for any such action shall be the state courts of the Twentieth Judicial Circuit in and for Collier County, Florida. 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. COLLIER COUNTY, FLORIDA By: /s/Andy Solis Chairman, Board of County Commissioners of Collier County, Florida Dated: September_, 2018 1 1 A EXHIBIT A TRUTH-IN-BONDING STATEMENT October , 2018 Board of County Commissioners of Collier County, Florida Re: Collier County, Florida Tourist Development Tax Revenue Bonds, Series 2018 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 development, acquisition, construction and equipping of a regional tournament caliber amateur sports complex, as more particularly described in the plans and specifications on file with 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 are special limited obligations of the County. The principal source of repayment or security for the Bonds is certain tourist development tax revenues (as described in the Official Statement for the Bonds). Authorizing this debt will result in approximately $ (representing the average annual debt service with respect to the Bonds) of such moneys being used to pay debt service on the Bonds each year for years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory A-1 1 1 A EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE COLLIER COUNTY, FLORIDA TOURIST DEVELOPMENT TAX REVENUE BONDS, SERIES 2018 ISSUE PRICE CERTIFICATE The undersigned, on behalf of (" "), hereby represents and warrants that it has an established industry reputation for underwriting new issuances of municipal bonds and certifies as set forth below with respect to the sale of the above- captioned obligations (the "Bonds"). [Alternate 1 - Competitive Safe Harbor Met] [1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by are the prices listed in Schedule A (the "Expected Offering Prices"). The Expected Offering Prices are the prices for the Maturities of the Bonds used by in formulating its bid to purchase the Bonds. Attached as Schedule B are true and correct copies of the bid provided by to purchase the Bonds and the pricing wire or equivalent communication for the Bonds. (b) was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by constituted a firm offer to purchase the Bonds.] [Alternate 2 - Competitive Sale Requirements Not Met— General Rule to Apply] [1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. Each maturity of the Bonds of which at least 10% of such maturity has not yet been sold to the public (the "Unsold Bonds") is also identified in Schedule A. Attached as Schedule B are true and correct copies of the bid provided by to purchase the Bonds, and the pricing wire or equivalent communication for the Bonds. has and will comply with the requirements set forth under the heading "Establishment of Issue Price Certificate" in the Official Notice of Sale for the Bonds, including reporting on the sale prices of the Unsold Bonds after the date hereof as provided therein.] 2. Defined Terms. (a)Issuer means Collier County, Florida. B-1 1 1 A (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is October , 2018. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents 's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and Certain Other Tax Matters relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Nabors, Giblin &Nickerson, P.A. in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. By: [Name] Dated: October , 2018 B-2 1 1 A SCHEDULE A EXPECTED OFFERING PRICES OR PRICES OF SOLD AND UNSOLD BONDS 1 1 A SCHEDULE B COPY OF UNDERWRITER'S BID AND PRICING WIRE 1 1 A EXHIBIT B FORM OF PRELIMINARY OFFICIAL STATEMENT 1 1 A PRELIMINARY OFFICIAL STATEMENT DATED ,2018 NEW ISSUE-Book-Entry Only See"RATINGS"herein DAC BOND LOGO In the opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida ("Bond Counsel"), under existing statutes, regulations, rulings and court decisions and subject to the conditions described herein under "TAX EXEMPTION," interest on the Series 2018 Bonds is (a) excludable from gross income of the owners thereof for federal income tax purposes except as otherwise described herein under the caption "TAX EXEMPTION,"and(b) not an item of tax preference for purposes of the federal alternative minimum tax. However, it should be noted that such interest is included in adjusted current earnings in calculating corporate alternative minimum taxable income for taxable years beginning prior to January 1, 2018. Such interest also may be subject to other federal income tax consequences referred to herein under "TAX EXEMPTION." See "TAX EXEMPTION" herein for a general discussion of Bond Counsel's opinion and other tax considerations. COLLIER COUNTY,FLORIDA Tourist Development Tax Revenue Bonds, Series 2018 Dated:Date of Delivery Due: October 1,as shown on the inside cover page hereof The Tourist Development Tax Revenue Bonds, Series 2018 (the "Series 2018 Bonds") are being issued by Collier County, Florida (the "County") as fully-registered bonds and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company,New York,New York("DTC"). DTC will act as securities depository for the Series 2018 Bonds. Purchasers of the Series 2018 Bonds will not receive certificates representing their interests in the Series 2018 Bonds purchased. Ownership by the Beneficial Owners(as defined herein) of the Series 2018 Bonds will be evidenced by book-entry only. Principal of, redemption premium, if any, and interest on the Series 2018 Bonds will be paid by TD Bank, N.A., (the "Paying Agent" and "Registrar"), to DTC, which in turn will remit such principal, redemption premium, if any, and interest payments to its participants for subsequent disbursement to the Beneficial Owners of the Series 2018 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2018 Bonds will be made to such registered owner and disbursal of such payments to Beneficial Owners will be the responsibility of DTC and its participants. See "DESCRIPTION OF THE SERIES 2018 BONDS - Book-Entry Only System" herein. Interest on the Series 2018 Bonds is payable semiannually on each April 1 and October 1,commencing April 1,2019. The Series 2018 Bonds are subject to redemption prior to their respective maturities as set forth herein. See"DESCRIPTION OF THE SERIES 2018 BONDS—Redemption of Series 2018 Bonds"herein. The Series 2018 Bonds are authorized pursuant to the Constitution and laws of the State of Florida, including Chapter 125, Florida Statutes, Section 125.0104, Florida Statutes, Ordinance No. 92-60 duly enacted by the Board of County Commissioners of the County (the "Board") on August 18, 1992, as amended and supplemented from time to time,particularly as amended by an Ordinance enacted by the Board on July 11, 2017 (the "Tourist Development Tax Ordinance"), and other applicable provisions of law (collectively, the "Act"), Resolution No. 2017-141 adopted by the Board on July 11,2017, as amended 25694/007/01369090.DOCv5 1 1 A and supplemented from time to time, and as particularly amended and supplemented by Resolution No. 2018-_adopted by the Board on ,2018(collectively,the"Resolution"). The proceeds of the Series 2018 Bonds will be used to (1) finance and/or refinance the cost of the acquisition, construction and equipping of a regional tournament caliber amateur sports complex, as more particularly described herein under "THE 2018 PROJECT", and (2) pay costs of issuance related to the Series 2018 Bonds. The principal and interest on the Series 2018 Bonds will be payable from and will be secured by a lien upon and pledge of(i) Tourist Development Tax Revenues, and (ii)until applied in accordance with the Resolution, all moneys, including investments thereof, in certain funds and accounts created under the Resolution (the "Pledged Funds"). "Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the County from its levy of such tax at the rate of five percent (5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the County, any additional tourist development tax moneys received by the County pursuant to the Act (the "Full TDT Revenues"). "Tourist Development Tax Revenues" shall not include proceeds of any future increases in the tourist development tax above the fifth percent(5th%)received by the County pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued pursuant to the Resolution the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the County may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act, or the County determines that it does not want to utilize or pledge all of the Full TDT Revenues, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in the Supplemental Resolution authorizing the issuance of such Series of Bonds(the"Limited TDT Revenues"). THE SERIES 2018 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 AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO HOLDER OR HOLDERS OF ANY OBLIGATIONS ISSUED UNDER THE RESOLUTION SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH OBLIGATIONS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS 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 make an informed investment decision. THE MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND INITIAL CUSIP NUMBERS ON THE SERIES 2018 BONDS ARE DESCRIBED ON THE INSIDE COVER HEREOF. The Series 2018 Bonds will be offered when,as and if delivered to the Underwriters, subject to the approval of the legality thereof 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. Certain matters relating to disclosure will be passed upon for the County by its Disclosure Counsel,Bryant Miller Olive P.A., Tampa, Florida. 25694/007/01369090.DOCv5 1 1 A PFM Financial Advisors LLC, Coral Gables, Florida is serving as Financial Advisor to the County. It is expected that the Series 2018 Bonds will be available for delivery through DTC on or about ,2018. Electronic bids for the Series 2018 Bonds will be received through Parity Electronic Bid Submission System as described in the Official Notice of Sale. This Official Statement is dated ,2018. *Preliminary,subject to change. 25694/007/01369090.DOCv5 1 1 A MATURITIES,PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS,PRICES AND INITIAL CUSIP NUMBERS COLLIER COUNTY,FLORIDA Tourist Development Tax Revenue Bonds, Series 2018 $ Serial Bonds Maturity Principal Interest Initial CUSIP (October 1)* Amount* Rate Yield Price Number** 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 * Preliminary,subject to change. ** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. *** May be combined into term bonds. See"STRUCTURE"in the Official Notice of Sale. 25694/007/01369090.DOCv5 Ila 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 2018. 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. 25694/007/01369090.DOCv5 1 1 A COLLIER COUNTY,FLORIDA 3339 Tamiami Trail East,Suite 302 Naples,Florida 34112 (239)252-2351 BOARD OF COUNTY COMMISSIONERS Andy Solis,Chairman William L.McDaniel,Jr.,Vice Chairman Donna Fiala,Commissioner Burt L. Saunders,Commissioner Penny Taylor,Commissioner COUNTY MANAGER Leo E.Ochs,Jr. CLERK OF THE CIRCUIT COURT AND COMPTROLLER Crystal K.Kinzel* DIRECTOR OF FINANCE AND ACCOUNTING 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 PFM Financial Advisors LLC Coral Gables,Florida * Crystal K. Kinzel was appointed as Clerk of Courts by Governor Rick Scott in June 2018 following the death of the former Clerk of Courts. She will serve as Clerk of Courts until November 13, 2018, a week after the general election pursuant to which a new Clerk of Courts will be elected. 25694/007/01369090.DOCv5 1 1 A No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any information or to make any representations in connection with the Series 2018 Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2018 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,solicitation or sale. The information set forth herein has been obtained from the County, The Depository Trust Company ("DTC") and other sources that are believed to be reliable,but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters. The Underwriters listed on the cover page hereof have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2018 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2018 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 2018 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 2018 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 2018 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. 25694/007/01369090.D OCv5 1 1 A TABLE OF CONTENTS Paee INTRODUCTION 1 THE 2018 PROJECT 2 DESCRIPTION OF THE SERIES 2018 BONDS 3 General 3 Book-Entry Only System 3 Redemption of Series 2018 Bonds 6 Interchangeability,Negotiability and Transfer 7 Series 2018 Bonds Mutilated,Destroyed,Stolen or Lost 8 SECURITY FOR THE BONDS 9 General 9 Funds and Accounts 9 Construction Fund 10 No Reserve Funding 10 Disposition of Tourist Development Tax Revenues 10 Rebate Fund 14 Investments 14 Additional Bonds 15 DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES 16 PRO-FORMA DEBT SERVICE COVERAGE 23 ESTIMATED SOURCES AND USES OF FUNDS 24 DEBT SERVICE SCHEDULE 25 COLLIER COUNTY GOVERNMENT 26 INVESTMENT POLICY 26 VALIDATION 29 LITIGATION 29 ENFORCEABILITY OF REMEDIES 29 TAX EXEMPTION 30 Opinion of Bond Counsel 30 Internal Revenue Code of 1986 30 Collateral Tax Consequences 30 Other Tax Matters 31 Original Issue Discount 31 Bond Premium 31 AUDITED FINANCIAL STATEMENTS 32 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 32 RATINGS 33 LEGAL MATTERS 33 FINANCIAL ADVISOR 34 UNDERWRITING 34 CONTINUING DISCLOSURE 35 CONTINGENT FEES 36 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 36 AUTHORIZATION OF OFFICIAL STATEMENT 37 25694/007/01369090.DOCv5 1 1 A APPENDIX A- General Information Regarding Collier County,Florida APPENDIX B- Collier County Comprehensive Annual Financial Report For Fiscal Year Ended September 30,2017 APPENDIX C- Composite of the Resolution APPENDIX D- Form of Bond Counsel Opinion APPENDIX E- Form of Continuing Disclosure Certificate 25694/007/01369090.DOCv5 ii 1 1 A OFFICIAL STATEMENT Related to COLLIER COUNTY,FLORIDA Tourist Development Tax Revenue Bonds, Series 2018 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 $ *aggregate principal amount of its Tourist Development Tax Revenue Bonds, Series 2018 (the"Series 2018 Bonds"),in connection with the sale of the Series 2018 Bonds. The County was established in 1923 by the Legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area,it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2017, the County had an estimated population of 360,846. 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 Regarding Collier County, Florida" attached hereto for more information about the County. The Series 2018 Bonds are authorized pursuant to the Constitution and laws of the State of Florida, including Chapter 125, Florida Statutes, Section 125.0104, Florida Statutes, Ordinance No. 92-60 duly enacted by the Board of County Commissioners of the County (the "Board") on August 18, 1992, as amended and supplemented from time to time,particularly as amended by an Ordinance enacted by the Board on July 11, 2017 (the "Tourist Development Tax Ordinance"), and other applicable provisions of law (collectively, the "Act"), Resolution No. 2017-141 adopted by the Board on July 11, 2017, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. 2018-_adopted by the Board on ,2018(collectively,the"Resolution"). The proceeds of the Series 2018 Bonds will be used to (1) finance and/or refinance the cost of the acquisition, construction and equipping of a regional tournament caliber amateur sports complex, and(2) pay costs of issuance related to the Series 2018 Bonds. The principal and interest on the Series 2018 Bonds will be payable from and will be secured by a lien upon and pledge of(i)Tourist Development Tax Revenues, and (ii)until applied in accordance with the Resolution, all moneys, including investments thereof, in certain funds and accounts created under the Resolution (the "Pledged Funds"). "Tourist Development Tax Revenues" shall mean the proceeds of the tourist development tax received by the County from its levy of such tax at the rate of five percent (5%) pursuant to the Tourist Development Tax Ordinance, and, to the extent provided by Supplemental Resolution of the County, any additional tourist development tax moneys received by the County pursuant to the Act (the "Full TDT Revenues"). "Tourist Development Tax Revenues" shall not include Preliminary, subject to change. 25694/007/01369090.DOCv5 1 1 1 A proceeds of any future increases in the tourist development tax above the fifth percent(5th%)received by the County pursuant to the Act, except as otherwise provided by Supplemental Resolution. Notwithstanding the foregoing, in the event a Series of Bonds is issued pursuant to the Resolution the proceeds of which are to be used to finance or refinance a Project for which not all of the tourist development tax proceeds received by the County may be used for the payment of Debt Service on such Series of Bonds pursuant to the Act,or the County determines that it does not want to utilize or pledge all of the Full TDT Revenues, the Tourist Development Tax Revenues with respect to such Series of Bonds shall be those tourist development tax proceeds set forth in the Supplemental Resolution authorizing the issuance of such Series of Bonds(the"Limited TDT Revenues"). THE SERIES 2018 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 AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO HOLDER OR HOLDERS OF ANY OBLIGATIONS ISSUED UNDER THE RESOLUTION SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH OBLIGATIONS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS 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 2018 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 2018 Bonds are set forth in the Resolution, a composite of which is attached as APPENDIX C to this Official Statement. The descriptions of the Series 2018 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 Crystal K. Kinzel*,Clerk of the Circuit Court and Comptroller of Collier County,Collier County Courthouse Annex, 3315 Tamiami Trail East,2nd Floor,Naples,Florida 34112-5324,Phone(239)252-2646. THE 2018 PROJECT The 2018 Project consists of the acquisition, construction and equipping of a regional tournament caliber amateur sports complex complete with eight multi-purpose fields, parking, championship stadium, and a field house with indoor courts and fields in order to attract world class amateur sporting events, all to be located on approximately 110 acres. The 2018 Project shall be funded from proceeds of the Series 2018 Bonds and accumulated tourist development tax revenues. For more information, see "DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES"herein. * Crystal K. Kinzel was appointed as Clerk of Courts by Governor Rick Scott in June 2018 following the death of the former Clerk of Courts. She will serve as Clerk of Courts until November 13, 2018, a week after the general election pursuant to which a new Clerk of Courts will be elected. 25694/007/01369090.DOCv5 2 1 1 A DESCRIPTION OF THE SERIES 2018 BONDS General The Series 2018 Bonds will bear interest at the rates set forth on the inside cover page hereof from the most recent Interest Date,as hereinafter defined,to which interest has been paid or provided for,or,if no interest has been paid, from the date of delivery of the Series 2018 Bonds. Interest on the Series 2018 Bonds will be payable on April 1 and October 1 of each year (the "Interest Dates"), commencing on April 1, 2019. The principal of or Redemption Price, if applicable, on the Series 2018 Bonds is payable upon presentation and surrender of the Series 2018 Bonds at the designated corporate trust office of TD Bank, N.A., (the "Paying Agent" and "Registrar"). Interest on the Series 2018 Bonds shall be payable by check or draft of the Paying Agent, made payable and mailed to the Holder in whose name such Series 2018 Bond shall be registered at the close of business on the date which shall be the fifteenth day(whether or not a business day)of the calendar month next preceding the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of the Series 2018 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. All payments of principal, premium, if applicable, and interest on the Series 2018 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The Series 2018 Bonds are being issued as fully-registered bonds in denominations of$5,000 or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2018 Bonds. Purchasers of the Series 2018 Bonds will not receive certificates representing their interests in the Series 2018 Bonds purchased. Ownership by the Beneficial Owners(as hereinafter defined) of the Series 2018 Bonds will be evidenced by book-entry only. Principal of, redemption premium, if any, and interest on the Series 2018 Bonds will be paid by the Paying Agent to DTC, which in turn will remit such principal, redemption premium,if any, and interest payments to its participants for subsequent disbursement to the Beneficial Owners of the Series 2018 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Series 2018 Bonds will be made to such registered owner and disbursal of such payments to Beneficial Owners will be the responsibility of DTC and its participants. See "DESCRIPTION OF THE SERIES 2018 BONDS - Book-Entry Only System"herein. