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Resolution 2012-063 RESOLUTION NO. 2 012-63 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 2003-89 WHICH, AMONG OTHER THINGS, AUTHORIZES THE ISSUANCE OF GAS TAX REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE REFUNDING OF ALL OR A PORTION OF THE COUNTY'S OUTSTANDING COLLIER COUNTY, FLORIDA GAS TAX REFUNDING REVENUE BONDS, SERIES 2003; AUTHORIZING THE ISSUANCE OF THE COLLIER COUNTY, FLORIDA GAS TAX REFUNDING REVENUE BONDS, SERIES 2012 IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $50,000,000 IN ORDER TO REFUND SUCH SERIES 2003 BONDS; 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 CHAIRMAN FOR THE AWARD OF THE BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; AUTHORIZING THE PUBLICATION OF A NOTICE OF SALE FOR THE BONDS OR A SUMMARY THEREOF; 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; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND THE APPOINTMENT OF AN ESCROW AGENT THERETO; 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: (A) On February 25, 2003, the Board of County Commissioners (the "Board") of Collier County, Florida (the "Issuer") duly adopted Resolution No. 2003-89, as amended and supplemented (as supplemented hereby, the "Resolution"), authorizing, among other things, the issuance of $102,125,000 Collier County, Florida Gas Tax Revenue Bonds, Series 2003 (the "Series 2003 Bonds"), which Series 2003 Bonds were issued for the principal purpose of financing a portion of the costs of certain transportation-related capital improvements and to current refund the Issuer's Collier County, Florida Road Improvement Refunding Revenue Bonds, Series 1995. (B) On June 29, 2005, the Issuer issued its $96,225,000 Collier County, Florida Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds") for the principal purpose of financing a portion of the costs of certain transportation-related capital improvements. (C) The Resolution provides for the issuance of Additional Bonds upon meeting the requirements set forth herein and in the Resolution. (D) The Issuer deems it to be in its best interest to refund all or a portion of the outstanding Series 2003 Bonds (the "Refunded Bonds"), the specific maturities and portions thereof to be refunded to be determined by the Chairman upon the advice of the Issuer's financial advisor, Public Financial Management, Inc. (the "Financial Advisor"), in order to achieve debt service savings. (E) In order to refund the Refunded Bonds, the Issuer hereby determines to issue its Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 (the "Series 2012 Bonds"), which Series 2012 Bonds shall be issued on parity with the outstanding Series 2005 Bonds and any portion of the Series 2003 Bonds that are not refunded in connection with the issuance of the Series 2012 Bonds (the "Unrefunded Series 2003 Bonds"), except as otherwise provided herein or in the Resolution, in accordance with the terms of the Resolution. (F) For the payment and refunding of said Refunded Bonds, the Issuer shall, as provided herein, deposit part of the proceeds derived from the sale of the Series 2012 Bonds, together with other legally available moneys of the Issuer, in an escrow deposit trust fund to purchase direct U.S. Treasury obligations (the "Refunding Securities") which shall be sufficient, together with investment earnings therefrom and a cash deposit, to pay the Refunded Bonds as the same become due and payable or are redeemed prior to maturity, all as provided herein and the hereinafter defined Escrow Deposit Agreement. Subsequent to the defeasance of the Refunded Bonds, the Refunded Bonds shall no 2 longer be payable from or secured by the moneys and revenues pledged therefor pursuant to the Resolution. (G) In accordance with Section 218.385, Florida Statutes, and pursuant to this Supplemental Resolution, the Series 2012 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"). (H) 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 Chairman upon the advice of the Financial Advisor, in accordance with the terms and provisions of the Official Notice of Sale, shall be publicly opened and announced. (I) It is desirable for the Issuer to be able to advertise and award the Series 2012 Bonds at the most advantageous time and date which shall be determined by the Chairman upon the advice of the Financial Advisor; and, accordingly, the Issuer hereby determines to delegate the advertising and awarding of the Series 2012 Bonds to the Chairman within the parameters described herein. (J) It is necessary and appropriate that the Board determine certain parameters for the terms and details of the Series 2012 Bonds and to delegate certain authority to the Chairman for the award of the Series 2012 Bonds and the approval of the terms of the Series 2012 Bonds in accordance with the provisions hereof, of the Resolution and of the Official Notice of Sale. (K) In the event Bond Counsel to the Issuer shall determine that the Series 2012 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 2012 Bonds in accordance with said Section 218.385, Florida Statutes. (L) The Issuer hereby certifies that it is not in default in performing any of the covenants and other provisions of the Resolution and all of the covenants and other provisions of the Resolution shall apply to the Series 2012 Bonds. (M) The Resolution provides that the Series 2012 Bonds shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions as shall be determined by Supplemental Resolution adopted by the Issuer; and it is now appropriate that the Issuer set forth the parameters and mechanism to determine such terms and details. (N) The Series 2012 Bonds shall not constitute a general obligation or pledge of the faith, credit or taxing power of the Issuer, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. 