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE. THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2018 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2018 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2018 BONDS SHALL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2018 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT 25694/007/01369090.DOCv5 3 1 1 A TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2018 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2018 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2018 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2018 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2018 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2018 Bonds. The Series 2018 Bonds will be issued as fully-registered securities registered in the name of Cede&Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2018 Bonds certificate will be issued for each maturity of the Series 2018 Bonds in the aggregate principal amount thereof,and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 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 ("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("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has an S&P Global Inc. ("S&P") rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission (the "SEC"). More information about DTC can be found at www.dtcc.com. Purchases of Series 2018 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2018 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2018 Bondholder ("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 2018 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will 25694/007/01369090.DOCv5 4 1 1 A not receive certificates representing their ownership interests in the Series 2018 Bonds,except in the event that use of the book-entry system for the Series 2018 Bonds is discontinued. To facilitate subsequent transfers, all Series 2018 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee,Cede&Co.,or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2018 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 2018 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2018 Bonds are credited,which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2018 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2018 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example,Beneficial Owners of Series 2018 Bonds may wish to ascertain that the nominee holding the Series 2018 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2018 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures,DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2018 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payment of principal and interest on the Series 2018 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County, on the payment date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in"street name," and will be the responsibility of such DTC Participant and not of DTC or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and redemption proceeds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2018 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor depository is not obtained,the Series 2018 Bonds are required to be printed and delivered. 25694/007/01369090.DOCv5 5 ! 1A 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 2018 Bonds certificates will be printed and delivered to DTC. Redemption of Series 2018 Bonds Optional Redemption. The Series 2018 Bonds maturing on or after October 1,2029 are subject to redemption in whole or in part, at any time, on or after October 1, 2028, in such order of maturities as may be determined by the County (less than all of a single maturity to be selected by lot), at a Redemption Price equal to 100% of the principal amount of the Series 2018 Bonds to be redeemed plus accrued interest to the date fixed for redemption,without premium. Mandatory Redemption. The Series 2018 Bonds maturing on October 1, are subject to mandatory sinking fund redemption, in part by lot, in such manner as the Paying Agent may deem appropriate, prior to maturity on October 1 of each year, at a Redemption Price equal to the principal amount of such Series 2018 Bonds to be redeemed, without premium, plus accrued interest to the date of redemption,in the years and in the amounts as follows: Year Amount * *Maturity Selection of Series 2018 Bonds to be Redeemed. The Series 2018 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 Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Series 2018 Bonds or portions of Series 2018 Bonds to be redeemed shall be selected not more than 45 days prior to the redemption date by the Registrar from the Outstanding 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 2018 Bonds or portions of Series 2018 Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of a Term Bond is to be redeemed the aggregate principal amount to be redeemed shall be allocated to the Amortization Installments on a pro-rata basis unless the County,in its discretion,designates a different allocation. If less than all of the Outstanding Series 2018 Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the County and Paying Agent(if the Registrar is not the Paying Agent for such Bonds)in writing of the Series 2018 Bonds or portions of Series 2018 Bonds selected for redemption and, in the case of any Series 2018 Bond selected for partial redemption, the principal amount thereof to be redeemed. Notice of Redemption. Notice of such redemption, which shall specify the Series 2018 Bond or Series 2018 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 2018 Bonds, (B) shall be mailed first class, postage prepaid,not less than 30 days nor more than 45 days 25694/007/01369090.DOCv5 6 1 1 A prior to the redemption date to all Holders of Series 2018 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 one or more nationally recognized municipal bond information services as hereinafter provided in the Resolution. Failure to mail such notice to such depositories or services or the Holders of the Series 2018 Bonds to be redeemed,or any defect therein,shall not affect the proceedings for redemption of Series 2018 Bonds as to which no such failure or defect has occurred. Such notice shall also be mailed to the Insurer, if any, of such redeemed Series 2018 Bonds. Failure of any Holder to receive any notice mailed as herein provided shall not affect the proceedings for redemption of such Holder's Series 2018 Bonds. The County may provide that redemption will be contingent upon the occurrence of certain condition(s) and that if such condition(s) 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 2018 Bondholders not later than three business days prior to the date of redemption. So long as Cede & Co. is the registered owner of the Series 2018 Bonds, as nominee of DTC, notice of redemption is only required to be given to Cede&Co. Interchangeability,Negotiability and Transfer The following provisions shall only be applicable if DTC's book-entry system of registration is discontinued. Series 2018 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2018 Bonds of the same Series and maturity of any other authorized denominations. The Series 2018 Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in the Resolution and in the Series 2018 Bonds. So long as any of the Series 2018 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 2018 Bonds. Each Series 2018 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 2018 Bond, the County shall issue, and cause to be authenticated, in the name of the transferee a new Series 2018 Bond or Series 2018 Bonds of the same aggregate principal amount and Series and maturity as the surrendered Series 2018 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 Bond shall be registered upon the books of the County as the absolute owner of such Series 2018 Bond, whether such Series 2018 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 25694/007/01369090.DOCv5 7 1 1 A 2018 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 2018 Bond to the extent of the sum or sums so paid and neither the County nor the Registrar nor any Paying Agent or other fiduciary of the County shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Series 2018 Bonds or transferring Series 2018 Bonds is exercised, the County shall execute and deliver Series 2018 Bonds and the Registrar shall authenticate such Series 2018 Bonds in accordance with the provisions of the Resolution. Execution of Series 2018 Bonds by the Chairman and Clerk of the Circuit Court and Comptroller for purposes of exchanging,replacing or transferring Bonds may occur at the time of the original delivery of the Series of which such Series 2018 Bonds are a part. All Series 2018 Bonds surrendered in any such exchanges or transfers shall be held by the Registrar in safekeeping until directed by the County to be cancelled by the Registrar. For every such exchange or transfer of Series 2018 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 2018 Bonds of any Series during the 15 days next preceding an Interest Date on the Series 2018 Bonds of such Series (other than Capital Appreciation Bonds and Variable Rate Bonds),or,in the case of any proposed redemption of Series 2018 Bonds of such Series, then, for the Series 2018 Bonds subject to redemption, during the 15 days next preceding the date of the first mailing of notice of such redemption and continuing until such redemption date. The County may elect to issue any Series 2018 Bonds as uncertificated registered public obligations (not represented by instruments), commonly known as book-entry obligations, provided it shall establish a system of registration therefor by Supplemental Resolution. Series 2018 Bonds Mutilated,Destroyed,Stolen or Lost In case any Series 2018 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 2018 Bond of like tenor as the Series 2018 Bond so mutilated,destroyed,stolen or lost,in exchange and substitution for such mutilated Series 2018 Bond upon surrender and cancellation of such mutilated Series 2018 Bond or in lieu of and substitution for the Series 2018 Bond destroyed, stolen or lost, and upon the Holder furnishing the County and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the County or the Registrar may prescribe and paying such expenses as the County and the Registrar may incur. All Series 2018 Bonds so surrendered shall be cancelled by the Registrar. If any of the Series 2018 Bonds shall have matured or be about to mature,instead of issuing a substitute Series 2018 Bond, the County may pay the same or cause the Series 2018 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2018 Bonds be lost,stolen or destroyed,without surrender thereof. Any such duplicate Series 2018 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 2018 Bond be at any time found by anyone,and such duplicate Series 2018 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Series 2018 Bonds issued pursuant to the Resolution. 25694/007/01369090.DOCv5 8 1 1 A SECURITY FOR THE BONDS General The Series 2018 Bonds and any Additional Bonds hereafter issued in accordance with the Resolution are herein referred to as the "Bonds." The payment of the principal of, redemption premium, if any, and interest on the Bonds is secured equally and ratably by a pledge of and lien upon the Pledged Funds. "Pledged Funds" means (1) the Tourist Development Tax Revenues, and (2) until applied in accordance with the provisions of the Resolution, all moneys,including investments thereof,in the funds and accounts established under the Resolution except (A) for the Unrestricted Revenue Account and the Rebate Fund, and (B) any moneys set aside in a particular subaccount of the Reserve Account if such moneys shall be pledged solely for the payment of the Series of Bonds for which it was established in accordance with the provisions of the Resolution. The Bonds are issued for the purposes of acquiring or constructing improvements described in Section 125.0104(5)(a)1, Florida Statutes, and the County does not currently have any bonds outstanding that were issued for such purposes. THE 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 AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION. NO HOLDER OR HOLDERS OF ANY OBLIGATIONS ISSUED UNDER THE RESOLUTION SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH OBLIGATIONS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. Funds and Accounts The County covenanted and agreed in the Resolution to establish the following funds and accounts: (a) The "Collier County, Florida Tourist Development Tax Revenue Bonds Revenue Fund." The County shall maintain two separate accounts in the Revenue Fund, the"Restricted Revenue Account" and the"Unrestricted Revenue Account." (b) The "Collier County, Florida Tourist Development Tax Revenue Bonds Debt Service Fund" The County shall maintain four separate accounts in the Debt Service Fund, the "Interest Account,"the"Principal Account,"the"Bond Amortization Account,"and the"Reserve Account." (c) The"Collier County,Florida Tourist Development Tax Revenue Bonds Rebate Fund." Moneys in the aforementioned funds and accounts, other than the Rebate Fund and the Unrestricted Revenue Account,until applied in accordance with the provisions of the Resolution,shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. The County may at any time and from time to time appoint one or more depositories to hold,for the benefit of the Bondholders, any one or more of the funds, accounts and subaccounts established by 25694/007/01369090.DOCv5 9 1 1 A the Resolution. Such depository or depositories shall perform at the direction of the County the duties of the County in depositing, transferring and disbursing moneys to and from each of such funds and accounts as set forth in the Resolution, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the County and its agent and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and be qualified under applicable State law as a depository. Notwithstanding the foregoing,none of the aforementioned funds and accounts is required to be established prior to the time any such fund or account is required to be funded or otherwise utilized pursuant to the Resolution. Construction Fund The County covenanted and agreed in the Resolution to establish a special fund to be known as the "Collier County, Florida Tourist Development Tax Revenue Bonds Construction Fund," which shall be used only for payment of the Cost of a Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of the Project in the manner provided in the Resolution, shall be held in trust by the County and shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of such Holders. No Reserve Funding The Reserve Account Requirement which is applicable to the Series 2018 Bonds is equal to zero ($0). The Series 2018 Bonds shall not be secured by any other account or subaccount hereafter established in the Reserve Account. Disposition of Tourist Development Tax Revenues (A) Upon receipt, the County shall deposit the Tourist Development Tax Revenues into the Restricted Revenue Account. Moneys in this account shall be deposited or credited on or before the 25th day of each month in the following manner and order of priority: (1) Interest Account. There shall be deposited to the Interest Account an amount which shall be sufficient to pay one-sixth (1/6) of the interest becoming due on all Bonds Outstanding (except as to Capital Appreciation Bonds) on the next succeeding Interest Date. With respect to the initial Interest Date following the issuance of a Series of Bonds, the County shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such Interest Date,of the interest becoming due on such Bonds on the initial Interest Date. Moneys in the Interest Account shall be used to pay interest on the Bonds as and when the same become due, whether by redemption or otherwise, and for no other purpose. All Hedge Receipts and Federal Subsidy Payments shall be deposited directly to the Interest Account upon receipt.With respect to interest on Bonds which the County has determined are subject to a Hedge Payment, interest on such Bonds during the term of the Qualified Hedge Agreement shall be deemed to include the corresponding Hedge Payments. Moneys in the Interest Account shall be applied by the County (a) for deposit with the Paying Agent to pay the interest on the Bonds on or prior to the date the same shall become due, whether by maturity, redemption or otherwise, and (b) for Hedge 25694/007/01369090.DOCv5 10 1 1 A Payments. Any Federal Subsidy Payments deposited to the Interest Account shall be deemed to have been applied to the payment of interest on the Federal Subsidy Bonds to which such Payments relate. The County shall adjust the amount of the deposit to the Interest Account not later than a month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming due on such Interest Date. No further deposit need be made to the Interest Account when the moneys therein are equal to the interest coming due on the Outstanding Bonds on the next succeeding Interest Date.With respect to debt service on any Bonds which are subject to a Qualified Hedge Agreement, any Hedge Payments due to the Counterparty to such Qualified Hedge Agreement relating to such Bonds shall be paid to the Counterparty to such Qualified Hedge Agreement on a parity basis with the aforesaid required payments into the Debt Service Fund. In computing the interest on Variable Rate Bonds which shall accrue during a calendar month, the interest rate on such Variable Rate Bonds shall be assumed to be (A)if such Variable Rate Bonds have been Outstanding for at least 24 months prior to the commencement of such calendar month, the highest average interest rate borne by such Variable Rate Bonds for any 30-day period, and (B) if such Variable Rate Bonds have not been Outstanding for at least 24 months prior to the date of calculation,the Bond Buyer Revenue Bond Index most recently published prior to the commencement of such calendar month. (2) Principal Account. Commencing in the month which is one year prior to the first principal due date(or if the first principal due date is less than one year from the date of issuance of the Bonds, the month immediately following the issuance of the Bonds), the County shall next deposit into the Principal Account an amount which shall be sufficient to pay one-twelfth (1/12) of the principal on Serial Bonds outstanding next due. With respect to the initial principal payment date following the issuance of a Series of Bonds, the County shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such principal payment date, of the principal becoming due on such Bonds on the initial principal payment date. Moneys in the Principal Account shall be applied by the County for deposit with the Paying Agent to pay the principal of the Bonds on or prior to the date the same shall mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable from the Principal Account in the years in which such Bonds mature and monthly payments into the Principal Account on account of such Bonds shall commence in the twelfth month immediately preceding the maturity date of such Bonds. The County shall adjust the amount of the deposit to the Principal Account not later than the month immediately preceding any principal payment date so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds becoming due on such principal payment date. No further deposit need be made to the Principal Account when the moneys therein are equal to the principal coming due on the Outstanding Bonds on the next succeeding principal payment date. (3) Bond Amortization Account. Commencing in the month which is one year prior to any Amortization Installment due date, there shall be deposited or credited to the Bond Amortization Account an amount which shall be sufficient to pay one-twelfth (1/12) of the Amortization Installment next due. With respect to the initial Amortization Installment date following the issuance of a Series of Bonds, the County shall deposit each month an amount which shall be sufficient to pay a fraction, the numerator of which is 1 and the denominator of which is the number of months until such Amortization Installment date, of the Amortization Installment for such Amortization Installment date. Moneys in the Bond Amortization Account 25694/007/01369090.DOCv5 11 1 1 A shall be used to purchase or redeem Term Bonds in the manner provided in the Resolution or as provided by Supplemental Resolution, and for no other purpose. Term Capital Appreciation bonds shall be payable from the Term Bonds Redemption Account in the years in which such Bonds mature and monthly payments into the Bond Amortization Account on account of such Bonds shall commence in the twelfth month immediately preceding the due date of the related Amortization Fund Installments.The County shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay the Amortization Installments on the Bonds coming due on such date. No further deposit need be made to the Bond Amortization Account when the moneys therein are equal to the Amortization Installments coming due on the Outstanding Bonds on the next succeeding Amortization Installment due date. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment (together with amounts accumulated in the Interest Account with respect to interest, if any, on the Term Bonds for which such Amortization Installment was established) may be applied by the County, on or prior to the sixtieth (60th) day preceding the due date of such Amortization Installment, (a) to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established at a price not exceeding par plus accrued interest, or (b) to the redemption at the applicable Redemption Prices of such Term Bonds, if then redeemable by their terms at a price not exceeding par plus accrued interest. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the sixtieth (60th) day preceding the due date of any such Amortization Installment, the County shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.03 hereof, Term Bonds of the Series and maturity for which such Amortization Installment was established (except in the case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The County shall pay out of the Bond Amortization Account and the Interest Account to the appropriate Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption(or for the payment of such Term Bonds then maturing),and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the County from the Restricted Revenue Fund. (4) Reserve Account. There shall next be deposited to the Reserve Account an amount which would enable the County to restore the funds on deposit in the Reserve Account to an amount equal to the Reserve Account Requirement applicable thereto. All deficiencies in the Reserve Account must be made up no later than 12 months from the date such deficiency first occurred, whether such shortfall was caused by an increase in the applicable Reserve Account Requirement, a decrease in the aggregate market value of the investments therein of more than five percent (5%) or withdrawal (whether from cash or a Reserve Account Insurance Policy or Reserve Account Letter of Credit). On or prior to each principal payment date and Interest Date for the Bonds (in no event earlier than the 25th day of the month next preceding such payment date), moneys in the Reserve Account shall be applied by the County to the payment of the 25694/007/01369090.DOCv5 12 1 1 A principal of or Redemption Price,if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and Bond Amortization Account shall be insufficient for such purposes. Whenever there shall be surplus moneys in the Reserve Account by reason of a decrease in the Reserve Account Requirement or a result of a deposit in the Reserve Account of a Reserve Account Letter of Credit or a Reserve Account Insurance Policy, such surplus moneys, to the extent practicable, shall be deposited by the County into the Restricted Revenue Account and applied as directed by Bond Counsel. The County shall promptly inform each*Insurer and Credit Bank of any draw upon the Reserve Account for purposes of paying the principal of and interest on the Bonds. Upon issuance of any Series of Bonds under the Resolution, the County shall, fund the Reserve Account in an amount at least equal to the applicable Reserve Account Requirement in accordance with the Resolution. Whenever the amount of cash in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay all Outstanding Bonds in accordance with their terms (including principal or applicable Redemption Price and interest thereon), the funds on deposit in the Reserve Account may be transferred to the other Accounts of the Debt Service Fund for the payment of the Bonds. (5) Unrestricted Revenue Account. The balance of any moneys after the deposits required by subparagraphs (1) through (4) above may be transferred, at the discretion of the County, to the Unrestricted Revenue Account or any other appropriate fund and account of the County and may be used for any lawful purpose; including, without limitation, the early redemption of Bonds. In the event moneys on deposit in the Interest Account and the Principal Account on the third day prior to an Interest Date are not sufficient to pay the principal of and interest on the Bonds coming due on such Interest Date, the County shall transfer moneys from the Unrestricted Revenue Account,if any,to the appropriate Account of the Debt Service Fund to provide for such payment. Any moneys remaining in the Unrestricted Revenue Account on each Interest Date may be used for any lawful purpose in accordance with the Act. (B) The County, in its discretion, may use moneys in the Principal Account, the Bond Amortization Account and the Interest Account to purchase or redeem Outstanding Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the County's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. (C) On or before the date established for payment of any principal of or interest on the Bonds, the County shall withdraw from the appropriate Account of the Debt Service Fund sufficient moneys to pay such principal or interest and deposit such moneys with the Paying Agent.Such deposits with the Paying Agent shall be made in moneys available to make payments of the principal of and interest on the Bonds as the same becomes due. (D) In the event the County shall issue a series of Bonds secured by a Credit Facility, the County may establish such separate subaccounts in the Interest Account, the Principal Account and the Bond Amortization Account to provide for payment of the principal of and interest on such Series as may be required by the Credit Facility Provider; provided one Series of Bonds shall not have preference in payment from Pledged Funds over any other Series of Bonds. The County may also deposit moneys in 25694/007/01369090.DOCv5 13 1 1 A such subaccounts at such other times and in such other amounts from those provided in the Resolution as shall be necessary to pay the principal of and interest on such Bonds as the same shall become due, all as provided by the Supplemental Resolution authorizing such Bonds. In the case of Bonds secured by a Credit Facility, amounts on deposit in any subaccounts established for such Bonds may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Facility Provider for amounts drawn under such Credit Facility to pay the principal of or redemption price, if applicable, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the Holders thereof for payment. Rebate Fund Amounts on deposit in the Rebate Fund shall be held in trust by the County and used solely to make required rebates to the United States (except to the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. For any Series of Bonds for which the rebate requirements of Section 148(f) of the Code are applicable, the County agrees to undertake all actions required of it in its arbitrage certificate relating to such Series of Bonds. (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 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, Credit Bank or Insurer from time to time as shall be necessary, in the opinion of Bond Counsel,to comply with the provisions of the Code. Investments Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund, the Restricted Revenue Account and the Debt Service Fund,other than the Reserve Account,may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed for the purposes of such Fund or Account. Moneys on deposit in the Reserve Account may be invested and reinvested in Authorized Investments which mature no later than ten (10) years from the date of investment. All investments shall be valued at market at least annually as of September 30 of each year. Any and all income received by the County from the investment of moneys in the Construction Fund, the Interest Account, the Principal Account, the Bond Amortization Account, the Restricted 25694/007/01369090.DOCv5 14 1 1 A Revenue Account and the Reserve Account (to the extent such income and the other amounts in the Reserve Account does not exceed the Reserve Account Requirement), shall be retained in such respective Fund or Account. Any and all income received by the County from the investment of moneys in the Reserve Account (only to the extent such income and other amounts in the Reserve Account exceeds the Reserve Account Requirement)shall be deposited in the Interest Account. Nothing contained in the Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under the Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. Additional Bonds The County may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing or refinancing the Costs of a Project, or the completion thereof, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the County or any other indebtedness of the County that it may lawfully refund with proceeds of Bonds. No such Additional Bonds shall be issued unless (1) no Event of Default (as specified in the Resolution) shall have occurred and be continuing under the Resolution and(2)the following conditions are complied with: (A) Except as otherwise provided (D) below, there shall have been obtained and filed with the County a certificate of an Authorized Issuer Officer: (1) stating that he or she has examined the books and records of the County relating to the Tourist Development Tax Revenues which have been received by the County; (2) setting forth the amount of the Full TDT Revenues and the Limited TDT Revenues, if any, received by the County during any twelve (12) consecutive months designated by the County within the twenty-four (24) months immediately preceding the date of delivery of such Additional Bonds with respect to which such statement is made; and (3) stating that (a) the aggregate amount of such Full TDT Revenues received by the County during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all Bonds then Outstanding and such Additional Bonds with respect to which such statement is made, and (b)if such Additional Bonds are to be secured by Limited TDT Revenues only, the aggregate amount of such Limited TDT Revenues received by the County during the aforementioned 12 month period equals at least 2.00 times the Maximum Annual Debt Service on all then Outstanding Bonds that are secured by such Limited TDT Revenues and such Additional Bonds with respect to which such statement is made. Such report may be partially based upon a certification of certain matters related to the calculation of the Maximum Annual Debt Service by the Issuer's Financial Advisor. (B) An Authorized Issuer Officer shall certify in writing that the County is in compliance in all material respects with the provisions of the Tourist Development Tax Ordinance. (C) In the event the County, by Supplemental Resolution, extends the pledge of the Tourist Development Tax Revenues created pursuant to the Resolution to include additional tourist development tax proceeds, then for the purposes of determining whether there are sufficient Tourist Development Tax Revenues to meet the coverage test specified in (A) above, an Authorized issuer Officer may adjust the amount of Tourist Development Tax Revenues which were received during the applicable 12 consecutive month period to take into account the additional tourist development tax proceeds that were or would have been received during the 12 consecutive month period. 25694/007/01369090.DOCv5 15 1 1 A (D) For the purpose of determining the Debt Service, the interest rate on Additional Bonds that are proposed to be as Variable Rate Bonds shall be deemed to be the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (E) For the purpose of determining the Debt Service, the interest rate on Outstanding Variable Rate Bonds (not subject to a Qualified Hedge Agreement) shall be deemed to be (i) if such Variable Rate Bonds have been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the highest of (a) the actual rate of interest borne by such Variable Rate Bonds on the date of sale, and (b) the average interest rate borne by such Variable Rate Bonds during the 12 month period preceding the date of sale, or (ii) if such Variable Rate Bonds have not been Outstanding for at least 12 months prior to the date of sale of such Additional Bonds, the higher of (a) the actual rate of interest borne by the Variable Rate Bonds on the date of sale,and(b) the Bond Buyer Revenue Bond Index most recently published prior to the sale of such Additional Bonds. (F) Additional Bonds shall be deemed to have been issued pursuant to the Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of the Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to the Resolution. Except as otherwise provided in the Resolution, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other; provided, however, that the County shall include a provision in any Supplemental Resolution authorizing the issuance of Variable Rate Additional Bonds that in the event the principal thereof is accelerated due to such Bonds being held by the Credit Facility Provider, the lien of any accelerated debt due and owing such Credit Facility Provider on the Pledged Funds shall be subordinate in all respects to the pledge of the Pledged Funds created by the Resolution. (G) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of (A) above shall not apply, provided that the issuance of such Additional Bonds shall result in a reduction of aggregate debt service. The conditions of(A) above shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES Pursuant to Section 125.0104(3)(b), Florida Statutes, counties may levy and impose a tourist development tax within their boundaries on the exercise of the taxable privilege described in Section 125.0104(3)(a), Florida Statutes. It is the intent of the Florida Legislature that every person who rents, leases or lets for consideration any living quarters or accommodations in any hotel, apartment hotel, motel, resort motel, apartment, apartment motel, roominghouse, mobile home park, recreational vehicle park, condominium, or timeshare resort for a term of six months or less, subject to certain exemptions described in Chapter 212,Florida Statutes,is exercising a taxable privilege. 25694/007/01369090.DOCv5 16 1 1 A The person receiving the consideration for such rental or lease shall receive, account for, and remit the tax to the County Tax Collector at the time and in the manner provided for persons who collect and remit taxes under Section 212.03(2), Florida Statutes. The same duties and privileges imposed by Chapter 212, Florida Statutes, upon dealers in tangible property, respecting the collection and remission of tax, the making of returns, the keeping of books, records and accounts, and compliance with the rules of the Florida Department of Revenue (the "FDOR") in the administration of said chapter shall apply to and be binding upon all persons who are subject to the provisions of the Tourist Development Tax Ordinance. Collections received by the County Tax Collector, less the costs of administration shall be paid and returned, on a monthly basis to the County for use by the County and shall be placed in the County's Tourist Development Trust Fund in accordance with the County's tourist development plan. The tourist development plan may not be substantially amended except by ordinance enacted by an affirmative vote of a majority plus one additional member of the Board. Any person who is taxable who fails or refuses to charge and collect from the person paying any rental or lease such tourist development taxes, either by himself or through his agents or employees, shall, in addition to being personally liable for the payment of such taxes,be guilty of a misdemeanor of the first degree, punishable as provided in Sections 775.082 or 775.083, Florida Statutes. Such tourist development taxes shall constitute a lien on the property of the lessee, customer, or tenant in the same manner as, and shall be collectible as are, liens authorized and imposed in Sections 713.67, 713.68 and 713.69,Florida Statutes. The County levies each of the First Cent, the Second Cent, the Third Cent, the Fourth Cent and the Fifth Cent(all as hereinafter defined). The revenues of all such cents are pledged to secure the Bonds, only to the extent permitted by the Act. See"VALIDATION"herein. Pursuant to Section 125.0104(3)(c), Florida Statutes, counties are authorized to levy a tourist development tax at a rate of up to 2% on the exercise of the taxable privilege described above if it was approved by referendum, as required by Section 125.0104(6),Florida Statutes (the "First Cent and Second Cent"). The County has imposed such 2% tourist development tax. Pursuant to Section 125.0104(3)(d), Florida Statutes, counties are authorized to levy an additional tourist development tax at a rate of 1%if there was either extraordinary approval of their respective governing boards, or referendum approval (the "Third Cent"), provided the First Cent and the Second Cent had been levied for at least three years prior to the imposition of the Third Cent. The County has imposed such 1% additional tourist development tax. The County must use the First Cent,Second Cent and Third Cent for the following purposes: (a) To acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate, or promote one or more: (i) publicly owned and operated convention centers, sports stadiums, sports arenas, coliseums, or auditoriums within the boundaries of the County or special taxing district in which the tax is levied, (ii) auditoriums that are publicly owned and open to the public,but operated by an organization that is exempt from federal taxation and within the boundaries of the County or special taxing district in which the tax is levied, or 25694/007/01369090.DOCv5 17 1 1 A (iii) aquariums or museums that are publicly owned and operated or owned and operated by nonprofit organizations and open to the public,within the boundaries of the County or special taxing district in which the tax is levied. (b) To promote zoological parks that are publicly owned and operated or owned and operated by not-for-profit organizations and open to the public. (c) To promote and advertise tourism in the State,nationally, and internationally. However, if the tax revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event must have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity,service,venue, or event to tourists. (d) To fund convention bureaus, tourist bureaus, tourist information centers, and news bureaus as county agencies or by contract with the chambers of commerce or similar associations in the county. This may include any indirect administrative costs for services performed by the County on behalf of the promotion agency. (e) To finance beach park facilities or beach improvement, maintenance, renourishment, restoration, and erosion control, including shoreline protection, enhancement, cleanup, or restoration of inland lakes and rivers to which there is public access as those uses relate to the physical preservation of the beach, shorelines, or inland lake or river. However, any funds identified by a county as the local matching source for beach renourishment, restoration, or erosion control projects included in the long- range budget plan of the state's Beach Management Plan,pursuant to Section 161.091,Florida Statutes,or funds contractually obligated by a county in the financial plan for a federally authorized shore protection project may not be used or loaned for any other purpose. In counties of fewer than 100,000 population,up to 10 percent of tourist development tax revenues may be used for beach park facilities. Pursuant to Section 125.0104(3)(1), Florida Statutes, counties are authorized to levy an additional tourist development tax at a rate of 1%if there is approval by a majority vote of such county's governing board (the "Fourth Cent," the proceeds of which are referred to herein as "Fourth Cent Revenues"). The County has imposed such 1%additional tourist development tax. Fourth Cent Revenues may be used to: (a) Pay the debt service on bonds issued to finance the construction, reconstruction, or renovation of a professional sports franchise facility, or the acquisition, construction, reconstruction, or renovation of a retained spring training franchise facility,either publicly owned and operated,or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds. (b) Pay the debt service on bonds issued to finance the construction, reconstruction, or renovation of a convention center,and to pay the planning and design costs incurred prior to the issuance of such bonds. (c) Pay the operation and maintenance costs of a convention center for a period of up to ten (10) years. Only counties that have elected to levy the tax for the purposes authorized in paragraph (b) above may use the tax for the purposes enumerated in this paragraph. Any county that elects to levy the tax for the purposes authorized in paragraph(b) after July 1,2000,may use the proceeds of the tax to pay the operation and maintenance costs of a convention center for the life of the bonds. 