3 Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be obligated (i) to exercise its ad valorem taxing power in any form on any real or personal property of or in the Issuer to pay the principal of the Series 2012 Bonds, the interest thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of the Issuer except from the Pledged Funds, in the manner provided in the Resolution. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions may be hereinafter amended or defined. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION; AUTHORIZATION OF REFUNDING OF REFUNDED BONDS. This Supplemental Resolution is adopted pursuant to the provisions of the Act and the Resolution. The Issuer hereby authorizes the refunding of the Refunded Bonds in accordance with the provisions hereof and of the Resolution in order to achieve debt service savings. SECTION 4. DESCRIPTION OF THE SERIES 2012 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not exceeding $50,000,000 to be known as the "Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012" (or such other series designation as the Chairman may determine), for the principal purpose of refunding the Refunded Bonds. The aggregate principal amount of the Series 2012 Bonds to be issued pursuant to the Resolution shall be determined by the Chairman provided such aggregate principal amount does not exceed $50,000,000. The Series 2012 Bonds shall be dated as of their date of delivery or such other date as the Chairman may determine, shall be issued in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from the dated date determined therefor, payable semi-annually, on June 1 and December 1 of each year (the "Interest Dates"), commencing on December 1, 2012, or such other dates as may be determined by the Chairman. Interest on the Series 2012 Bonds shall be payable by check or draft of U.S. Bank National Association, Fort Lauderdale, Florida, as Paying Agent (the "Paying Agent"), made payable and mailed to the Holder in whose name such Series 2012 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 and expense of such Holder, by bank wire transfer to the account of such Holder. Principal of the Series 2012 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. The principal of, redemption premium, if any, and interest on the Series 2012 Bonds are payable in lawful money of the United States of America. 4 The Series 2012 Bonds shall bear interest at such rates and yields, shall mature on June 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the Chairman subject to the conditions set forth in Sections 4, 5 and 6 hereof and the provisions of the Official Notice of Sale. The final maturity of the Series 2012 Bonds shall not be later than June 1, 2023. All of the terms of the Series 2012 Bonds will be included in a certificate to be executed by the Chairman following the award of the Series 2012 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. The Chairman shall determine, upon the advice of the Financial Advisor and the Issuer's Bond Counsel, which specific maturities of the Series 2003 Bonds (or portions thereof) shall be refunded in connection with the issuance of the Series 2012 Bonds and only such maturities (or portions thereof) shall constitute "Refunded Bonds" hereunder. SECTION 5. AWARD OF SERIES 2012 BONDS. The Chairman, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Series 2012 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 2012 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; provided, however, the Series 2012 Bonds shall not be awarded to any bidder unless the net present value savings with respect to the refunding of the Refunded Bonds (as calculated by the Issuer's Financial Advisor) is equal to or greater than 5.00% of the principal amount of the Refunded Bonds. In accordance with the provisions of the Official Notice of Sale, the Chairman may, in his sole discretion, reject any and all bids. SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2012 BONDS. The Series 2012 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the Chairman, in his discretion and upon the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2012 Bonds, if any, the first optional redemption date may be no later than June 1, 2023 and there shall be no call premium relating to any redemption. Terms Bonds may be established in accordance with the provisions of the Official Notice of Sale. The redemption provisions for the Series 2012 Bonds, if any, shall be set forth in the Award Certificate and in the final Official Statement. Notwithstanding the foregoing, the Chairman, upon the advice of the Financial Advisor, may determine to issue the Series 2012 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 2012 Bonds shall be initially issued in 5 the form of a separate single certificated fully registered Series 2012 Bond for each of the maturities of the Series 2012 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 2012 Bonds are registered in the name of Cede & Co., all of the Outstanding Series 2012 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 2012 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 2012 Bonds, upon presentation of the Series 2012 Bonds to be paid, to the Paying Agent. With respect to Series 2012 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 2012 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 2012 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 2012 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the Person