25694/007/01369090.DOCv5 18 1 1 A (d) Promote and advertise tourism in the State and nationally and internationally;however, if Fourth Cent Revenues are expended for an activity,service,venue,or event,the activity,service,venue, or event shall have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity,service,venue, or event to tourists. A county levying the Fourth Cent may not expend any ad valorem revenues for such construction,reconstruction, or renovation. Pursuant to Section 125.0104(3)(n),Florida Statutes,a county which has imposed the Fourth Cent, is authorized to levy an additional tourist development tax at a rate up to 1% if there is a majority plus one vote of the governing board of such county (the "Fifth Cent," the proceeds of which are referred to herein as "Fifth Cent Revenues"). The County has imposed such 1% additional tourist development tax. Fifth Cent Revenues may be used for the following purposes: (a) Pay the debt service on bonds issued to finance: (i) The construction,reconstruction,or renovation of a facility either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility, and to pay the planning and design costs incurred prior to the issuance of such bonds for a new professional sports franchise as defined in Section 288.1162,Florida Statutes. (ii) The acquisition, construction, reconstruction, or renovation of a facility either publicly owned and operated, or publicly owned and operated by the owner of a professional sports franchise or other lessee with sufficient expertise or financial capability to operate such facility,and to pay the planning and design costs incurred prior to the issuance of such bonds for a retained spring training franchise. (b) Promote and advertise tourism in the State and nationally and internationally;however, if Fifth Cent Revenues are expended for an activity, service, venue, or event, the activity, service, venue, or event shall have as one of its main purposes the attraction of tourists as evidenced by the promotion of the activity,service,venue,or event to tourists. A county that imposes the Fifth Cent may not expend any ad valorem tax revenues for the acquisition, construction, reconstruction, or renovation of a facility for which such Fifth Cent Revenues are used pursuant to subparagraph(a). Pursuant to Section 125.0104(3)(f) and the Tourist Development Tax Ordinance, the tourist development tax shall be charged by the person receiving the consideration for the lease or rental,it shall be collected from the lessee,tenant,or customer at the time of payment of the consideration for such lease or rental,and it becomes County funds at the moment of collection. The tax shall not apply to any person who has entered into a bona fide written lease for longer than six (6) months in duration for continuous residence at any one (1) hotel, motel, apartment house, multiple unit structure (e.g., duplex, triplex, quadraplex,condominium),rooming house,tourist,or mobile home court,single-family dwelling,garage apartment,beach house or cottage, cooperatively owned apartment,condominium unit parcel, or mobile home. In determining whether a lease agreement is bona fide,the county will examine pertinent factors, including, but not limited to, the following: whether the amount of rent provided for the lease is 25694/007/01369090.DOCv5 19 1 1 A comparable to prevailing market rental rates,and whether the tenant occupied the premises for the entire term of the lease. The County Tax Collector takes on this responsibility within the County. Pursuant to the County's Tourist Development Tax Ordinance, the Tourist Development Tax Revenues received by the County shall be used to fund the County's Tourist Development Plan in accordance with the following: (a) The Board may utilize Tourist Development Tax Revenues for all expenditures authorized by law, and may specifically utilize Fund 195 (TDT Beach Renourishment Fund) to fund pass and inlet maintenance, and all funding allocations of Tourist Development Tax Revenues must be conducted in compliance with Section 125.0104,Florida Statutes. (b) The Board may utilize a portion of Tourist Development Tax Revenues to pay for authorized administrative costs. (i) Tourism promotion administrative costs shall not exceed 32% of the total amount collected each fiscal year for Destination Promotion revenue. This amount may be amended upwardly or downwardly each budget year provided that the amount of the budget does not exceed 32%of the total revenue for Destination Promotion. (ii) Project Management, Indirect Overhead, and Program Administration in support of Fund 195 (TDT Beach Renourishment Fund) and Fund 183 (TDT Beach Park Facilities Fund) shall not exceed 15% of revenue for Beaches. This amount may be amended upwardly or downwardly each budget year provided that the amount of the budget does not exceed 15%of the total revenue for Beaches. (c) Tourist Development Tax Revenues may be pledged to secure and liquidate revenue bonds in accordance with the provisions of Section 125.0104, Florida Statutes. Such revenue bonds and revenue refunding bonds may be authorized and issued in such principal amounts, with such interest rates and maturity dates, and subject to such other terms, conditions and covenants as the Board shall provide. This paragraph shall be full and complete authority for accomplishing such purposes, but such authority shall be supplemental and additional to, and not in derogation of, any powers now existing or later conferred under law. (d) In the event bonds are issued by the County for any of the purposes enumerated by the Tourist Development Plan, the amount of Tourist Development Tax Revenues used to pay debt service on such bonds may exceed the percentages provided for the purpose for which such bonds were issued;provided,however, the maximum annual debt service on such bonds, together with any other obligations of the County which were issued to finance improvements for the same purpose and which are secured by Tourist Development Tax Revenues, must not exceed the stated percentage of Tourist Development Tax Revenues provided in the Tourist Development Plan for such purposes, as calculated as of the date of sale of such bonds. For purposes of performing the calculations described in this paragraph, the amount of Tourist Development Tax Revenues shall be assumed to be the amount provided as such in the County's immediately preceding annual audit,plus,if the levy of such tax was imposed or increased subsequent to the beginning of the period which was audited, an amount equal to the estimate by the County Manager of the moneys the County would have received 25694/007/01369090.DOCv5 20 1 1 A if the tax imposition or increase had been in effect during the entire audit period. At or prior to the issuance of bonds the County Manager shall provide a certificate as to the findings required in this paragraph, which certificate shall be conclusive as to all matters provided herein. The County's current tourist development plan provides for the following distributions of TDT Revenues: Distribution Distribution of First of Fourth Distribution Overall Category Description through Cent of Fifth Cent Distribution Third Cent Beaches Beach Park 5.968% 0% 0% 3.58% Facilities Beaches Beach 64.961 0 0 38.98 Renourishment, Pass and Inlet Maintenance Total 70.929% 0% 0% 42.56% Beaches Promotion Destination and 13.086 100 28.571 33.57 Promotion Administration Promotion Amateur Sports 0 0 71.429 14.28 Complex/Debt Total 13.086% 100% 100% 47.85% Promotion Museums County 12.809 0 0 7.68 Museums Museums Non-County 3.176 0 0 1.91 Museums Total 15.985% 0% 0% 9.59% Museums Notwithstanding the amateur sports allocation described in the table above, in the event the amounts derived from such allocation are insufficient to pay debt service on the Series 2018 Bonds or any Additional Bonds hereafter issued, the County can and will, pursuant to the terms of the Tourist Development Tax Ordinance and the Bond Resolution,use other TDT Revenues to pay debt service as outlined in paragraph(d) above. The County Tax Collector shall be responsible for the collection and administration of the tourist development tax. Collections received by the Tax Collector shall be placed in the County Tourist Development Trust Fund. The amount of administrative costs retained by the Tax Collector shall be negotiated annually, but shall not exceed three percent of the tourist development tax collected. The remainder of the tax collected shall be submitted to the County on a monthly basis. If the Tax Collector 25694/007/01369090.DOCv5 21 1 1 A retains less than three percent of the tax collected for administrative costs, the County may retain an amount up to three percent for administrative costs provided the aggregate amount retained by the County and the tax collector does not exceed three percent of the tax collected. All tourist development taxes collected pursuant to the Tourist Development Tax Ordinance are remitted to the Tax Collector. In addition to criminal sanctions, the Tax Collector is empowered and it is his or her duty, when any tourist development tax becomes delinquent or is otherwise in jeopardy under the Tourist Development Tax Ordinance, to issue a warrant for the full amount of the tax due or estimated to be due, with the interest, penalties, and cost of collection, directed to all and singular the sheriffs of the State, and must record the warrant in the public records of the County, and the amount of the warrant becomes a lien of any real or personal property of the taxpayer in the same manner as a recorded judgment. The Tax Collector may issue a tax execution to enforce the collection of tourist development taxes imposed and deliver it to the Sheriff. The Sheriff shall thereupon proceed in the same manner as prescribed by law for executions and shall be entitled to the same fees for his services in executing the warrant to be collected. The Tax Collector may also have a writ of garnishment issued regarding any goods, money, chattels, or effects of the delinquent dealer which are in the hands, possession, or control of a third person based on an indebtedness owed to the delinquent dealer by the third person, to enforce collection of the taxes in the manner provided by law. Upon payment of the execution, warrant,judgment, or garnishment, the tax collector shall satisfy the lien of record within 30 days. The following table sets forth the prior five-years of collections of Tourist Development Tax Revenues in the County. Statement of Historical Tourist Development Tax Revenues Fiscal Year Tourist Annual Ended Development Percentage September 30 Tax Revenues Increase 2013 $16,183,377 -- 2014 19,136,960 18.3% 2015 21,188,190 10.7 2016 21,838,332 3.0 2017 21,961,389 0.6 Source: Collier County Clerk of Courts Finance Department. Unaudited collections of Tourist Development Tax Revenues for the eight months ended May 31, 2018 equal$22,504,253, which represents a 27.5%increase/decrease as compared to Tourist Development Tax Revenues which were received by the County for the same eight months in the previous fiscal year. This increase is due, in part, to the enactment of Ordinance 2017-35 in which the County approved the collection of the Fifth Cent which was effective as of September 1,2017. The total amount of Tourist Development Tax Revenues collected within the County is subject to increase or decrease on account of events,including but not limited to (i) legislative changes resulting in an increase or decrease in the base upon which tourist development taxes are levied,(ii)potential impacts on tourism resulting from slow economic recovery in Florida and nationwide, and (iii) changes in the 25694/007/01369090.DOCv5 22 1 1 A rental rates,volume and usage of those living quarters and accommodations subject to the levy of tourist development taxes, which is affected by changes in tourist and convention destinations and economic conditions. PRO-FORMA DEBT SERVICE COVERAGE The following table shows estimated pro-forma debt service coverage for the Series 2018 Bonds. Historical Tourist Development Tax Revenues and Pro Forma Debt Service Coverage) Fiscal Year Ended September 30 2013 2014 2015 2016 2017 Tourist Development Tax Revenues(2) $16,183,377 $19,136,960 $21,188,190 $421,838,332 $21,961,389 Maximum Annual Debt Service(3) 3,750,000 3,750,000 3,750,000 3,750,000 3,750,000 Pro Forma Debt Service Coverage 432% 510% 565% 582% 586% (1) Unaudited. (2) There is no assurance that historical Tourist Development Tax Revenues collected within the County are indicative of Tourist Development Tax Revenues expected to be received by the County in future years. The total amount of Tourist Development Tax Revenues collected within the County is subject to increase or decrease due to a number of factors as further described in "DESCRIPTION OF TOURIST DEVELOPMENT TAX REVENUES"herein. (3) Maximum Annual Debt Service,for this purpose,is shown in the period it accrues rather than the period in which it is paid and includes the maximum annual debt service on the Series 2018 Bonds based upon plan of finance limiting debt service for the 2018 Bonds to such amount in any year. The actual annual debt service will be included in the final Official Statement. See "DEBT SERVICE SCHEDULE" herein for more information regarding actual debt service on the Series 2018 Bonds. Source: Collier County Clerk of Courts Finance Department. [Remainder of page intentionally left blank] 25694/007/01369090.DOCv5 23 1 1 A ESTIMATED SOURCES AND USES OF FUNDS The following sets forth the estimated sources and uses of the Series 2018 Bond proceeds: SOURCES OF FUNDS Proceeds of Series 2018 Bonds $ Plus/Less Net Original Issuance Premium TOTAL SOURCES OF FUNDS $ USES OF FUNDS Deposit to Series 2018 Project Account in Construction Fund $ Costs of Issuance(') TOTAL USES OF FUNDS $ (1) Includes Underwriters' discount, legal and financial advisory fees, printing costs, rating agency fees,and other miscellaneous expenses. [Remainder of page intentionally left blank] 25694/007/01369090.DOCv5 24 1 1 A DEBT SERVICE SCHEDULE The table below sets forth the annual debt service requirements with respect to the Series 2018 Bonds. Bond Year Ending Debt October 1 Principal Interest Service TOTAL 25694/007/01369090.DOCv5 25 1 1 A COLLIER COUNTY GOVERNMENT The County was established in 1923 by the Legislature of the State from portions of Lee and Monroe Counties. Its territorial limits, as they presently exist, contain approximately 2,026 square miles. In terms of land area,it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2017, the County had an estimated population of 360,846. Principal industries within the County include wholesale and retail trade, tourism, medical services, agriculture, forestry, fishing, cattle ranching and construction. Additional general information with respect to the County is set forth in "APPENDIX A — General Information Regarding Collier County,Florida"attached hereto. INVESTMENT POLICY The moneys held in the funds and accounts under the Resolution may only be invested in Authorized Investments (as defined in the Resolution). The investment of surplus funds is currently governed by the provisions of the County's Investment Policy, established by the Board under Section 218, Florida Statutes. The policy authorizes investment of surplus public funds in the permitted investments described in Section 218.415,Florida Statutes. Pursuant to a Board resolution, the Clerk of the Circuit Court and Comptroller of Collier County and Clerk to the District(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. U.S. Treasury&Government Guaranteed-U.S.Treasury obligations,and obligations the principal and interest of which are backed or guaranteed by the full faith and credit of the U S. Government. 2. Federal Agency/GSE - Debt obligations, participations or other instruments issued or fully guaranteed by any U.S. Federal agency, instrumentality or government-sponsored enterprise(GSE). 3. Corporates — U.S. dollar denominated corporate notes, bonds or other debt obligations issued or guaranteed by a domestic corporation,financial institution,non-profit, or other entity. 4. Municipals — Obligations, including both taxable and tax-exempt. issued or guaranteed by any State, territory or possession of the United States, political subdivision, public corporation, authority, agency board, instrumentality or other unit of local government of any State or territory. 5. Agency Mortgage Backed Securities - Mortgage-backed securities (MBS), backed by residential, multi-family or commercial mortgages, that are issued or fully guaranteed as to principal and interest by a U.S. Federal agency or government sponsored enterprise, 25694/007/01369090.DOCv5 26 1 1 A including but not limited to pass-throughs, collateralized mortgage obligations (CMOs) and REMICs. 6. Non-Negotiable Certificate of Deposits-Non-negotiable interest bearing time certificates of deposit, or savings accounts in banks organized under the laws of this state or in national banks organized under the laws of the United States and doing business in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act,Chapter 280,Florida Statutes. 7. Depository Bank Account Now accounts in banks organized under the laws of this state or in national banks organized under the laws of the United States and doing business in this state, provided that any such deposits are secured by the Florida Security for Public Deposits Act,Chapter 280,Florida Statutes. 8. Commercial Paper — U.S. dollar denominated commercial paper issued or guaranteed by a domestic corporation, company, financial institution, trust or other entity,induding both unsecured debt and asset-backed programs. 9. Repurchase Agreements - Repurchase agreements (Repo or RP) that meet the following requirements: a. Must be governed by a written SIFMA Master Repurchase Agreement which specifies securities eligible for purchase and resale, and which provides the unconditional right to liquidate the underlying securities should the Counterparty default or fail to provide full timely repayment. b. Counterparty must be a Federal Reserve Bank, a Primary Dealer as designated by the Federal Reserve Bank of New York, or a nationally chartered commercial bank. c. Securities underlying repurchase agreements must be delivered to a third party custodian under a written custodial agreement and may be of deliverable or tri- party form. Securities must be held in the County's custodial account or in a separate account in the name of the County. d. Acceptable underlying securities include only securities that are direct obligations of,or that are fully guaranteed by,the United States or any agency of the United States,or U.S.Agency-backed mortgage related securities. e. Underlying securities must have an aggregate current market value of at least 102% (or 100% if the counterparty is a Federal Reserve Bank) of the purchase price plus current accrued price differential at the close of each business day. f. Final term of the agreement must be 1 year or less. 10. Money Market Funds - Shares in open-end and no-load money market mutual funds provided such funds are registered under the Investment Company Act of 1940 and operate in accordance with Rule 2a-7. 11. Fixed-Income Mutual Funds - Shares in open-end and no-load fixed-income mutual funds whose underlying investments would be permitted for purchase under this policy and all its restrictions. 25694/007/01369090.DOCv5 27 1 1 A 12. Local Government Investment Pools — State, local government or privately-sponsored investment pools that are authorized pursuant to state law. 13. The Florida Local Government Surplus Funds Trust Funds("Florida Prime"). General Investment and Portfolio Limits 1. General investment limitations: a Investments must be denominated in U S dollars and issued for legal sate in U.S. markets. b. Minimum ratings are based on the highest rating by any one Nationally Recognized Statistical Ratings Organization ("NRSRO"), unless otherwise specified. c. All limits and rating requirements apply at time of purchase. d. Should a security fall below the minimum credit rating requirement for purchase, the Clerk will notify the Board .e The maximum maturity (or average life for MBS/ABS) of any Investment is 5 years. Maturity and average life are measured from settlement date. The final maturity date can be based on any mandatory call,put,pre-refunding date,or other mandatory redemption date. 2. General portfolio limitations: a. The maximum effective duration of the aggregate portfolio is 3 years. 3. Investment in the following are permitted, provided they meet all other policy requirements: a. Callable, step-up callable, called, pre-refunded puttable and extendable securities. as long as the effective final maturity meets the maturity limits for the sector. b. Variable-rate and floating-rate securities. c. Subordinated secured and covered debt, if it meets the ratings requirements for the sector. d. Zero coupon issues and strips, excluding agency mortgage-backed Interest-only structures(I/Os). e. Treasury TIPS 4. The following are NOT PERMITTED investments, unless specifically authorized by statute and with prior approval of the governing body: a. Trading for speculation. b. Derivatives (other than callables and traditional floating or variable-rate instruments). c. Mortgage-backed interest-only structures(I/Os). d. Inverse or leveraged floating-rate and variable-rate instruments. e. Currency, equity, index and event-linked notes (e.g. range notes), or other structures that could return less than par at maturity. 25694/007/01369090.DOCv5 28 1 1 A f. Private placements and direct loans, except as may be legally permitted by Rule 144A or commercial paper issued under a 4(2)exemption from registration. g. Convertible,high yield,and non-U.S. dollar denominated debt. h. Short sales. i. Use of leverage. j. Futures and options. k. Mutual funds, other than fixed-income mutual funds and ETFs, and money market funds. 1. Equities,commodities,currencies and hard assets. Any and all exceptions to the investment policy require a vote of the majority of Board. Furthermore,the Board may revise the aforementioned investment policy from time to time. VALIDATION On October 20,2017,the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida entered a final judgment validating the Series 2018 Bonds. No appeal was taken with respect to such final judgment. LITIGATION There is no pending or, to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2018 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the pledge of the Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The County experiences other claims, litigation, and various legal proceedings which, individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the County. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2018 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 2018 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2018 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX C — Composite of the Resolution" attached hereto for a description of events of default and remedies. 25694/007/01369090.DOCv5 29 1 1 A TAX EXEMPTION Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as APPENDIX D hereto, the interest on the Series 2018 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax under existing statutes, regulations, rulings and court decisions. However, it should be noted that solely for taxable years beginning before January 1, 2018, such interest is taken into account in determining adjusted current earnings of certain corporations for the purpose of computing the alternative minimum tax on such corporations. Failure by the County to comply subsequently to the issuance of the Series 2018 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to requirements regarding the use, expenditure and investment of Series 2018 Bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2018 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 2018 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 2018 Bonds,including,among other things,restrictions relating to the use or investment of the proceeds of the Series 2018 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2018 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2018 Bonds being included in gross income for federal income tax purposes retroactive to their date of issuance. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2018 Bonds. Prospective purchasers of the Series 2018 Bonds should be aware that the ownership of the Series 2018 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2018 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 2018 Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2018 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2018 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 2018 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 2018 25694/007/01369090.DOCv5 30 1 1 A BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2018 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2018 Bonds should consult their own tax advisors as to the income tax status of interest on the Series 2018 Bonds in their particular state or local jurisdictions. During prior 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 2018 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2018 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 2018 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 2018 Bonds. Original Issue Discount Certain of the Series 2018 Bonds(the"Discount Bonds")are being offered and sold to the public at an original issue discount, which is the excess of the principal amount of the Discount Bonds over 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 the Discount Bonds of the same maturity was sold. Original issue discount represents interest which is excluded from gross income for federal income tax purposes to the same extent as interest on the Series 2018 Bonds. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded semi-annually. An initial purchaser who acquires a Discount Bond at the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he holds such Discount Bonds and will increase its adjusted basis in such Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and prepayment, sale or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, prepayment or other disposition of such Discount Bonds and with respect to the state and local tax consequences of owning and disposing of such Discount Bonds. Bond Premium Certain of the Series 2018 Bonds (the "Premium Bonds") are being offered and sold to the public at an amortizable bond premium, which is the excess of the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of the underwriters or wholesalers over the principal amount of such Premium Bond, at which price a substantial amount of such Premium Bonds of the same maturity was sold. Such amortizable bond premium is not deductible 25694/007/01369090.DOCv5 31 1 1 A 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 (or in the case of certain Premium Bonds callable prior to maturity, the amortization period and yield must be determined on the basis of the earliest call date that results in the lowest yield on the 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. The federal income tax consequences of the purchase, ownership and sale or other disposition of Premium Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. AUDITED FINANCIAL STATEMENTS The general purpose financial statements of the County for the fiscal year ending September 30, 2017 of Clifton Larson Allen LLP, Naples, Florida (the "Auditor") are included in "APPENDIX B—Collier County Comprehensive Annual Financial Report For Fiscal Year Ended September 30,2017"hereto. Such statements speak only as of September 30, 2017. The consent of the County's auditor to include in this Official Statement the aforementioned report was not requested, and such report of the County is provided only as publicly available documents. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Official Statement or the information presented herein. The County expects the Comprehensive Annual Financial Report for the fiscal year ended September 30, 2017 to be available prior to the delivery of the Series 2018 Bonds, to be included in a supplement to this Official Statement. The Series 2018 Bonds are payable solely from Pledged Funds 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 District. See "SECURITY FOR THE BONDS" herein. Such Comprehensive Annual Financial Report is presented for general information purposes only. 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. 25694/007/01369090.DOCv5 32 1 1 A 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 2018 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. RATINGS Moody's Investors Service, Inc. and Fitch Ratings, Inc. have assigned underlying ratings of " " and" ,"respectively,to the Series 2018 Bonds. Such rating agencies may have obtained and considered information and material which have not been included has not been included in this Official Statement. Generally, the rating agencies base their ratings on information and material so furnished and on investigations, studies and assumptions made by them. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies,or any of them,if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2018 Bonds. Securities rating is not a recommendation to buy, sell or hold securities. The Underwriters and the County have undertaken no responsibility after issuance of the Series 2018 Bonds to assure the maintenance of the rating or to oppose any such revision or withdrawal. An explanation of the significance of the ratings can be received from the rating agencies, at the following addresses: Fitch Ratings, Inc.,One State Street Plaza, New York,New York 10004 and Moody's Investors Service,Inc.,99 Church Street,New York,New York 10007. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2018 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 Bond Counsel Opinion")will be available at the time of delivery of the Series 2018 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 2018 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriter of the Series 2018 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 2018 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 2018 Bonds. 25694/007/01369090.DOCv5 33 1 1 A 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. FINANCIAL ADVISOR PFM Financial Advisors LLC,Coral Gables,Florida,is serving as Financial Advisor to the County with respect to the issuance and sale of the Series 2018 Bonds. The Financial Advisor assisted in the preparation of the Official Statement and in other matters relating to the planning, structuring and issuance of the Series 2018 Bonds and provided other advice. The Financial Advisor will not engage in any underwriting activities with regard to the issuance and sale of the Series 2018 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement and are not obligated to review or ensure compliance with continuing disclosure undertakings. PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. UNDERWRITING and (collectively, the "Underwriters") have agreed to purchase the Series 2018 Bonds at an aggregate purchase price of $ , which includes net original issue [premium/discount] of $ and an Underwriters' discount of $ . The Underwriters' obligations are subject to certain conditions precedent described in a bond purchase agreement with the County, and the Underwriters will be obligated to purchase all of the Series 2018 Bonds if any Series 2018 Bonds are purchased. The Series 2018 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2018 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time,by the Underwriters. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage services. Certain of the Underwriters and their respective affiliates have,from time to time,performed,and may in the future perform,various financial advisory and investment banking services for the County,for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities(or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans)for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the County. The Underwriters and their respective affiliates may also communicate independent investment recommendations,market color or trading ideas and/or publish or express independent research views in 25694/007/01369090.DOCv5 34 1 1 A respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire,long and/or short positions in such assets,securities and instruments. CONTINUING DISCLOSURE The County has covenanted for the benefit of the Series 2018 Bondholders to provide certain financial information and operating data relating to the County and the Series 2018 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 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board ("MSRB"). The County has agreed to file notices of certain enumerated material events,when and if they occur,with the Repository. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX E - Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the County prior to the issuance of the Series 2018 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 2018 Bonds, no party, other than the County, is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The County fully anticipate satisfying all future disclosure obligations required pursuant to the Rule. The County has entered into a contract with Digital Assurance Certification, LLC to provide continuing disclosure dissemination agent services for all of its outstanding bond issues. Further, in order to demonstrate its continued commitment to continuing disclosure best practices, the County has included disclosure of several non-material instances of late filings in this Official Statement in the interest of being transparent. All relate to bond insurer ratings upgrades and/or downgrades. The bond insurer upgrades and/or downgrades occurred on the following dates: March 18, 2014 and May 21,2014. All such bond insurer rating changes filings have since been made as it relates to bond issues that remain outstanding as of the date hereof. The underlying ratings upgrade of the Water and Sewer Revenue Bonds, Series 2006 on June 4, 2014 by Fitch was filed promptly as required by the related continuing disclosure undertaking, but not within 10 business days. It was filed 3 business days late on June 23, 2014. In summary, the County does not believe that the disclosures described in this paragraph to be material in complying with any prior agreements to provide continuing disclosure information pursuant to the Rule. 25694/007/01369090.DOCv5 35 1 1 A 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 2018 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters(including the fees of their counsel) to be paid by the County are each contingent upon the issuance of the Series 2018 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 2018 Bonds, the security for the payment of the Series 2018 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 Crystal K. Kinzel*, Clerk of the Circuit Court and Comptroller of Collier County,Collier County Courthouse Annex,3315 Tamiami Trail East,2^d Floor,Board Minutes and Records Department,Naples,Florida 34112-5324,phone(239)252-2646 or the County's Financial Advisor, PFM Financial Advisors LLC,255 Alhambra Circle,Suite 404,Coral Gables,Florida 33134. 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 2018 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] * Crystal K. Kinzel was appointed as Clerk of Courts by Governor Rick Scott in June 2018 following the death of the former Clerk of Courts. She will serve as Clerk of Courts until November 13, 2018, a week after the general election pursuant to which a new Clerk of Courts will be elected. 25694/007/01369090.DOCv5 36 11A 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 2018 Bonds, the County will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book-entry only system of registration and the information contained under the caption "TAX EXEMPTION" and as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2018 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: Chairman,Board of County Commissioners of Collier County,Florida Approved as to form and legal sufficiency: By: County Attorney 25694/007/01369090.DOCv5 37 1 1 A APPENDIX A GENERAL INFORMATION REGARDING COLLIER COUNTY,FLORIDA 25694/007/01369090.DOCv5 1 1 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. General Information The County was established in 1923 by the Legislature of the State of Florida (the "State") from portions of Lee and Monroe Counties. Its territorial limits,as they presently exist,contain approximately 2,026 square miles. In terms of land area,it is the largest county in the State. The County is located on the southwest coast of the Florida peninsula directly west of the Miami-Fort Lauderdale area. In 2017, the County had an estimated population of 360,846. 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 Andy Solis Chairman November,2018 William L.McDaniel,Jr. Vice Chairman November,2020 Donna Fiala Commissioner November,2020 Burt L. Saunders Commissioner November,2020 Penny Taylor Commissioner November,2018 County Manager The chief administrative official of the County is the County Manager. This official is directly responsible to the Board for administration and operation of four administrative divisions under the Board and for execution of all Board policies. The County Manager directs the administrative divisions for Growth Management, Public Services, Public Utilities, and Administrative Services. The County Manager is also responsible to the Board for the preparation of budgets and for the control of expenditures of departments under his supervision throughout the budget year. Budget Process The County Manager's Director of Corporate, Financial and Management Services (the "Director") initiates the budget planning process in January with budget policy discussions among key members of the fiscal and administrative leadership team. These discussions culminate in the presentation and adoption of budget policy and guidance by the Board in February. County division 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 25694/007/01369090.DOCv5 A-1 1 1 A 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, 2018 was adopted by the Board on September 28, 2017. Final millage rates are adopted, usually by late September, and the County's Tax Collector prepares tax bills for mailing on or after November 1. Upon valid adoption, all expenditures in the budget constitute appropriations, and amendments to the budget can be made only in accordance with the provisions of Chapter 129, Florida Statutes,and such chapter provides that expenditures in excess of total fund budgets are unlawful. Annual Audit Florida law requires that an annual post audit be completed by independent certified public accountants retained by the County. The County retained the firm of Clifton Larson Allen LLP, Naples, Florida, to undertake the audit for the fiscal year ended September 30,2017. The Comprehensive Annual Financial Report for the fiscal year ended September 30, 2017 appears in APPENDIX B attached to this Official Statement. The Governmental Accounting Standards Board (GASB) issued Statement No. 68, "Accounting and Financial Reporting for Pensions" ("GASB No. 68") — an amendment to GASB Statement No. 27, "Accounting for Pensions by State and Local Governmental Employers", which is effective for the County's fiscal year ended September 30,2017. For a more complete description of GASB No. 68 and its effect on the County's financial reporting,see"—Florida Retirement System"below. Population The County has experienced rapid population growth in recent decades. The following table presents historical and projected population growth for the County, the State, and the United States for the period of 1960 to 2020: POPULATION TRENDS Population Population United Population County Percentage State Percentage States Percentage Population Increase Population Increase Population Increase 1960 15,753 - - 4,951,560 - 179,323,175 1970 38,040 141.5% 6,791,418 37.1% 203,302,031 13.4% 1980 85,971 126.0 9,746,961 43.5 226,504,825 11.4 1990 152,099 76.9 12,938,071 32.7 250,410,000 10.6 2000 251,377 65.3 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* 384,400 19.6 21,326,800 13.4 322,742,000 4.5 *Estimates on County and State population use medium estimates of population growth. Source: University of Florida, Bureau of Economic and Business Research, Population Program, unpublished data. Census data from U.S.Bureau of Census. 