in whose name each Series 2012 Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, Redemption Price, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2012 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 2012 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 6 & 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 2012 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 2012 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 2012 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 2012 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 2012 Bonds. SECTION 8. APPLICATION OF SERIES 2012 BOND PROCEEDS. The proceeds derived from the sale of the Series 2012 Bonds shall be applied by the Issuer as follows: (A) A sufficient amount of the Series 2012 Bond proceeds shall be deposited irrevocably in trust in the escrow deposit trust fund established under the terms and provisions of the Escrow Deposit Agreement, dated as of the dated date of the Series 2012 Bonds (the "Escrow Deposit Agreement"), between the Issuer and U.S. Bank National Association, Fort Lauderdale, Florida, as Escrow Agent, and, other than a cash deposit, shall be invested, together with other legally available moneys of the Issuer, in Refunding Securities in the manner set forth in the Escrow Deposit Agreement, which investments shall mature at such times and in such amounts as shall be sufficient to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same become due and payable whether at maturity or upon earlier redemption. Subject to the issuance and delivery of the Series 2012 Bonds, the Refunded Bonds maturing on and after June 1, 2014 shall be redeemed on June 1, 2013, or such later date as shall be approved by the Chairman. 7 (B) A sufficient amount of the Series 2012 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2012 Bonds. (C) A sufficient amount of the Series 2012 Bond proceeds shall be deposited to the Series 2012 Subaccount of the Reserve Account established under Section 15 hereof in order to satisfy the Reserve Account Requirement for the Series 2012 Bonds, as described in Section 15 hereof. SECTION 9. TRANSFER OF CERTAIN MONEYS. The Refunded Bonds will be refunded from proceeds of the Series 2012 Bonds and other legally available moneys of the Issuer. Any excess moneys on deposit in the funds or accounts established pursuant to the Resolution not required by the terms of the Resolution or this Supplemental Resolution to be on deposit therein or in any other fund or account shall be transferred to the escrow deposit trust fund established pursuant to the Escrow Deposit Agreement. SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby authorizes the distribution and use of the Preliminary Official Statement in substantially the form attached hereto as Exhibit B in connection with the offering of the Series 2012 Bonds for sale. If between the date hereof and the mailing of the Preliminary Official Statement, it is necessary to make insertions, modifications or changes in the Preliminary Official Statement, the Chairman is hereby authorized to approve such insertions, changes and modifications. The Chairman is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by the Chairman deeming the Preliminary Official Statement "final" as described above shall be conclusive evidence of the approval of any insertions, changes or modifications. SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement relating to the Series 2012 Bonds shall be substantially as set forth in the Preliminary Official Statement and shall include all of the specific financial terms of the Series 2012 Bonds. Subject in all respects to the award of the Series 2012 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 2012 Bonds to the public. Execution by the Chairman of the Official Statement shall be deemed to be conclusive evidence of approval of such changes. 8 SECTION 12. OFFICIAL NOTICE OF SALE. The form of the Official Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are hereby authorized and approved. The Chairman is hereby authorized to make such changes, insertions and modifications as he shall deem necessary prior to the advertisement of such Official Notice of Sale or a summary thereof. The Chairman is hereby authorized to advertise and publish the Official Notice of Sale or a summary thereof at such time as he shall deem necessary and appropriate, upon the advice of the Issuer's Financial Advisor, to accomplish the competitive sale of the Series 2012 Bonds. SECTION 13. APPOINTMENT OF PAYING AGENT AND REGISTRAR. Subject in all respects to the award of the Series 2012 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, U.S. Bank National Association, Fort Lauderdale, Florida, is hereby designated Registrar and Paying Agent for the Series 2012 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 13 and by the Resolution. SECTION 14. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes and directs the Chairman and Clerk to execute the Escrow Deposit Agreement and to deliver the Escrow Deposit Agreement to U.S. Bank National Association, Fort Lauderdale, Florida, which is hereby appointed as Escrow Agent thereunder. All of the provisions of the Escrow Deposit Agreement when executed and delivered by the Issuer as authorized herein and when duly authorized, executed and delivered by the Escrow Agent, shall be deemed to be a part of this Supplemental Resolution as fully and to the same extent as if incorporated verbatim herein, and the Escrow Deposit Agreement shall be in substantially the form of the Escrow Deposit Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Deposit Agreement, as may be approved by said Chairman. Execution by the Chairman of the Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of such changes. The Chairman and the Clerk are hereby authorized and directed to execute and file all documents necessary to purchase or subscribe to the Refunding Securities on behalf of the Issuer. SECTION 15. RESERVE ACCOUNT. Pursuant to the provisions of Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount in the Reserve Account for the Series 2012 Bonds which shall be designated as the "Series 2012 Subaccount" of the Reserve Account. The Series 2012 Subaccount shall solely secure the Series 2012 Bonds; any moneys, investments and/or a Reserve Account Insurance Policy or Reserve Account Letter of Credit (a "Reserve Account Product") in the Series 2012 Subaccount shall be pledged solely to the payment of the Series 2012 Bonds. Funds and any Reserve Account Product on deposit in the Series 2012 Subaccount shall be maintained in an amount equal to the Reserve Account Requirement 9 for the Series 2012 Bonds, as determined below. The Series 2012 Bonds shall not be secured by any funds or Reserve Account Products on deposit in the Reserve Account, other than the funds and/or Reserve Account Products on deposit in the Series 2012 Subaccount. The Chairman is authorized to determine, upon the advice of the Financial Advisor and Bond Counsel to the Issuer, the Reserve Account Requirement for the Series 2012 Bonds prior to the award of the Series 2012 Bonds, which Reserve Account Requirement may be $0.00 but may not be greater than the lesser of (A) the Maximum Annual Debt Service for the Series 2012 Bonds, (2) 125% of the average Annual Debt Service for the Series 2012 Bonds, or (3) the maximum amount allowed to be funded from proceeds of the Series 2012 Bonds and invested at an unrestricted yield pursuant to the Code. To the extent the Reserve Account Requirement is determined to be an amount greater than $0.00, such amount shall be funded from funds on deposit in the Reserve Account that are allocable to the Refunded Bonds and, if necessary, proceeds of the Series 2012 Bonds. Any funds on deposit in the Reserve Account allocable to the Refunded Bonds that are not transferred to the Series 2012 Subaccount of the Reserve Account shall be deposited to the escrow deposit trust fund described in Section 9 hereof. The Reserve Account Insurance Policy on deposit in the Reserve Account for the benefit of the Series 2003 Bonds shall remain on deposit therein for the benefit of any Unrefunded Series 2003 Bonds. SECTION 16. SECONDARY MARKET DISCLOSURE. Subject in all respects to the award of the Series 2012 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 2012 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 D with such changes, amendments, modifications, omissions and additions as shall be approved by the Chairman who is hereby authorized to execute and deliver such Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an Event of Default under the Resolution; provided, however, any Series 2012 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 16 and the Continuing Disclosure Certificate. For purposes of this Section 16, "Series 2012 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 2012 Bonds (including persons holding Series 2012 Bonds through nominees, 10 depositories or other intermediaries), or (B) is treated as the owner of any Series 2012 Bonds for federal income tax purposes. SECTION 17. AUTHORIZATION OF MUNICIPAL BOND INSURANCE. The Official Notice of Sale permits the successful bidder to specify that all or a portion of the Series 2012 Bonds shall be insured by a municipal bond insurer designated by the bidder in its bid. The premium of such municipal bond insurance shall be paid for by the bidder and the Issuer will not be obligated to pay any costs related to such insurance or to enter into any agreements with respect thereto. The identity of the insurer, if any, for the Series 2012 Bonds shall be included in the Award Certificate described in Section 4 hereof. If insured, there shall be printed on each insured Series 2012 Bond a statement to the effect that scheduled payments of the principal of and interest on such Series 2012 Bonds are insured by the insurer. If any of the Series 2012 Bonds are insured, the Official Statement for the Series 2012 Bonds shall adequately disclose the use of such insurance and information regarding the insurer. SECTION 18. 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, the Escrow Deposit Agreement or the Continuing Disclosure Certificate or desirable or consistent with the requirements hereof or the Resolution, the Official Notice of Sale, the Official Statement, the Escrow Deposit Agreement 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 2012 Bonds, the Resolution, the Official Notice of Sale, the Official Statement, the Escrow Deposit Agreement 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 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. SECTION 19. 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 2012 Bonds. 11 SECTION 20. 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 21. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 10th day of April, 2012. (SEAL) ���; .a 9•', 40.4• COLLIER COUNTY, FLORIDA•'5..** • -7 kW. ,, Chairman, Board of Count mmissioners ATTEST: wx e. P Dwi t E. Brock, Clerk BXtttui'' yjere,h4 Irma+ 1 i1cnature tv 1 ' App ove as o Form and Legal Suf ie y Coun , • torney 12 EXHIBIT A FORM OF OFFICIAL NOTICE OF SALE EXHIBIT B FORM OF PRELIMINARY OFFICIAL STATEMENT EXHIBIT C FORM OF ESCROW DEPOSIT AGREEMENT EXHIBIT D FORM OF CONTINUING DISCLOSURE CERTIFICATE