25694/007/01369090.DOCv5 A-2 1 1 A Most of the growth of Collier County is due to migration. The estimated median age of the County's population was 48.5 years according to the Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30,2017. COLLIER COUNTY EMPLOYMENT BY MAJOR INDUSTRY Industry Establishments Employees Retail Trade 1,622 21,584 Accommodation and Food Services 903 20,672 Health Care and Social Assistance 1,123 19,217 Construction 1,980 15,094 Administrative and Waste Services 1,183 9,587 Educational Services 119 7,650 Arts,Entertainment,and Recreation 275 8,271 Other Services(except Public Administration) 1,314 6,215 Professional and Technical Service 1,931 5,491 Public Administration 59 5,705 Agriculture,Forestry,Fishing and Hunting 98 3,720 Real Estate and Rental and Leasing 1,221 3,989 Finance and Insurance 683 4,037 Manufacturing 297 3,840 Wholesale Trade 434 3,525 Transportation and Warehousing 267 2,207 Information 177 1,368 Management of Companies and Enterprises 145 366 Utilities 23 193 Mining 7 43 Unclassified Establishments 119 73 Source: Florida Research and Economic Information Database Application, Labor Market Statistics, Quarterly Census of Employment and Wages Program. 25694/007/01369090.DOCv5 A-3 1 1 A COLLIER COUNTY EMPLOYMENT (2008-2017) State of County Florida Labor Unemployment Unemployment Year Force Employment Unemployment Rate Rate 2008 148,368 137,814 10,554 7.1% 6.3% 2009 143,337 127,434 15,903 11.1 10.4 2010 145,349 128,427 16,922 11.6 11.1 2011 148,810 133,729 15,081 10.1 10.0 2012 152,851 139,903 12,948 8.5 8.5 2013 155,486 144,508 10,978 7.1 7.2 2014 160,130 150,596 9,534 6.0 6.3 2015 163,488 154,976 8,512 5.2 5.5 2016 169,288 161,411 7,877 4.7 4.8 2017 171,979 164,974 7,005 4.1 4.2 Source: Florida Research and Economic Information Database Application,Labor Market Statistics,Local Area Unemployment Statistics Program. BUILDING PERMIT ACTIVITIES IN COLLIER COUNTY (2008-2017) Single Multi- Residential Year Family Units Family Units Valuation('> 2008 658 366 $233,805 2009 558 310 200,991 2010 747 513 284,339 2011 866 320 272,942 2012 1,149 304 313,259 2013 1,540 817 448,610 2014 2,195 722 630,402 2015 2,611 954 795,923 2016 2,788 782 875,143 2017 2,615 846 688,050 (1) Valuation in thousands of dollars. Source: Collier County,Florida Finance Department. 25694/007/01369090.DOCv5 A-4 1 1 A Agriculture Agriculture is a dominant factor in the economy of the County. Rainfall averages about 52 inches annually with most of the precipitation occurring during the late spring and summer. The high yearly rainfall and year-round mild temperature enable agriculture to be a productive sector of the County economy. The agricultural industry represents 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. Activity at this airport mainly consists of charter flights and general aviation. Air service at the Southwest Florida International Airport near Fort Myers, 35 miles north of Naples, reaches many major cities. In addition, the County owns and operates three public airports: the Marco Island Executive Airport and the Immokalee and Everglades City Airparks. Educational System The County school system serves more than 47,000 students in 48 schools, including six 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. Florida Southwestern State College's main campus in Fort Myers, with a branch campus in Naples, offers technical training as well as college preparation for students. In August of 2003, Ave Maria University, a private Catholic University located within the County, began admitting students. The University offers bachelor's degrees in biology, classics, economics, history, literature, mathematics, music, philosophy, politics and theology. Pre-professional programs are offered in pre-law, pre-medicine and pre-business. Although not located within the County, Florida Gulf Coast University, the tenth college in the State University System, is operating in Lee County,immediately north of the County. 25694/007/01369090.DOCv5 A-5 1 1 A 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 715 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 201 beds. The Collier County Health Department operates in every community in the County under the direction of a licensed physician and with a staff of trained specialists, including public health workers, nurses,sanitarians and clinical psychologists. COLLIER COUNTY FINANCIAL AND ECONOMIC DATA (Fiscal Years 2008-2017) (Unaudited) Per Bank Fiscal Percent Capita Deposits Year Population Increase/(Decrease) Income (000's) 2008 332,854 -- $57,446 $11,026 2009 333,032 0.1 63,276 11,690 2010 331,800 (0.4) 62,559 9,981 2011 321,520 (3.1) 60,049 N/A 2012 323,785 0.7 59,264 N/A 2013 329,849 1.9 60,391 N/A 2014 339,642 3.0 64,872 N/A 2015 348,777 2.7 73,869 N/A 2016 353,936 1.5 78,473 N/A 2017 360,846 2.0 84,101 N/A N/A=Data not currently available Source: Collier County Comprehensive Annual Financial Report for Fiscal Year Ending September 30, 2017. 25694/007/01369090.DOCv5 A-6 1 1 A O y cnaj v , o 0 0 0 0 0 0 0 0 0 a) V ou 0 V o 0 0 0 0 0 0 0 0 0 0 p" dv 'jO m c) in m O, r1 m en -t in rn r< >�,, - ,0 m O\ \O 00 O O1 N m N w0 X c —• CO N N e-i \O 00 O, . COm O -+ , 0) 0) iC cs .0 O O ,-.Z.,- cri ,O c r c•f ,D ,D 4 ici 43.) CJ cC 'cM 00 O O ,-1 ,D N cnN ,--( 4 v cn +" u X ft ,--c CO 00 N N O, ,-+ m m m L4 }i .4 d FM., > ,--i te- O\ O \O O; M N, cci 0 b �. H �] 00 n n `O n O, O OO " a - O 61 sa.C c� oA --F-• �+ v v i in N ON, 00Nn p r l O E- O� .N-+ .1! d! d! d ,moi ,,-+ .�-+ •O 6CU 01 N 4 GA E-1 Q 4 d G d d G G d 4 d 'O w c6. v• X ›, v Id W CU ,--+ N O, N O ,-+ N inN m > cri V ✓ O T- C) 00 Cr,rN in j N N O ONO Oo, v CU 7.1 W 0 da N O O N N L� L� 00 O� i., ..O (n ez ,O '. N . m O i CO O, CO O cC +- • �.l vim, H an C to ,O O, d+ N O\ Lt) o ,0 0 bA bq n 0 7C > N 00 Q\ ,-+ c0 00 O �y O c6 .`n-, • C O O o d CO n ,c ,D in Ln ,0 ,O N CO .� "O � z N H � v w ft Sl' O p 6J •., C) 0O E"c U N 7/ d ,O O ,r N .-a Cr, 00 ,D tn ( Ov • >" d n In ,D ,-1 d'+ N ,0 O m c0 9 0 Ug 4z y a 00 1-1 rn � O, o N in O, 61 Cie Q d ea `n cX0 N N N M M O G1 i. Q a >+ 7 o FOj F X Ln n 00 N� i ) d Nn N N O\ 'E A V • H 0 ro w W co o a; 05 co 00 00 0o a: o; °• o d UO .; o b 2 e t O W Q 2 0 v N O O N 00 00 Lf) O, m d+ ft •.. A .. Q) O N N ,--+ r. ,� r+ ,--i N X O V i. 4-0 00 c�}+ ,� w ✓ r7 vt, O0, N in O CO �� O Q..' .n cC cn d z ya'•, O O, ems+ ,O N. O N. ,•- W O c� C7 vim, > cn N M ' IIf) ''G+ "4, ON OO, 0000 Lmf) 'z1 v . d v P-, � NN NNNNNNNNN czA. y v v a 4) 1::: o d 0\ M N C ON, N N. N. ,00 n v .4 > I. ur •�; 4 O, O Ln ,O O, O, m s.0 ..O 0 cl) .� 0. 61 d ' in 0 N N N.O. cc/ E v) 0 -0 00 D\ m C\ d+ n O\ ,--+ O\ O v1 v, v U Ln 1 0 bz) 0_, 00 000 N. VD VD VD n N. OO, cC v w �. 0 O R O O Q It's o t 0 O 0 y -0 O v H Q" 6J Ya era v .-r .m. g0 t. v .� 00 Q\ 0 ,--+ N m cM Lf) \O N. O O C) C O O o 0 0 O O 0 0 0 C y Grr > W N N N N N N N N N N Qj p v) Cn '' rn d cn N 1 1 A The following table contains the property tax rates for the last ten fiscal years. COLLIER COUNTY,FLORIDA PROPERTY TAX RATES-ALL DIRECT AND OVERLAPPING GOVERNMENTS(1) (Fiscal Years 2006-2015) (Unaudited) Collier County Other Special Debt County Fiscal General Revenue Service School Independent Year Fund Funds Funds Total District Districts Total 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 2011 3.5645 0.6926 0.1580 4.4151 5.6990 1.3299 11.4440 2012 3.5645 0.7627 0.0877 4.4149 5.5270 1.2202 11.1621 2013 3.5645 0.7555 0.0926 4.4126 5.5760 1.2395 11.2281 2014 3.5645 0.5873 0.0074 4.1592 5.6900 1.2228 11.0720 2015 3.5645 0.5860 0.0077 4.1582 5.5800 1.1853 10.9235 2016 3.5645 0.5856 0.0071 4.1572 5.4800 1.1331 10.7703 2017 3.5645 0.6030 0.0293 4.1968 5.1220 1.1832 10.5020 (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, 2017. Property Tax Reform Millage Rollback Legislation. In 2007, the State Legislature adopted a property tax plan which significantly impacted ad valorem tax collections for State local governments (the "Millage Rollback Legislation"). One component of the Millage Rollback Legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 Fiscal Year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in Fiscal Year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent(0%to 9%). In addition,the Rollback Legislation also limited how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. A local government may override certain portions of these requirements by a supermajority,and for certain requirements,a unanimous vote of its governing body. Constitutional Exemptions. Certain exemptions from property taxes have been enacted. Constitutional exemptions include, but are not limited to, property owned by a municipality and used exclusively by it for municipal or public purposes, certain household goods and personal effects to the value fixed by general law, certain locally approved community and economic development ad valorem 25694/007/01369090.DOCv5 A-8 1 1 A tax exemptions to new businesses and expansions of existing businesses, as defined by general law and historic preservation ad valorem tax exemptions to owners of historic properties, $25,000 of the assessed value of property subject to tangible personal property tax, the assessed value of solar devices or renewable energy source devices subject to tangible personal property tax may be exempt from ad valorem taxation, subject to limitations provided by general law, and certain real property dedicated in perpetuity for conservation purposes, including real property encumbered by perpetual conservation easements or by other perpetual conservation protections,as defined by general law. Limitation on Increase in Assessed Value of Property. The State Constitution limits the increases in assessed just value of homestead property to the lower of(1)three percent of the assessment for the prior year or (2) the percentage change in the Consumer Price Index for all urban consumers, U.S. City Average, all items 1967=100, or successor reports for the preceding calendar year as initially reported by the United States Department of Labor, Bureau of Labor Statistics. The accumulated difference between the assessed value and the just value is known as the "Save Our Homes Benefit." Further, any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January 1 of the year following the year of sale or change of status; new homestead property shall be assessed at just value as of January 1 of the year following the establishment of the homestead;and changes, additions,reductions or improvements to the homestead shall initially be assessed as provided for by general law. Owners of homestead property may transfer up to$500,000 of their Save Our Homes Benefit to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their Save Our Homes Benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. For all levies other than school district levies, assessment increases for specified nonhomestead real property may not exceed ten percent (10%) of the assessment for the prior year. This assessment limitation is, by its terms, to be repealed effective January 1, 2019; however, the legislature by joint resolution has proposed an amendment abrogating such repeal, which is required to be submitted to the electors of this state for approval or rejection at the general election of 2018 and, if approved, shall take effect January 1,2019. Homestead Exemption. In addition to the exemptions described above, the State Constitution also provides for a homestead exemption. Every person who has the legal title or beneficial title in equity to real property in the State and who resides thereon and in good faith makes the same his or her permanent residence or the permanent residence of others legally or naturally dependent upon such person is eligible to receive a homestead exemption of up to$50,000. The first$25,000 applies to all property taxes, including school district taxes. The additional exemption,up to$25,000, applicable to the assessed value of the property between $50,000 and $75,000, applies to all levies other than school district levies. A person who is receiving or claiming the benefit of an ad valorem tax exemption or a tax credit in another state where permanent residency,or residency of another legally or naturally dependent upon the owner, is required as a basis for the granting of that ad valorem tax exemption or tax credit is not entitled to the homestead exemption. 25694/007/01369090.DOCv5 A-9 1 1 A In addition to the general homestead exemption described in this paragraph, the following additional homestead exemptions are authorized by State law: Certain Persons 65 or Older. A board of county commissioners or the governing authority of any municipality may adopt an ordinance to allow an additional homestead exemption equal to (i) of up to $50,000 for persons age 65 or older with household income that does not exceed the statutory income limitation of$20,000(as increased by the percentage increase in the average cost of living index each year since 2001) or (ii) the assessed value of the property with a just value less than$250,000, as determined the first tax year that the owner applies and is approved,for any person 65 or older who has maintained the residence as his or her permanent residence for not less than 25 years and whose household income does not exceed the statutory income. The County enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. In addition, veterans 65 or older who are partially or totally permanently disabled may receive a discount from tax on homestead property if the disability was combat related and the veteran was honorably discharged upon separation from military service. The discount is a percentage equal to the percentage of the veteran's permanent, service-connected disability as determined by the United States Department of Veteran's Affairs. The County has not enacted an ordinance providing for the exemption from County ad valorem taxes described in this paragraph. Deployed Military Personnel. The State Constitution provides that by general law and subject to certain conditions specified therein, each person who receives a homestead exemption who was a member of the United States military or military reserves, the United States Coast Guard or its reserves, or the Florida National Guard;and who was deployed during the preceding calendar year on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature shall receive an additional exemption equal to a percentage of the taxable value of his or her homestead property. The applicable percentage shall be calculated as the number of days during the preceding calendar year the person was deployed on active duty outside the continental United States, Alaska, or Hawaii in support of military operations designated by the legislature divided by the number of days in that year. Certain Active Duty Military and Veterans. A military veteran who was honorably discharged,is a resident of the State, and who is disabled to a degree of 10% or more because of misfortune or while serving during wartime may be entitled to a$5,000 reduction in the assessed value of his or her property. This exemption is not limited to homestead property. A military veteran who was honorably discharged with a service-related total and permanent disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available to disabled veterans confined to wheelchairs. Under certain circumstances, the veteran's surviving spouse may be entitled to carry over these exemptions. Certain Totally and Permanently Disabled Persons. Real estate used and owned as a homestead by a quadriplegic, less any portion used for commercial purposes, is exempt from all ad valorem taxation. Real estate used and owned as a homestead by a paraplegic,hemiplegic,or other totally and permanently disabled person, who must use a wheelchair for mobility or who is legally blind,is exempt from taxation if the gross household income is below statutory limits. Survivors of First Responders. Any real estate that is owned and used as a homestead by the surviving spouse of a first responder(law enforcement officer, correctional officer,firefighter,emergency 25694/007/01369090.DOCv5 A-10 1 1 A medical technician or paramedic), who died in the line of duty may be granted a total exemption on homestead property if the first responder and his or her surviving spouse were permanent residents of the State on January 1 of the year in which the first responder died. Recent Amendments Relating to Ad Valorem Taxation. In the 2016 legislative session, several amendments were passed affecting ad valorem taxation, including classification of agricultural lands during periods of eradication or quarantine, deleting requirements that conservation easements be renewed annually, providing that just value of real property shall be determined in the first tax year for income restricted persons age 65 or older who have maintained such property as the permanent residence for at least 25 years, authorizing a first responder who is totally and permanently disabled as a result of injuries sustained in the line of duty to receive relief from ad valorem taxes assessed on homestead property, revising procedures with respect to assessments, hearings and notifications by the value adjustment board,and revising the interest rate on unpaid ad valorem taxes. In the 2017 State legislative session,which concluded on May 8,2017, the State legislature passed House Joint Resolution 7105 which proposes an amendment to Section 6, Article VII of the State Constitution that would increase the homestead exemption by exempting the assessed valuation of homestead property greater than $100,000 and up to $125,000 for all levies other than school district levies. If approved by the voters in November 2018,such amendment would be effective beginning with the 2019 tax roll. The County estimates that this amendment would result in a negative revenue impact to the County of approximately $7.7 million annually. However, the County does not believe that the impact will adversely affect the County's ability to pay debt service on the Series 2018 Bonds. Future Amendments Relating to Ad Valorem Taxation. Historically,various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature. Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed valuation of certain types of property or have otherwise restricted the ability of local governments in the State to levy ad valorem taxes at then current levels. Proposed Legislation During the 2018 State legislative session,the State Legislature passed House Joint Resolution 7001 ("HJR 7001"),proposing an amendment to the State Constitution providing that no state tax or fee may be imposed, authorized, raised by the State Legislature, or authorized by the State Legislature to be raised, except through legislation approved by two-thirds of the membership of each house of the Legislature. The same requirement would apply to decreasing or eliminating any state tax, fee exemption or credit. Currently, such actions can be approved by a majority vote. HJR 7001 also requires that any proposed state tax or fee imposition, authorization or increase must be contained in a separate bill that contains no other subject. The joint resolution specifies that the proposed amendment does not authorize the imposition of any state tax or fee otherwise prohibited by the State Constitution, and does not apply to any tax or fee imposed by, or authorized to be imposed by, a county, municipality, school board, or special district. The amendment proposed in the HJR 7001 was passed and signed into law by Governor Scott and will take effect on January 8, 2019, if approved by sixty percent of the voters during the 2018 general election or earlier special election.Although the proposal would not subject local taxes and fees to the stricter voting requirement, local governments could be adversely impacted during recessionary economic environments if State lawmakers are unable to raise taxes. The County does not expect that HJR 7001, if approved by the voters, will have an impact on its collection of Pledged Funds or its ability to pay debt service on the Series 2018 Bonds. 25694/007/01369090.DOCv5 A-11 1 1 A Florida Retirement System The information relating to the Florida Retirement System ("FRS") contained herein has been obtained from the FRS Annual Reports available at www.dms.myflorida.com and the Florida Comprehensive Annual Financial Reports available at www. myfloridacfo.comlaadirlstatewidejinancial_reporting. No representation is made by the County as to the accuracy or adequacy of such information or that there has not been any material adverse change in such information subsequent to the date of such information. The FRS is a cost-sharing multiple-employer public-employee retirement system with two primary plans — the FRS defined benefit pension plan (the "FRS Pension Plan") and the FRS defined contribution plan(the"FRS Investment Plan"). The FRS Pension Plan was created in Chapter 121,Florida Statutes,to provide a defined benefit pension plan for participating public employees. Florida Retirement System Pension Plan Membership. FRS membership is compulsory for all employees filling a regularly established position in a state agency, county agency, state university, state community college, or district school board. Participation by cities,municipalities, special districts,charter schools, and metropolitan planning organizations, although optional, is generally irrevocable after election to participate is made. Members hired into certain positions may be eligible to withdraw from the FRS altogether or elect to participate in the non-integrated optional retirement programs in lieu of the FRS except faculty of a medical college in a state university who must participate in the State University System Optional Retirement Program. There are five general classes of membership,as follows: • Regular Class - Members of the FRS who do not qualify for membership in the other classes. • Senior Management Service Class (SMSC)-Members in senior management level positions in state and local governments as well as assistant state attorneys, assistant statewide prosecutors, assistant public defenders, assistant attorneys general, deputy court administrators,and assistant capital collateral representatives. Members of the Elected Officers' Class ("EOC") may elect to withdraw from the FRS or participate in the SMSC in lieu of the EOC. • Special Risk Class-Members who are employed as law enforcement officers, firefighters, firefighter trainers, fire prevention officers, state fixed-wing pilots for aerial firefighting surveillance, correctional officers, emergency medical technicians, paramedics, community-based correctional probation officers, youth custody officers (from July 1, 2001 through June 30, 2014), certain health-care related positions within state forensic or correctional facilities, or specified forensic employees of a medical examiner's office or a law enforcement agency,and meet the criteria to qualify for this class. • Special Risk Administrative Support Class - Former Special Risk Class members who are transferred or reassigned to nonspecial risk law enforcement, firefighting, emergency medical care, or correctional administrative support positions within an FRS special risk-employing agency. • Elected Officers' Class (EOC) -Members who are elected state and county officers and the elected officers of cities and special districts that choose to place their elected officials in this class. 25694/007/01369090.DOCv5 A-12 1 1 A Beginning July 1, 2001, through June 30, 2011, the FRS Pension Plan provided for vesting of benefits after six years of creditable service for members initially enrolled during this period. Members not actively working in a position covered by the FRS Pension Plan on July 1, 2001, must return to covered employment for up to one work year to be eligible to vest with less service than was required under the law in effect before July 1, 2001. Members initially enrolled on or after July 1, 2001, through June 30,2011, vest after six years of service. Members initially enrolled on or after July 1,2011,vest after eight years of creditable service. Members are eligible for normal retirement when they have met the requirements listed below. Early retirement may be taken any time after vesting within 20 years of normal retirement age; however, there is a 5% benefit reduction for each year prior to the normal retirement age. • Regular Class, SMSC, and EOC Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of creditable service and age 62, or the age after completing six years of creditable service if after age 62. Thirty years of creditable service regardless of age before age 62. For members initially enrolled in the FRS Pension Plan on or after July 1,2011,eight or more years of creditable service and age 65, or the age after completing eight years of creditable service if after age 65. Thirty-three years of creditable service regardless of age before age 65. • Special Risk Class and Special Risk Administrative Support Class Members - For members initially enrolled in the FRS Pension Plan before July 1, 2011, six or more years of Special Risk Class service and age 55, or the age after completing six years of Special Risk Class service if after age 55. Twenty-five years of special risk service regardless of age before age 55. A total of 25 years of service including special risk service and up to four years of active duty wartime service and age 52. Without six years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. For members initially enrolled in the FRS Pension Plan on or after July 1, 2011, eight or more years of Special Risk Class service and age 60, or the age after completing eight years of Special Risk Class service if after age 60. Thirty years of special risk service regardless of age before age 60. Without eight years of Special Risk Class service, members of the Special Risk Administrative Support Class must meet the requirements of the Regular Class. Benefits. Benefits under the FRS Pension Plan are computed on the basis of age, average final compensation, creditable years of service, and accrual value by membership class. Members are also eligible for in-line-of-duty or regular disability and survivors' benefits. Pension benefits of retirees and annuitants are increased each July 1 by a cost-of-living adjustment. If the member is initially enrolled in the FRS Pension Plan before July 1,2011,and all service credit was accrued before July 1,2011,the annual cost-of-living adjustment is 3% per year. If the member is initially enrolled before July 1, 2011, and has service credit on or after July 1, 2011, there is an individually calculated cost-of-living adjustment. The annual cost-of-living adjustment is a proportion of 3% determined by dividing the sum of the pre-July 2011 service credit by the total service credit at retirement multiplied by 3%. FRS Pension Plan members initially enrolled on or after July 1,2011,will not have a cost-of-living adjustment after retirement. The Deferred Retirement Option Program ("DROP") became effective July 1, 1998, subject to provisions of Section 121.091(13), Florida Statutes. FRS Pension Plan members who reach normal retirement are eligible to defer receipt of monthly benefit payments while continuing employment with an FRS employer. An employee may participate in the DROP for a maximum of 60 months. Authorized instructional personnel may participate in the DROP for up to 36 additional months beyond their initial 60-month participation period. Monthly retirement benefits remain in the FRS Trust Fund during DROP 25694/007/01369090.DOCv5 A-13 1 1 A participation and accrue interest. As of June 30, 2017, the FRS Trust Fund held $2,255,747,029 in accumulated benefits for 34,810 DROP participants. Of these 34,810 DROP participants, 32,972 were active in the DROP with balances totaling $2,032,044,001. The remaining participants were no longer active in the DROP and had balances totaling$216,703,029 to be processed after June 30,2017. Administration. The Department of Management Services, Division of Retirement administers the FRS Pension Plan. The State Board of Administration (the "SBA") invests the assets of the FRS Pension Plan held in the FRS Trust Fund. Costs of administering the FRS Pension Plan are funded from earnings on investments of the FRS Trust Fund. Reporting of the FRS Pension Plan is on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when the obligation is incurred. Contributions. All participating employers must comply with statutory contribution requirements. Section 121.031(3), Florida Statutes, requires an annual actuarial valuation of the FRS Pension Plan, which is provided to the Legislature as guidance for funding decisions. Employer and employee contribution rates are established in Section 121.71, Florida Statutes. Employer contribution rates under the uniform rate structure (a blending of both the FRS Pension Plan and FRS Investment Plan rates) are recommended by the actuary but set by the Legislature. Statutes require that any unfunded actuarial liability ("UAL") be amortized within 30 plan years. Pursuant to Section 121.031(3)(f), Florida Statutes, any surplus amounts available to offset total retirement system costs are to be amortized over a 10-year rolling period on a level-dollar basis. The balance of legally required reserves for all defined benefit pension plans at June 30, 2017, was $154,053,262,968. These funds were reserved to provide for total current and future benefits,refunds,and administration of the FRS Pension Plan. Effective July 1, 2011, both employees and employers of the FRS are required to make contributions to establish service credit for work performed in a regularly established position. Effective July 1, 2002, the Florida Legislature established a uniform contribution rate system for the FRS, covering both the FRS Pension Plan and the FRS Investment Plan. The uniform rates for Fiscal Year 2016-17 are as follows: Employee Employer Total Membership Class Contribution Rate Contribution Rate) Contribution Rate Regular 3.00% 5.80% 8.80% Special Risk 3.00 20.85 23.85 Special Risk Administrative Support 3.00 26.34 29.34 Elected Officers—Judges 3.00 34.98 37.98 Elected Officers-Legislators/Attorneys/Cabinet 3.00 40.38 43.38 Elected Officers—County,City,Special Districts 3.00 40.75 43.75 Senior Management Service 3.00 20.05 23.05 Deferred Retirement Option Program N/A 11.33 11.33 (1) These rates include the normal cost and unfunded actuarial liability contributions but do not include the 1.66% contribution for the Retiree Health Insurance Subsidy ("HIS") and the fee of 0.06% for administration of the FRS Investment Plan and provision of educational tools for both plans. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. 25694/007/01369090.DOCv5 A-14 1 1 A The contributions of the County are established and may be amended by the State Legislature. The County's contributions to the FRS Pension Plan totaled $47,404,546 for the Fiscal Year ended September 30,2017. Pension Amounts for the FRS Pension Plan. Schedule of Changes in Net Pension Liability and Related Ratios (in thousands) Total Pension Liability Tune 30,2015 Tune 30,2016 Tune 30,2017 Service cost $2,114,047 $2,132,906 $2,073,754 Interest on total pension liability 11,721,563 12,109,114 12,484,167 Effect of plan changes 0 32,310 92,185 Effect of economic/demographic(gains)or losses 1,620,863 980,192 1,412,462 Effect of assumption changes or inputs 0 1,030,667 10,398,344 Benefit payments (10,201,501) (10,624,925) (9,859,319) Net change in total pension liability 5,254,972 5,660,264 16,601,593 Total pension liability,beginning 156,115,763 161,370,735 167,030,999 Total pension liability,ending(a) $161,370,735 $167,030,999 $183,632,592 Fiduciary Net Position Employer contributions $2,438,085 $2,438,659 $2,603,246 Member contributions 698,304 710,717 744,839 Investment income net of investment expenses 5,523,287 820,583 18,801,917 Benefit payments (10,201,500) (10,624,925) (9,859,319) Administrative expenses (18,074) (18,507) (18,340) Net change in plan fiduciary net position (1,559,898) (6,673,473) 12,272,342 Fiduciary net position,beginning 150,014,292 148,454,394 141,780,921 Fiduciary net position,ending(b) $148,454,394 $141,780,921 $154,053,263 Net pension liability,ending=(a)—(b) $12,916,341 $25,250,078 $29,579,329 Fiduciary net position as a%of total pension liability 92.00% 84.88% 83.89% Covered payroll(1) $32,726,034 $33,214,217 $33,775,800 Net pension liability as a%of covered payroll 39.47% 76.02% 87.58% (1) For June 30,2015, and later, covered payroll shown includes the payroll for FRS Investment Plan members and payroll on which only UAL rates are charged. Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. 25694/007/01369090.DOCv5 A-15 1 1 A Actuarial Methods and Assumptions for the FRS Pension Plan. The total pension liability was determined by an actuarial valuation as of the valuation date of July 1, 2017, calculated based on the discount rate and actuarial assumptions below: June 30,2016 June 30,2017 Discount rate 7.60% 7.10% Long-term expected rate of return,net of investment expense 7.60% 7.10% Bond Buyer General Obligation 20-Bond Municipal Bond Index N/A N/A Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. The plan's fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees in determining the projected depletion date. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. The actuarial assumptions used to determine the total pension liability as of June 30, 2017, were based on the results of an actuarial experience study for the period July 1,2008-June 30,2013. Valuation Date July 1,2017 Measurement Date June 30,2017 Asset Valuation Method Fair Market Value Inflation 2.60% Salary increase including inflation 3.25% Mortality Generational RP-2000 with Projection Scale BB Actuarial cost method Individual Entry Age Normal Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. Sensitivity Analysis for the FRS Pension Plan. The following presents the net pension liability of the FRS, calculated using the discount rate of 7.10%,as well as what the FRS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (6.10%) or one percentage point higher(8.10%)than the current rate. 1%Decrease Current Discount Rate 1%Increase 6.10% 7.10% 8.10% Total pension liability $207,590,062,000 $183,632,592,000 $163,742,403,000 Fiduciary net position 154,053,262,968 154,053,262,968 154,053,262968 Net pension liability $53,536,799,032 $29,579,329,032 $9,689,140,032 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. 25694/007/01369090.DOCv5 A-16 1 1 A Retiree Health Insurance Subsidy Program The HIS Program is a cost-sharing multiple-employer defined benefit pension plan established under Section 112.363, Florida Statutes. The benefit is a monthly payment to assist retirees of state- administered retirement systems in paying their health insurance costs and is administered by the Division of Retirement within the Department of Management Services. For the fiscal year ended June 30, 2017, eligible retirees and beneficiaries received a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $5. The payments are at least$30 but not more than$150 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS benefit, a retiree under a state-administered retirement system must provide proof of health insurance coverage,which can include Medicare. The HIS Program is funded by required contributions from FRS participating employers as set by the Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. For the fiscal year ended June 30,2017, the contribution rate was 1.66%of payroll pursuant to Section 112.363, F.S. The State contributed 100% of its statutorily required contributions for the current and preceding two years. HIS contributions are deposited in a separate trust fund from which HIS payments are authorized. HIS benefits are not guaranteed and are subject to annual legislative appropriation. In the event the legislative appropriation or available funds fail to provide full subsidy benefits to all participants,the legislature may reduce or cancel HIS payments. [Remainder of page intentionally left blank] 25694/007/01369090.DOCv5 A-17 1 1 A Pension Amounts for the HIS. Schedule of Changes in Net Pension Liability and Related Ratios (in thousands) Total Pension Liability June 30,2014 June 30,2015 June 30,2016 June 30,2017 Service cost $190,371 $217,519 $256,710 $304,537 Interest on total pension liability 409,907 405,441 390,757 337,486 Effect of plan changes 0 0 0 0 Effect of economic/demographic(gains)or losses 0 0 (30,826) 0 Effect of assumption changes or inputs 386,383 607,698 1,352,459 (1,073,716) Benefit payments (407,276) (425,086) (449,857) (465,980) Net change in total pension liability 579,385 805,572 1,519,243 (897,673) Total pension liability,beginning 8,864,244 9,443,629 10,249,201 11,768,445 Total pension liability,ending(a) $9,443,629 $10,249,201 $11,768,445 $10,870,772 Fiduciary Net Position Employer contributions $342,566 $382,454 $512,564 $529,229 Member contributions 0 0 0 0 Investment income net of investment expenses 219 208 565 1,380 Benefit payments (407,275) (425,085) (449,857) (465,980) Administrative expenses (54) (188) (188) (177) Net change in plan fiduciary net position (64,544) (42,611) 63,084 64,452 Fiduciary net position,beginning 157,929 93,385 50,774 113,859 Fiduciary net position,ending(b) $93,385 $50,774 $113,859 $178,311 Net pension liability,ending=(a)—(b) $9,350,244 $10,198,427 $11,654,586 $10,692,461 Fiduciary net position as a%of total pension liability 0.99% 0.50% 0.97% 1.64% Covered payroll $29,676,340 $30,340,449 $30,875,274 $31,885,633 Net pension liability as a%of covered payroll 31.51% 33.61% 37.75% 33.53% Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. Actuarial Methods and Assumptions for the HIS. The total pension liability was determined by an actuarial valuation as of the valuation date, calculated based on the discount rate and actuarial assumptions below, and then was projected to the measurement date. Any significant changes during this period have been reflected as prescribed by GASB 67. The same demographic and economic assumptions that were used in the Florida Retirement System Actuarial Valuation as of July 1, 2016 ("funding valuation") were used for the HIS Program, unless otherwise noted. In a given membership class and tier, the same assumptions for both FRS Investment Plan members and for FRS Pension Plan members were used. 25694/007/01369090.DOCv5 A-18 1 1 A June 30,2016 June 30,2017 Discount rate 2.85% 3.58% Long-term expected rate of return,net of investment expense N/A N/A Bond Buyer General Obligation 20-Bond Municipal Bond Index 2.85% 3.58% Source:Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. In general, the discount rate for calculating the total pension liability under GASB 67 is equal to the single rate equivalent to discounting at the long-term expected rate of return for benefit payments prior to the projected depletion date. Because the HIS benefit is essentially funded on a pay-as-you-go basis,the depletion date is considered to be immediate,and the single equivalent discount rate is equal to the municipal bond rate selected by the plan sponsor. The discount rate used in the 2017 valuation was updated from 2.85% to 3.58%, reflecting the change in the Bond Buyer General Obligation 20- Bond Municipal Bond Index as of June 30,2017. The actuarial assumptions used to determine the total pension liability as of June 30, 2017, were based on the results of an actuarial experience study for the period July 1,2008-June 30,2013. Valuation Date July 1,2017 Measurement Date June 30,2017 Inflation 2.60% Salary increase including inflation 3.25% Mortality Generational RP-2000 with Projection Scale BB Actuarial cost method Individual Entry Age Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. Sensitivity Analysis for the HIS. The following presents the net pension liability of the HIS, calculated using the discount rate of 3.58%, as well as what the HIS's net pension liability would be if it were calculated using a discount rate that is one percentage point lower (2.58%) or one percentage point higher(4.58%)than the current rate. 1%Decrease Current Discount Rate 1%Increase 2.58% 3.58% 4.58% Total pension liability $12,379,825,232 $10,870,772,218 $9,613,814,415 Fiduciary net position 178,310,841 178,310,841 178,310,841 Net pension liability $12,201,514,391 $10,692,461,377 $9,435,503,574 Source: Florida Retirement System Pension Plan and Other State Administered Systems Comprehensive Annual Financial Report for Fiscal Year Ended June 30,2017. FRS Investment Plan The State Board of Administration administers the defined contribution plan officially titled the FRS Investment Plan. The FRS Investment Plan provides vesting after one year of service regardless of 25694/007/01369090.DOCv5 A-19 1 1 A membership class. If an accumulated benefit obligation for service credit originally earned under the FRS Pension Plan is transferred to the FRS Investment Plan, the years of service required for vesting under the FRS Pension Plan (including the service credit represented by the transferred funds) is required to be vested for these funds and the earnings on the funds. The employer pays a contribution as a percentage of salary that is deposited into the individual member's account. Effective July 1, 2011, there is a mandatory employee contribution of 3.00%. The FRS Investment Plan member directs the investment from the options offered under the plan. Costs of administering the plan, including the FRS Financial Guidance Program, are funded through an employer assessment of payroll and by forfeited benefits of plan members. After termination and applying to receive benefits, the member may rollover vested funds to another qualified plan, structure a periodic payment under the FRS Investment Plan, receive a lump-sum distribution, or leave the funds invested for future distribution. Disability coverage is provided; the employer pays an employer contribution to fund the disability benefit which is deposited in the FRS Trust Fund. The member may either transfer the account balance to the FRS Pension Plan when approved for disability retirement to receive guaranteed lifetime monthly benefits under the FRS Pension Plan, or remain in the FRS Investment Plan and rely upon that account balance for retirement income. Multiple Employer Defined Benefit Retirement Plan All of the County's employees participate in the FRS. As provided by Chapters 121 and 112, Florida Statutes,the FRS provides two cost-sharing,multiple-employer defined benefit plans administered by the Florida Department of Management Services, Division of Retirement, including the FRS Pension Plan and HIS.Under Section 121.4501,Florida Statutes,the FRS also provides a defined contribution plan FRS Investment Plan alternative to the FRS Pension Plan,which is administered by the SBA.As a general rule,membership in the FRS is compulsory for all employees working in a regularly established position for a state agency, county government, district school board, state university, community college, or a participating city or special district within the State of Florida.The FRS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. Benefits are established by Chapter 121, Florida Statutes, and Chapter 60S, Florida Administrative Code. Amendments to the law can be made only by an act of the Florida State Legislature. The State of Florida annually issues a publicly available financial report that includes financial statements and required supplementary information for the FRS. The latest available report may be obtained by writing to the State of Florida Division of Retirement, Department of Management Services, P.O. Box 9000, Tallahassee, Florida 32315-9000 or from the website: ww.dms.myflorida.com/workforce operations/retiremenitipublications. Other Postemployment Benefit Plans General The County provides post employment healthcare benefits for retirees through a single employer defined benefit plan (County's OPEB Plan) and can amend the benefits provisions. The participants of this plan include retirees of the Board of County Commissioners (the "Board"), the Clerk of the Circuit Court and Comptroller, the Property Appraiser, the Tax Collector and the Supervisor of Elections. The Sheriff also provides post employment healthcare benefits under a separate plan. In accordance with Florida Statute 112.0801, employees who retire and immediately begin receiving benefits from the FRS 25694/007/01369090.DOCv5 A-20 1 1 A have the option of paying premiums to continue in the County's health insurance plan at the same group rate as for active employees. The Board and the Tax Collector also subsidize the cost of the post employment healthcare for qualifying retirees and each has the authority to amend benefit provisions. The Board offers a subsidy 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 Board, 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 plan. A subsidy is currently provided to 19 retirees. The Tax Collector offers a subsidy of 100% the cost of health care for employees with 10 years of service, between the ages of 54 and 64 and who exchange 800 hours of sick leave at retirement for employees hired prior to June 1,2015. A subsidy is currently provided to 4 retirees. The County's OPEB Plan is currently being funded on a pay as you go basis. No trust or agency fund has been established for the plan.The plan does not issue a separate financial report. Participant Data As of September 30,2017,the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 70 Active employees 2,236 Total employees 2,306 Total OPEB Liability The County's total OPEB liability of$8,833,096 was measured as of September 30, 2017 and was determined by an actuarial valuation as of October 1,2017. The following table shows the changes in the County's total OPEB liability for the year ended September 30,2017. Total OPEB Liability Balance,as of October 1,2016 $8,717,856 Changes: Service cost 464,531 Interest on total pension liability 248,849 Differences between expected and actual experience (8,258) Benefit payments (589,882) Net changes 115,240 Balance,as of September 30,2017 $13,1133,9.26 25694/007/01369090.DOCv5 A-21 1 1 A OPEB Liability Discount Rate Sensitivity The following presents the County's total OPEB liability,as well as what the County's total OPEB liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: Description 1%Decrease in Current 1%Increase in Discount Rate Discount Rate Discount Rate OPEB Plan Discount Rate 1.80% 2.80% 3.80% Total OPEB Liability $9,347,700 $8,833,096 $8,244,203 OPEB Liability Healthcare Trend Rate Sensitivity The following presents the County's total OPEB liability,as well as what the County's total OPEB liability would be if it were calculated using a healthcare trend rate one percentage point lower or one percentage point higher than the current healthcare trend rate: Description 1%Decrease in Healthcare Cost 1%Increase in Healthcare Cost Trend Rate Healthcare Cost Trend Rate Trend Rate OPEB Plan Discount Rate 4.00% 5.00% 6.00% Total OPEB Liability $8,097,749 $8,833,096 $9,681,447 For the year ended September 30, 2017, the County's OPEB expense was $713,379. In addition, the County reported deferred inflows of resources from the following sources: Description Deferred Deferred Outflows Inflows of Resources of Resources Differences Between Expected and Actual Economic Experience $- $8,258 Amounts reported as deferred inflows of resources related to OPEB will be amortized over 4.29 years and will be recognized as follows: Year Ending September 30 Amount 2018 $1,925 2019 1,925 2020 1,925 2021 1,925 Thereafter 558 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject 25694/007/01369090.DOCv5 A-22 1 1 A to continual revision as actual results are compared with past expectations and new estimates are made about the future. Calculations for financial reporting purposes are based on the benefits provided under terms of the plan as understood by the employer and the plan members in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual funding limitations on the pattern of cost sharing between the employer and plan members in the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. The actuarial methods are: Actuarial cost method Entry Age Actuarial The actuarial assumptions are: Discount rate 2.8%(Based on the 20 year AA municipal bond rate) Healthcare cost trend rate 6%decreasing to 5%in 2026 and thereafter Salary increase 3% New employees None Mortality rates were based on the RP-2014 Mortality Fully Generational tables using Projection Scale MP-2016. Since the most recent GASB 45 valuation,the following changes have been made: • The actuarial cost method changed from using the Unit Credit Actuarial cost method to the Entry Age Actuarial cost method. • The discount rate was changed from 3%to 2.8%. • The mortality assumption has been updated from RP-2014 Mortality Fully Generational using Projection Scale MP-2014 to RP 2014 Mortality Fully Generational using Projection Scale MP-2016. Plan Description and Benefits Provided The Sheriff provides post employment healthcare benefits for retirees through a single employer defined benefit plan (Sheriffs OPEB Plan) and can amend the benefit provisions. In accordance with Florida Statute 112.0801, employees who retire and immediately begin receiving benefits from the FRS have the option of paying premiums to continue in the Sheriffs health insurance plan at the same group rate as for active employees. No trust or agency fund has been established for the plan.The plan does not issue a separate financial report. Prior to 2010, the Sheriff subsidized approximately 20% of the cost for both single and family healthcare for its retirees who have 6 years of creditable service with the Sheriff and who receive a monthly retirement benefit from the Florida Retirement System. Approximately 36% of retirees receive the subsidy. 25694/007/01369090.DOCv5 A-23 1 1 A The Sheriffs OPEB Plan is currently being funded on a pay as you go basis. No trust or agency fund has been established for the plan.The plan does not issue a separate financial report. Participant Data As of September 30,2017,the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 106 Active employees 1,136 Total employees 1,242 Total OPEB Liability The Sheriffs total OPEB liability of$18,260,466 was measured as of September 30, 2017 and was determined by an actuarial valuation as of October 1,2017. The following table shows the changes in the Sheriffs total OPEB liability for the year ended September 30,2017. Total OPEB Liability Balance,as of October 1,2016 $18,221,385 Changes: Service cost 491,420 Interest on total pension liability 502,621 Differences between expected and actual experience (83,607) Benefit payments (871,353) Net changes 39,081 Balance,as of September 30,2017 $18,260,466 OPEB Liability Discount Rate Sensitivity The following presents the Sheriffs total OPEB liability, as well as what the Sheriffs total OPEB liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: 1%Decrease in Current 1%Increase in Description Discount Rate Discount Rate Discount Rate OPEB Plan Discount Rate 4.00% 5.00% 6.00% Total OPEB Liability $20,078,360 $18,260,466 $16,659,610 OPEB Liability Healthcare Trend Rate Sensitivity The following presents the Sheriffs total OPEB liability, as well as what the Sheriffs total OPEB liability would be if it were calculated using a healthcare trend rate one percentage point lower or one percentage point higher than the current healthcare trend rate: 25694/007/01369090.DOCv5 A-24 1 1 A 1%Decrease in 1%Increase in Healthcare Cost Healthcare Cost Healthcare Cost Description Trend Rate Trend Rate Trend Rate OPEB Plan Discount Rate 6.00% 7.00% 86.00% Total OPEB Liability $16,554,047 $18,260,466 $20,226,456 Deferred Outflows and Inflows of Resources Related to OPEB For the year ended September 30,2017,the Sheriffs OPEB expense was$910,434.In addition,the Sheriff reported deferred outflows of resources from the following sources: Deferred Deferred Outflows Inflows Description of Resources of Resources Differences Between Expected and Actual Economic Experience $83,607 $- Amounts reported as deferred outflows of resources related to OPEB will be amortized over 7.36 years and will be recognized as follows: Year Ending September 30 Amount 2018 $11,360 2019 11,360 2020 11,360 2021 11,360 Thereafter 38,167 Actuarial Methods and Assumptions Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Calculations for financial reporting purposes are based on the benefits provided under terms of the plan as understood by the employer and the plan members in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The projection of benefits for financial reporting purposes does not explicitly incorporate the potential effects of legal or contractual funding limitations on the pattern of cost sharing between the employer and plan members in the future. Actuarial calculations reflect a long-term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. 25694/007/01369090.DOCv5 A-25 1 1 A The actuarial methods are: Actuarial cost method Entry Age Actuarial The actuarial assumptions are: Discount rate 2.75%(Based on the 20 year AA municipal bond rate) Healthcare cost trend rate 7%decreasing to 5%in 2021 and thereafter Salary increase None New employees None Mortality rates were based on the RP-2015 Mortality Fully Generational tables using Projection Scale MP-2016.Since the most recent GASB 45 valuation,the following changes have been made: Since the most recent GASB 45 valuation,the following changes have been made: • The actuarial cost method changed from using the Unit Credit Actuarial cost method to the Entry Age Actuarial cost method. • The discount rate was changed from 3%to 2.75%. • The mortality assumption has been updated from RP-2014 Mortality Fully Generational using Projection Scale MP-2015 to RP 2015 Mortality Fully Generational using Projection Scale MP-2016. 25694/007/01369090.DOCv5 A-26 1 1 A APPENDIX B COLLIER COUNTY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED SEPTEMBER 30,2017 25694/007/01369090.DOCv5 1 1 A APPENDIX C COMPOSITE OF THE RESOLUTION 25694/007/01369090.DOCv5 11A APPENDIX D FORM OF BOND COUNSEL OPINION 25694/007/01369090.DOCv5 1 1 A APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE 25694/007/01369090.DOCv5 1 1 A EXHIBIT C FORM OF CONTINUING DISCLOSURE CERTIFICATE 1 1 A 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 $ Tourist Development Tax Revenue Bonds, Series 2018 (the "Bonds"). The Bonds are being issued pursuant to Ordinance No. 92-60 duly enacted by the Board of County Commissioners of the Issuer (the "Board") on August 18, 1992, as amended and supplemented from time to time, particularly as amended by an Ordinance enacted by the Board on July 11, 2017 (the "Tourist Development Tax Ordinance"), and other applicable provisions of law (collectively, the "Act"), Resolution No. 2017-141 adopted by the Board on July 11, 2017, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. 2018-_ adopted by the Board on , 2018 (collectively,the"Resolution"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule(defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in,Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner"shall mean any person which(a)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds 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. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at http://www.emma.msrb.org. "Event of Bankruptcy"shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate. 25694/007/01373010.DOCv2 1 1 1 A "MSRB"shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance,letters of credit,or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB,which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State"shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each April 30th, commencing April 30, 2019 with respect to the report for the 2018 fiscal year, provide to any Repository in the electronic format as required and deemed acceptable by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) If on the fifteenth (15th) day prior to the annual filing date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer by telephone and in writing(which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 3(a). Upon such reminder, the Issuer shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report no later than two (2) business days prior to the annual filing date, or (ii) instruct the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a failure to file has occurred and to immediately send a notice to the Repository in substantially the form attached as Exhibit A, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. 25694/007/01373010.DOCv2 2 1 1 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; (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository to which it was provided;and (iii) if the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the annual filing date(or,if such annual filing date falls on a Saturday,Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit A without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit B. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental 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 ,2018 (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, including, but not limited to, information under the caption "Historical Tourist Development Tax Revenues and Pro Forma Debt Service Coverage." The information provided under Section 4(b) may be included by specific reference to documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet 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 25694/007/01373010.DOCv2 3 hA 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; 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; 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. 25694/007/01373010.DOCv2 4 1 1 A SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include,but not be limited to: (a) the category of information being provided; (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. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. SECTION 8. DISSEMINATION AGENT. The Issuer may,from time to time,appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be Digital Assurance Certification,L.L.C. SECTION 9. AMENDMENT;WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (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. 25694/007/01373010.DOCv2 5 1 1 A 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, and (ii)the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. 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. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate . The Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information,disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Certificate. The Dissemination Agent may conclusively rely upon Certifications of the Issuer at all times. 25694/007/01373010.DOCv2 6 1 1 A The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and defeasance,redemption or payment of the Bonds. (b) The Dissemination Agent may, from time to time, consult with legal counsel (either in- house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. (c) All documents, reports, notices, statements,information and other materials provided to the MSRB under this Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. [Remainder of page intentionally left blank] 25694/007/01373010.DOCv2 7 1 1 A 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 ,2018 COLLIER COUNTY,FLORIDA By: Chairman Approved as to Form and Legal Sufficiency: By: County Attorney ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., as Dissemination Agent By: Name: Title: 25694/007/01373010.DOCv2 8 1 1 A EXHIBIT A NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Issuer: Obligated Person: Name(s)of Bond Issue(s): Date(s)of Issuance: Date(s)of Disclosure Agreement: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate between the Issuer and Digital Assurance Certification, L.L.C., as Dissemination Agent. [The Issuer has notified the Dissemination Agent that it anticipates that the Annual Report will be filed by ]. Dated: Digital Assurance Certification, L.L.C., as Dissemination Agent,on behalf of the Issuer cc: 25694/007/01373010.DOCv2 A-1 1 1 A EXHIBIT B EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C)and(D). Issuer's and/or Other Obligated Person's Name: Issuer's Six-Digit CUSIP Number: or Nine-Digit CUSIP Number(s)of the bonds to which this event notice relates: Number of pages attached: Description of Notice Events(Check One): 1. "Principal and interest payment delinquencies;" 2. "Non-Payment related defaults,if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers,or their failure to perform;" 6. "Adverse tax opinions,IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders,if material;" 8. "Bond calls,if material;" 9. "Defeasances;" 10. "Release,substitution,or sale of property securing repayment of the securities,if material;" 11. "Rating changes;" 12. "Tender offers;" 13. "Bankruptcy,insolvency,receivership or similar event of the obligated person;" 14. "Merger,consolidation,or acquisition of the obligated person,if material;"and 15. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material." Failure to provide annual financial information as required. I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Digital Assurance Certification,L.L.C. 315 E.Robinson Street, Suite 300 Orlando,FL 32801 407-515-1100 Date: 25694/007/01373010.DOCv2 B-1